TCR_Public/070713.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 13, 2007, Vol. 11, No. 164

                             Headlines

220 FERRY STREET: Voluntary Chapter 11 Case Summary
534 LAS AMERICAS: Files Schedules of Assets and Liabilities
ACUMENT GLOBAL: Moody's Withdraws B2 Corporate Family Rating
ACURA PHARMACEUTICALS: Inks New Bridge Loan Agreement
AKRON THERMAL: Court Okays $250,000 DIP Financing on Interim Basis

ALTIVITY PACKAGING: Moody's Holds B1 Corporate Family Rating
ANTHRACITE 2005: Fitch Holds $57.5 Mil. Class G Notes' B Rating
BLUE THUNDER: Wants to Hire Florida Auto as Auctioneer
CALPINE CORP: Inks Tentative Pact with Second Lien Debtholders
CASCADES INC: Moody's Rates CND$100 Mil. Credit Facility at Ba3

CCS MEDICAL: Pending IPO Prompts S&P to Retain Positive Watch
CITIGROUP COMMERCIAL: S&P Assigns Low-B Ratings on Six Certs.
CONTINENTAL GLOBAL: Moody's Rates Corporate Family Rating at B3
COVENTRY HEALTH: Inks $850 Million Revolving Credit Facility
CRIIMI MAE: Fitch Rates $54.1 Million Class E Bonds at B-

CYBERONICS INC.: Names Gregory Browne as Chief Financial Officer
DAYTONA BEACH: Voluntary Chapter 11 Case Summary
DEERFIELD & CO: Moody's Rates Proposed $155 Million Loan at (P)B1
DEERFIELD TRIARC: S&P Rates Long-Term Credit Rating at BB-
DELTA AIR: Wilmington Trust Wants $3.4 Mil. Admin. Claim Allowed

DELTA AIR: Marriott's Section 1110 Order Enforcement Plea Denied
DENNY'S CORP: Same-Store Sales Up 2.8% in 2007 Second Quarter
DURA AUTOMOTIVE: Committee Wants EBITDA Outlook Disclosed
DURA AUTOMOTIVE: Toyota Wants Decision on Leases by July 24
EAGLE BROADBAND: IT Services Unit Posts First Qtr. Record Revenues

EAGLEPICHER CORP: Moody's Rates $220 Million Credit Facility at B1
EAST 44TH REALTY: Court Okays Gary Lampert as Trustee's Accountant
FORD MOTOR: Gerald Shaheen Joins Board of Directors
FORD MOTOR: Adds $100 Mil. Investment for St. Petersburg Plant
FREEPORT-MCMORAN: Cuts Term Debt to $2.45 Billion at June 30

FRESH DEL MONTE: S&P Puts Preliminary B Rating on Sr. Unsec. Debt
GABRIEL TECH: T.J. O'Brien Resigns as Chief Operating Officer
GALLETTA REALTY: Case Summary & Five Largest Unsecured Creditors
GERDAU AMERISTEEL: Moody's Puts Ba1 Rating Under Review
GO LOGISTICS: Case Summary & 20 Largest Unsecured Creditors

GRAPHIC PACKAGING: Fitch Places B Issuer Default Rating on Watch
GRAPHIC PACKAGING: Moody's Affirms B1 Corporate Family Rating
GRAPHIC PACKAGING: S&P Affirms B+ Corporate Credit Rating
GUNDLE/SLT: Seeks Consents for Changes to 11% Sr. Notes Covenant
HARTFORD MEZZANINE: S&P Rates $38.75 Million Class K Notes at B

HAWK CORP: Commences Offer to Purchase 8-3/4% Senior Notes
HEXION SPECIALTY: Inks Definitive Merger Pact with Huntsman
INNER HARBOR: Fitch Junks Ratings on Four Certificate Classes
ITC DELTACOM: S&P Rates Corporate Credit Rating at B-
KAUFMAN & BROAD: KB Home Sells 49% Stake to PAI for $800 Million

KB HOME: Completes Sale of Kaufman & Broad Stake to PAI Partners
KENDLE INT'L: Prices Public Offering of $175 Million Senior Notes
LEVI STRAUSS: May 27 Balance Sheet Upside-Down by $865.2 Million
LIVE NATION: Wants to Offer $200 Million in Convertible Notes
LOTHIAN OIL: Taps BlackHill Partners as Financial Advisor

LOTHIAN OIL: Wants to Hire Davis Gerald as Special Counsel
MAGNA ENT: AmTote Unit Inks Service Agreement with Woodbine
MORGAN STANLEY: Fitch Holds Low-B Ratings on 2 Certificate Classes
MORGAN STANLEY: S&P Lifts Ratings on Class J Certificates to BB+
MSDW CAPITAL: S&P Lifts Ratings on Class L Certificates to BB

NEW CENTURY: EquiFirst Wins Auction for Technology Assets
NEW CENTURY: August 31 Set as General Claims Bar Date
NEWCOURT STREET: Fitch Rates EUR12.6 Million Class H Notes at BB+
ORBITZ WORLDWIDE: Moody's Rates Corporate Family Rating at B2
PACIFIC LUMBER: Wants September 5 Fixed as Supplemental Bar Date

PANAVISION INC: Weak Performance Cues Moody's to Downgrade Ratings
PANAVISION INC: S&P Revises Outlook to Negative from Stable
PANTRY INC: Provides Preliminary Third Quarter 2007 Results
PAUL SCHWENDENER: Case Summary & 100 Largest Unsecured Creditors
POLYONE CORP: Fitch Lifts Issuer Default Rating to BB-

PRIMEDIA INC: Secures $350 Million Senior Secured Credit Facility
PRIMEDIA INC: Moody's Lifts Corporate Family Rating to Ba3
PRIMEDIA INC: S%P Rates $350 Million Credit Facility at BB
RALI SERIES: Moody's Rates Class B Certificates at Ba3
ROCKAWAY BEDDING: Liquidate Sale for 64 Retail Stores Starts Today

RONCO CORP: Trustee Appoints Five-Member Creditor's Committee
SHAW GROUP: Acquires Ezeflow's Manufacturing & Distribution Biz
SHAW GROUP: Expects to File Restated Financials on July 31
SILVERTON CASINO: Moody's Junks Rating on $215 Million Notes
SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at (P)Ba1

SPECIALIZED TECHNOLOGY: Debt Increase Cues S&P to Lower Ratings
TARPON INDUSTRIES: Completes $1.7 Million Private Placement
TWEETER HOME: To Sell Assets to Schultze for $38 Million in Cash
UAL CORP: Discloses June 2007 Plan Consummation Status Report
UNIVERSAL COMPRESSION: Closes $233 Mil. Contracts and Units Buy

* Moody's Reviews Ratings on 184 CDO Tranches and May Downgrade
* S&P Puts 612 U.S. Subprime RMBS Classes on CreditWatch

* Foley Hoah Names Donald Ware as IP Group Chair

* BOOK REVIEW: A Not-So-Tender Offer: An Insider's Look at Mergers
               and Their Consequences

                             *********

220 FERRY STREET: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 220 Ferry Street, L.L.C.
        220 Ferry Street
        Marshfield, MA 02050

Bankruptcy Case No.: 07-14303

Chapter 11 Petition Date: July 11, 2007

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: John M. McAuliffe, Esq.
                  McAuliffe & Associates, P.C.
                  430 Lexington Street
                  Newton, MA 02466
                  Tel: (617) 558-6889

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


534 LAS AMERICAS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
534 Las Americas LLC, delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern District
of Texas, disclosing:


     Name of Schedule                Assets      Liabilities
     ----------------                ------      -----------
  A. Real Property              $14,000,000
  B. Personal Property          $12,375,034
  C. Property Claimed
     as Exempt
  D. Creditors Holding                            $9,316,252
     Secured Claims
  E. Creditors Holding                               $25,000
     Unsecured Priority Claims
  F. Creditors Holding                              $398,453
     Unsecured Nonpriority
     Claims
                                -----------       ----------
     Total                      $26,375,034       $ 9,739,705

Headquartered in Houston, Texas, 534 Las Americas LLC owns a
single tract of real estate located at 5909 Glenmont in Houston,
Texas on which it currently operates a 534-unit apartment complex
and formerly rented certain space within the Project to a "charter
school" that was operated by the Houston Independent School
District.  The company filed for Chapter 11 protection on June 4,
2007 (Bankr. S.D. Tex. Case No. 07-33778).  Peter Johnson, Esq.,
in Houston, Texas, represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case to date.  At June 4, 2007, the Debtor's
balance sheet showed total assets of $12,837,888 and total debts
of $9,975,619.


ACUMENT GLOBAL: Moody's Withdraws B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew its ratings on Acument Global
Technologies Inc. following the repayment of its public debt.

Privately held Acument retired its public debt on Feb. 23, 2007
and as a result, the company no longer issues public financial
disclosures.  Consequently, Moody's believes it now lacks adequate
information to maintain the other ratings on the company.

Ratings withdrawn:

-- B2 Corporate Family Rating
-- B2 Probability of Default Rating
-- B2 Senior Secured Term Loan
-- SGL-3 Speculative Grade Liquidity Rating


ACURA PHARMACEUTICALS: Inks New Bridge Loan Agreement
-----------------------------------------------------
Acura Pharmaceuticals Inc. secured gross proceeds of $600,000
under a term loan agreement with bridge lenders, Essex Woodlands
Health Ventures V L.P., Care Capital Investments II L.P., Care
Capital Offshore Investments II L.P., Galen Partners III L.P.,
Galen Partners International III L.P. and Galen Employee Fund III
L.P.

The July 2007 Bridge Loan bears an annual interest rate of 10%, is
secured by a lien on all assets of the company and its subsidiary,
is senior to all other company debt, and matures on Sept. 30,
2007.  Including the secured $600,000, the company has a total of
$10.5 million in bridge loans outstanding and due on Sept. 30,
2007.

The bridge lenders have the right to convert the bridge loans into
the company's common stock at certain specified prices per share
upon the occurrence of any one of certain triggering events
including:

     (i) the completion of a third-party equity financing
         providing gross proceeds to the company in the aggregate
         amount of at least $5 million;

    (ii) a change of control transaction; or

   (iii) upon the maturity of the bridge loans.

                Use of Proceeds and Cash Reserves

The company will utilize the net proceeds from the July 2007
bridge loan to fund product development and licensing activities
for its Aversion(R) Technology.  The company estimates that its
current cash reserves, including the net proceeds from the July
2007 bridge loan, will fund operations through July, 2007.  To
continue operating thereafter, the company must raise additional
financing or enter into appropriate collaboration agreements with
third parties providing for cash payments to the company.

                       Bankruptcy Warning

No assurance can be given that the company will be successful
in obtaining any financing or in securing collaborative agreements
with third parties on acceptable terms, if at all, or if secured,
that the financing or collaborative agreements will provide for
payments to the company sufficient to continue funding operations.
In the absence of such financing or third-party collaborative
agreements, the company will be required to scale back or
terminate operations or seek protection under applicable
bankruptcy laws.

                    About Acura Pharmaceuticals

Headquartered in Palatine, Illinois, Acura Pharmaceuticals Inc.
(OTCBB: ACUR) -- http://www.acurapharm.com/-- is a specialty
pharmaceutical company engaged in research, development and
manufacture of innovative Aversion(R)(abuse deterrent) Technology
and related product candidates.

                       Going Concern Doubt

BDO Seidman LLP in Chicago, expressed substantial doubt about
Acura Pharmaceuticals Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.


AKRON THERMAL: Court Okays $250,000 DIP Financing on Interim Basis
------------------------------------------------------------------
The Honorable Marilyn Shea-Stonum of the United States Bankruptcy
Court for the Northern District of Ohio authorized, on an interim
basis, Akron Thermal LP to obtain up to $250,000 in postpetition
credit secured by liens in favor of Thermal Ventures II LP.

Thermal Ventures is a sole owner of the Debtor's general partner
and majority limited partner, Opportunity Parkway LLC.

The Debtor intends to use the postpetition financing to cover up
any equipment breakdowns and delay in payment from customers.

The Debtor reminds the Court that it completed these loan
documents in favor of Thermal Ventures:

   a. demand promissory noted dated June 15, 2007, in the original
      principal amount of up to $750,000;

   b. security agreement dated June 15, 2007; and

   c. open-ended leasehold mortgage.

In addition, the Debtor disclosed that Thermal Venture's interests
were perfected through financing statement filed with the Delaware
and Ohio Secretary of the State's Office under the June 15
security agreement.  Thermal Venture's interest in the leasehold
was also perfected by recording the mortgage with the Recorder's
Office for Summit County in Ohio.

As adequate protection, the Debtor grants Thermal Venture
postpetition liens, by order of the Court on a pro rata, equal
priority with Thermal Venture's prepetition lines.

                       About Akron Thermal

Headquartered in Akron, Ohio, Akron Thermal LP --
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
chapter 11 protection on June 18, 2007 (Bankr. N.D. Ohio Case No.
07-51884) Daniel R. Swetnam, Esq. and Tyson A. Crist, Esq. at
Schottenstein Fox & Dunn Co. LPA represent the Debtor as Counsel.
When the Debtor filed for protection from their creditors, it
listed estimated assets of between $1 million and $10 million and
estimated debts of between $10 million and $50 million.  The
Debtor's exclusive period to file a plan expires on Oct. 16, 2007.


ALTIVITY PACKAGING: Moody's Holds B1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Altivity Packaging, LLC B1
corporate family rating, Ba3 secured revolving and first lien term
facilities and B3 second lien term loan following the company's
announcement of a proposed merger with Graphic Packaging
International Inc. (B1, Negative).

The outlook remains stable.  The transaction is subject to
shareholder and regulatory approval and is not expected to close
until the fourth quarter of this year.  The affirmation of
Altivity's ratings is based on the assessment that the transaction
is expected to have a minimal impact on the company's credit
profile.

Both companies currently have the same corporate family ratings
(B1), and Altivity shareholder's will receive shares in the new
Graphic Packaging as consideration.  If the deal closes as
expected, all of Altivity's debt will be refinanced with new
committed financing from Graphic Packaging and the Altivity debt
ratings will be withdrawn.

Outlook Actions:

Issuer: Altivity Packaging, LLC

-- Corporate family rating affirmed at B1
-- Revolving Credit Facility affirmed at Ba3 (LGD3, 39%)
-- First Lien Term Loan affirmed at Ba3 (LGD3, 39%)
-- Second Lien Term Loan affirmed at B3 (LGD5, 87%)
-- Outlook remains Stable

Moody's considers both Altivity and Graphic Packaging to be
somewhat weakly positioned at the prevailing B1 level, with
limited credit protection measures.  However, given the two
companies' geographic and product line overlap, the prospective
transaction provides scope for cost savings and synergies.
Synergies include enhanced procurement, future plant
rationalization, mill optimization and SG&A savings.

Moody's expects the combined company to create future performance
and credit protection measures more appropriate for the B1 rating
level.  Up to about $2.8 billion of committed financing has been
obtained to refinance all or a portion of the existing
indebtedness at both companies as well as a new operating facility
for the newly-formed company.

Altivity Packaging, LLC, headquartered in the Chicago, IL,
metropolitan area is a leading manufacturer of folding carton,
coated recycled board, multi-wall bag, flexible packaging, and
label products.


ANTHRACITE 2005: Fitch Holds $57.5 Mil. Class G Notes' B Rating
---------------------------------------------------------------
Fitch affirmed all classes of notes issued by Anthracite 2005-HY2
Ltd. as:

-- $115,093,693 Class A Notes affirmed at 'AAA';
-- $52,593,000 Class B Notes affirmed at 'AA';
-- $25,360,000 Class C-FL Notes affirmed at 'A';
-- $7,000,000 Class C-FX Notes affirmed at 'A';
-- $25,275,000 Class D-FL Notes affirmed at 'BBB';
-- $13,500,000 Class D-FX Notes affirmed at 'BBB';
-- $9,376,000 Class E Notes affirmed at 'BBB-';
-- $58,000,000 Class F Notes affirmed at 'BB';
-- $57,500,000 Class G Notes affirmed at 'B'.

Anthracite 2005-HY2 is a collateralized debt obligation, which
closed July 26, 2005, and is supported by a static pool of
commercial mortgage-backed securities, 89.96%, and senior
unsecured real estate investment trust securities, 10.04%.
BlackRock Financial Management, Inc., rated 'CAM1', selected the
initial collateral and serves as the collateral administrator.

The affirmations reflect the expected performance of the
underlying collateral.  Since Fitch's last review, the CDO has
experienced $0.8 million (0.17%) in paydowns, totaling
$1.3 million since issuance based on the June 2007 trustee report.
No losses have been incurred by the notes of the CDO to date.
Although future losses are anticipated due to the concentration of
first loss pieces (22.3% of the par value), the capital structure
provides significant credit enhancement to the rated classes.
Furthermore, all underlying CMBS transactions have a named special
servicer with a Fitch rating of 'CSS1'.

The weighted average rating factor remained in the 'BB-/B+'
category, with 6.74% of the portfolio being downgraded a weighted
average of 1.9 notches and 5.22% upgraded a weighted average
3.3 notches.  The CMBS assets in the collateral pool range from
the 1998 vintage to the 2005 vintage, with about three years of
seasoning.

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

The ratings on the class A and B notes address the timely payment
of interest and ultimate payment of principal.  The ratings on the
class C-FL, C-FX, D-FL, D-FX, E, F and G notes address the
ultimate payment of interest and ultimate payment of principal.


BLUE THUNDER: Wants to Hire Florida Auto as Auctioneer
------------------------------------------------------
Blue Thunder Auto Transport Inc. and its debtor-affiliates ask
the United States Bankruptcy Court for the Northern District of
Georgia for permission to employ Florida Auto Auction of Orlando
Inc. dba Daytona Auto Auction, as their auctioneer.

As the Debtors' auctioneer, the firm will conduct an absolute
auction of the Debtors' five Volvo automobiles.

The Debtor will pay the firm $125 per auto auctioned as a seller
fee and $166 transfer fee for transport from Brunswick, Georgia to
Daytona Beach, Florida.

Sharon Robbins, a general manager of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Ms. Robbins can be reached at:

     Sharon Robbins
     General Manager
     Florida Auto Auction of Orlando Inc.
     11801 West Colonial Drive
     Ocoee, FL 34761
     Tel: (800) 337-8491
     http://www.floridaautoauction.com/

Headquartered in Guluth, Georgia, Blue Thunder Auto Transport
Inc. -- http://www.bluethunderlogistics.com/-- rovide vehicle
distribution and transportation services to both pre-owned and
new vehicle markets, as well as, other segments of the automotive
and car rental industries.  The company filed for Chapter 11
protection on Jan. 30, 2007 (Bankr. N.D. Ga. Case No. 07-61268).
J. Carole Thompson Hord, Esq., and John A. Christy, Esq., at
Schreeder, Wheeler & Flint, LLP, represent the Debtors in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtors filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


CALPINE CORP: Inks Tentative Pact with Second Lien Debtholders
--------------------------------------------------------------
Calpine Corporation and its debtor-affiliates have reached an
agreement in principle with the Unofficial Committee of Second
Lien Debtholders of Calpine.

This agreement is subject to definitive documentation and approval
of the U.S. Bankruptcy Court for the Southern District of New
York.  Under the proposed agreement, approximately $282 million of
claims for make whole premiums and/or damages asserted against the
Debtors by the holders of the second priority secured debt at
Calpine will be replaced by a secured claim for $60 million that
shall be paid in cash and an unsecured claim for $40 million.

The $100 million in claims will be allocated as follows:

   -- $1.15 billion 8.5% Second Priority Senior Secured Notes due
      2010- $45,312,000;

   -- $900 million 8.75% Second Priority Senior Secured Notes due
      2013- $43,688,000; and

   -- $400 million Second Priority Senior Secured Notes due 2011-
      $11,000,000.

The Debtors will seek approval of their agreement with the Second
Lien Committee from the Court on Aug. 8, 2007.

Robert P. May, Calpine's Chief Executive Officer, stated, "This
agreement in principle, if documented and approved, represents an
important step forward in bringing additional clarity to our
claims pool and provides additional certainty regarding likely
distributions under our plan of reorganization."

                    About Calpine Corporation

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

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

As reported in the Troubled Company Reporter on July 6, 2007, the
U.S. Bankruptcy Court for the Southern District of New York
is set to consider the adequacy of Calpine and its debtor-
affiliates' Disclosure Statement at a hearing scheduled for
Aug. 8, 2007, at 10:00 a.m.  Any objection to the approval of the
Disclosure Statement must be filed with the Court on or before
July 30, 2007.


CASCADES INC: Moody's Rates CND$100 Mil. Credit Facility at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD5, 72%) rating to
Cascades' Inc.'s new CND$100 million senior unsecured revolving
credit facility.

At the same time Moody's affirmed Cascades' Ba2 corporate family
rating, its probability of default rating of Ba2, its Baa3 senior
secured ratings, and its Ba3 senior unsecured ratings.  The senior
unsecured ratings of Ba3 reflect a loss given default of LGD-5
(72%) and the senior secured ratings of Baa3 reflect a loss given
default of LGD-2 (18%).  The rating outlook is stable.

Cascades' Ba2 corporate family rating reflects the diversity
derived from its boxboard, packaging and tissue businesses, its
significant position in the Canadian containerboard segment and
its relatively stable earnings and cash flow.  The rating also
considers Cascades' debt protection measures, which are weak for
the rating and Cascades' exposure to the strong Canadian dollar,
to cyclical pricing, particularly in the containerboard and
boxboard segments, and to volatile raw material costs, especially
recycled fibers, as well as energy and chemicals.  The ratings
also reflect the company's penchant for conducting relatively
small, but debt financed acquisitions. The rating outlook is
stable.

Rating Assigned:

-- CND$100 million senior unsecured revolver, Ba3, LGD5, 72%

Ratings Affirmed:

-- Corporate Family Rating: Ba2
-- PDR: Ba2
-- $675mm Sr. Unsecured Notes due 2013, Ba3, LGD5, 72%
-- $250mm 6.75% Sr. Unsecured Notes due 2013, Ba3, LGD5, 72%

The most recent rating action for Cascades was to confirm
Cascades' Ba2 corporate family rating and assign a Baa3 rating to
senior secured debt on Dec. 20, 2006.

Headquartered in Kingsey Falls, Quebec, Cascades Inc. is a
packaging and paper company producing boxboard, containerboard,
specialty packaging products and tissue, and had sales in 2005 of
CND$3.5 billion.


CCS MEDICAL: Pending IPO Prompts S&P to Retain Positive Watch
-------------------------------------------------------------
Standard & Poor's Rating Services said its corporate credit rating
on Clearwater, Florida-based diabetes and chronic care mail-order
supplier CCS Medical Inc. remains on CreditWatch with positive
implications, where it was originally placed on May 16, 2007.  The
CreditWatch listing reflects the company's pending IPO and
refinancing of its existing debt structure.

"If the transaction closes as expected, in the third quarter of
2007, we will raise the corporate credit rating to 'B' from 'B-'
and the outlook will be stable," explained Standard & Poor's
credit analyst Alain Pelanne.

At the same time, S&P will assign these ratings to the proposed
issues that will be used with IPO proceeds to refinance existing
debt:

-- $50 million revolving credit facility: 'B+' ('2' recovery
    rating)

-- $365 million term loan B: 'B+' ('2' recovery rating)

The higher corporate credit rating will reflect the company's
improved liquidity and financial risk profile.  When the
transaction is completed S&P will withdraw the ratings on CCS's
existing debt.


CITIGROUP COMMERCIAL: S&P Assigns Low-B Ratings on Six Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Citigroup Commercial Mortgage Trust 2007-C6's
$4.76 billion commercial mortgage pass-through certificates series
2007-C6.

The preliminary ratings are based on information as of
July 11, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes X, A-1, A-2, A-
3, A-3B, A-SB, A-4, A-1A, A-M, A-J, B, C, D, E, and F are
currently being offered publicly, and the remaining classes will
be offered privately.  Standard & Poor's analysis determined that,
on a weighted average basis, the pool has a debt service coverage
of 1.32x, a beginning LTV of 110%, and an ending LTV of 104.4%.

                 Preliminary Ratings Assigned

Citigroup Commercial Mortgage Trust 2007-C6

                                          Recommended credit
   Class        Rating        Amount($)       support (%)
   -----        ------        --------    ------------------
    X*           AAA        4,760,549,403         N/A
    A-1          AAA           64,000,000        30.000
    A-2          AAA          430,000,000        30.000
    A-3          AAA          404,300,000        30.000
    A-3B         AAA          100,000,000        30.000
    A-SB         AAA          100,000,000        30.000
    A-4          AAA        1,745,153,000        30.000
    A-1A         AAA          488,932,000        30.000
    A-M          AAA          476,055,000        20.000
    A-J          AAA          398,696,000        11.625
    B            AA+           23,802,000        11.125
    C            AA            71,409,000         9.625
    D            AA-           35,704,000         8.875
    E            A+            29,753,000         8.250
    F            A             35,704,000         7.500
    A-2FL**      AAA                  TBD        30.000
    A-MFL**      AAA                  TBD        20.000
    A-JFL**      AAA                  TBD        11.625
    G            A-            47,606,000         6.500
    H            BBB+          53,556,000         5.375
    J            BBB           65,457,000         4.000
    K            BBB-          53,557,000         2.875
    L            BB+           11,901,000         2.625
    M            BB            11,901,000         2.375
    N            BB-           17,852,000         2.000
    O            B+            11,902,000         1.750
    P            B              5,950,000         1.625
    Q            B-             5,951,000         1.500
    S            NR            71,408,403         0.000

             * Interest-only class with a notional amount.
                     ** Floating rate class.
                       N/A -- Not applicable.
                       TBD -- To be determined.
                          NR -- Not rated.


CONTINENTAL GLOBAL: Moody's Rates Corporate Family Rating at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
with a stable outlook to Continental Global Group Inc.

Additionally, Moody's assigned a B3 rating to the proposed senior
secured first lien term loan of $120 million of Continental
Conveyor & Equipment Company, a wholly-owned subsidiary of
Continental Global, to refinance existing debt.  The ratings are
subject to review of the final financing documentation.

The B3 corporate family rating reflects Continental Global's high
business risk characterized by the concentration of revenues in
the cyclical mining industry, limited geographic diversity and
material customer concentration that derive from the company's
predominant exposure to the US coal sector.  Moody's notes that
Continental Global's backlog, revenues, EBITDA and cash flows have
historically experienced very significant volatility, fluctuating
with the spot price of coal, a prime driver of capital spending by
the company's coal mining customers.

EBITDA volatility was historically exacerbated by the company's
inability to rapidly pass on raw material costs, mainly steel, to
its customers, as experienced in 2003, though Moody's understands
that more favorable contract terms with customers currently
provide the company with more flexibility.  The rating also takes
into account Continental Global's poor track record in terms of
free cash flow generation and historical liquidity problems, which
forced the company to restructure its debt in October 2004.

More positively, Moody's considers that the fundamentals of the
coal market are currently solid in the context of higher costs for
alternative sources of electricity, natural gas and uranium, and
strong demand from China, where the current coal production output
does not fully satisfy the domestic consumption. The rating agency
also recognizes Continental Global's leading position in the niche
conveyor equipment market for mining applications, its recent
efforts to diversify its operations as well as the growing
revenues from replacement parts, which help smooth out some
cyclicality.

While the company's financial metrics are currently strong for the
rating category, including projected pro-forma adjusted
debt/EBITDA of 3.9 times at the end of 2007, after three years of
high coal price and growing demand for mining equipment, Moody's
highlights that they could sharply and rapidly deteriorate when
the cycle is down, reflecting the vulnerability of the business
profile and the reliance of cash flows on external factors.

The rating outlook is stable, reflecting Moody's expectation of
reasonably solid operating performance and an adjusted leverage
ratio below 4 times in the short to intermediate term.

The rating of the senior secured first lien term loan is based on
the overall probability of default of the company, to which
Moody's has assigned a PDR of B3, and a loss given default of LGD
4 for the term loan.  The B3 rating of the first lien senior
secured term loan reflects its senior position in Continental
Global's capital structure, full guarantees of existing and future
domestic subsidiaries and the US parent, a first lien pledge on
Property, Plant & Equipment and a second lien pledge on cash in
deposit accounts, accounts receivable and inventory of domestic
subsidiaries, as well as a pledge on 65% of the capital stock of
the borrower's foreign subsidiaries.

The term loan is effectively subordinated to the unrated secured
revolver given its lien of second rank only on current assets,
which represent a very large proportion of total assets and would
ensure more recovery at default.  Moody's also indicates that the
modeled amount of foreign debt is not material enough to impact
the rating of the term loan.

Ratings assigned:

-- B3 Corporate Family Rating
-- B3 Probability of Default Rating
-- B3 First Lien Term Loan due 2013 (LGD 4/55%)

Continental Global is a leading manufacturer of engineered
conveyor systems and components such as idlers and pulleys,
primarily for above- and under-ground mining and aggregate
applications.  The company reported about $355 million in revenues
in FYE2006.


COVENTRY HEALTH: Inks $850 Million Revolving Credit Facility
------------------------------------------------------------
Coventry Health Care Inc. has entered into an $850 million five-
year unsecured revolving credit facility amending and restating
its existing $350 million unsecured revolving credit facility and
$80 million term loan facility.

The existing $80 million term loan facility has been rolled into
the new revolving credit facility.

Headquartered in Bethesda, Maryland, Coventry Health Care Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a national managed
health care company operating health plans, insurance companies,
network rental/managed care and workers' compensation services
companies.  Coventry provides a full range of risk and fee-based
managed care products and services, including HMO, PPO, POS,
Medicare Advantage, Medicare Prescription Drug Plans, Medicaid,
Workers' Compensation services and Network Rental to a broad
cross section of individuals, employer and government-funded
groups, government agencies, and other insurance carriers and
administrators in all 50 states as well as the District of
Columbia and Puerto Rico.

                             *      *      *

As reported in the Troubled Company Reporter on July 11, 2007,
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.


CRIIMI MAE: Fitch Rates $54.1 Million Class E Bonds at B-
----------------------------------------------------------
Fitch affirmed CRIIMI MAE Trust I's commercial mortgage bonds,
series 1996-C1 as:

-- $54.1 million class E at 'B-'.

In addition, class F remains at 'C/DR5'.

Classes A-1 through D have paid in full.

The certificates are collateralized by all or a portion of seven
classes in five separate underlying fixed rate CMBS transactions.
The weighted average rating factor of the underlying classes is
47.3 ('CCC+'/'CCC'), stable from issuance.  The underlying
classes' ratings are based on Fitch's actual rating, or on Fitch's
internal credit assessment for those classes not rated by Fitch.
Of the remaining bonds six (79.4%) have a Fitch derived rating in
the CCC or CC category while one bond (20.6% of the pool) is rated
'AAA'.

The pool is extremely concentrated with over 90% of the original
collateral repaid since issuance.  The remaining bonds are of the
1995 and 1996 vintages.  Each underlying transaction has fewer
than 35 loans remaining.  About 50.8% of the underlying collateral
consists of classes in the first loss position.  Based on a review
of the current delinquencies and specially serviced loans within
the underlying transactions, Fitch anticipates further losses
which would impact class F.


CYBERONICS INC.: Names Gregory Browne as Chief Financial Officer
----------------------------------------------------------------
Cyberonics Inc. has appointed Gregory H. Browne as chief financial
officer effective immediately.

Mr. Browne has served as both chief executive officer and chief
financial officer for several publicly traded healthcare
companies.  Most recently, from 2002 to 2006, he was chief
financial officer at Amedisys Inc., a home nursing company, during
a period of substantial growth in revenue, profitability and
market capitalization.

Previously, he had served as chief executive officer for Ramsay
Healthcare Inc., a provider of psychiatric services, and Ramsay-
HMO Inc., a health maintenance organization.

Immediately prior to joining Cyberonics, Mr. Browne worked with
Tatum LLC, an executive services company, and has also founded and
served as president at PeopleWorks Inc, a human resource
outsourcing company.

"The board and I are delighted to welcome Greg to our senior
management team, and we are confident that he will be an important
contributor to the growth and success of Cyberonics," Dan Moore,
Cyberonics' president and chief executive officer, said.  "Greg's
extensive financial experience in the health care industry,
particularly within the capital markets, makes him an excellent
choice for this position.  He has a good understanding of our
industry and shares our vision for the future direction of
Cyberonics.   Greg is an excellent addition to our team and will
provide enthusiastic leadership for our talented finance and
accounting professionals."

"I'm excited by the opportunity at Cyberonics," Mr. Browne said.
"I look forward to working closely with our management team and
Board of Directors to achieve the corporate goals for this next
fiscal year and beyond."

                      About Cyberonics Inc.

Headquartered in Houston, Texas, Cyberonics Inc. (NASDAQ: CYBX)
-- http://cyberonics.com/-- markets the VNS Therapy system in
selected markets worldwide.  The VNS Therapy System uses a
surgically implanted medical device that delivers electrical
pulsed signals to the vagus nerve in the left side of the neck.
This therapy has proven effective in significantly reducing the
number and/or intensity of seizures in many people suffering from
epilepsy and has the potential for use in the treatment of other
inadequately treated, chronic disorders.

Cyberonics Inc.'s balance sheet as of April 27, 2007, reflected
total assets of $13.6 million, total liabilities of $15.7 million,
resulting in a total stockholders' deficit of $16.1 million.

                       Going Concern Doubt

KPMG LLP raised substantial doubt about Cyberonics Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the fiscal years ended April 28, 2006,
and April 29, 2005.  The auditing firm pointed to the company's
recurring losses from operations, the receipt of a notice of
default and demand letter and notice of acceleration for a
$125 million senior subordinated convertible notes, and incurrence
of a potential default of a $40 million line of credit.


DAYTONA BEACH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Daytona Beach Investment Fund, L.L.C.
        5125 8th Avenue South
        Gulfport, FL 33707

Bankruptcy Case No.: 07-bk-05939

Chapter 11 Petition Date: July 11, 2007

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Michael C. Markham, Esq.
                  Johnson, Pope, Bokor, Ruppel & Burns, L.L.P.
                  P.O. Box 1368
                  Clearwater, FL 33757
                  Tel: (727) 461-1818
                  Fax: (727) 443-6548

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


DEERFIELD & CO: Moody's Rates Proposed $155 Million Loan at (P)B1
------------------------------------------------------------------
Moody's Investors Service assigned a (P)B1 rating to the proposed
issuance by Deerfield & Company LLC of $155 million senior secured
term loan.

Deerfield Triarc Capital Corp., the REIT and all subsidiaries, are
guarantors of the term loan.  In addition, Moody's assigned a
corporate family rating of Ba2.  The rating outlook is stable.

Deerfield's Ba2 corporate family rating reflects the REITs diverse
portfolio, which includes high quality, highly liquid mortgage
securities and alternative investments that are less liquid but
generate a wider margin, as well as the hedge fund and CDO asset
management businesses.  Sound risk management and solid liquidity
are underpinnings of the ratings.

"Deerfield's mortgage business is low risk due to its focus on
high quality assets and the alternative investments have exhibited
attractive returns, however the firm's limited operating
experience as a publicly traded REIT is a credit challenge,"
according to Brian Harris, senior vice president at Moody's.

The (P)B1 rating assigned to the proposed $155 million senior
secured term loan reflects the paucity of tangible collateral
available for this facility and is also reflective of the small
size of the term loan relative to the overall capital structure of
the REIT which is preponderantly comprised of secured repurchase
agreements and term debt.  In Moody's view, the proposed senior
secured term loan is mezzanine like capital which warrants a two
notch rating differential from the corporate family rating.

In April 2007, Deerfield announced the acquisition of Deerfield &
Company LLC and its subsidiary Deerfield Capital Management from
Triarc Companies, Inc. for $293.8 million.  With this transaction,
Deerfield will internalize its investment management previously
provided for under a management agreement with Deerfield Capital
Management.  In addition, by acquiring Deerfield & Company,
Deerfield will obtain its asset management business, which
consists of $14 billion assets under management primarily in 28
CDOs and four hedge funds.

The stable rating outlook reflects Moody's expectation that
Deerfield's robust operating performance will continue for the
foreseeable future while maintaining the adequate risk controls to
manage and monitor the diverse and complex risks associated with
the REITs hedge fund activities.

An upgrade of the rating would occur if Deerfield displays
consistent profitability from the mortgage portfolio coupled with
hedge fund performance that exceeds the market average and growth
in the CDO management segment.  Material changes to the REITs risk
profile, such as significant capital investments in managed hedge
funds or CDOs or an increase in leverage above 13x for four
consecutive quarters would presage a downgrade.  In addition,
significant investor redemptions of hedge funds or CDO capital
would pressure the rating.

These ratings were assigned with a stable outlook:

Deerfield Triarc Capital Corp.

-- Corporate family rating at Ba2

Deerfield & Company LLC

-- Senior secured term loan at (P)B1

Deerfield Triarc Capital Corp. is a diversified financial company
that invests in real estate-related securities and various other
asset classes.  Post acquisition, Deerfield Triarc Capital Corp.
will be renamed Deerfield Capital Corp.


DEERFIELD TRIARC: S&P Rates Long-Term Credit Rating at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
counterparty credit rating to Deerfield Triarc Capital Corp.  The
outlook is stable.  At the same time, S&P assigned 'B' bank loan
rating to the company's $155 million senior secured term loan; the
recovery rating is '6'.

"The ratings reflect DCC's lower risk mortgage REIT platform,
combined with the sustained cash flows of the Deerfield group's
investment management arm, under the prospective merger
transaction. The ratings also reflect DCC's listing on the NYSE,
which will provide the group with direct access to the equity
markets to support its growth," said Standard & Poor's credit
analyst Dan Teclaw.

The ratings are constrained by DCC's relatively short track
record, coupled with a growing risk appetite to achieve growth
targets and enhance public investor returns.  The bank loan rating
reflects the leverage concentrated within Deerfield Capital
Management, the borrower.  DCC guarantees the loan, which is
secured by equity interests in DCC and all of the borrower's
assets. The '6' recovery rating recognizes the subordinate claims
of any residual group's consolidated assets that would be
available to the borrower.  In this respect, given the off-
balance-sheet operational nature of the borrower, S&P believes
there are minimal assets to consider for recovery.

The stable outlook reflects S&P's opinion that DCC will continue
to generate positive operating results into the medium term. S&P
also expects DCM to continue generating recurring revenues that
will contribute to the group's overall stable performance, which
in turn, should provide for adequate debt-servicing ability under
a base case scenario.  The ratings could come under pressure if
the company fails to maintain consistent operating performance, if
asset quality deteriorates, and if the company is unable to access
equity markets.


DELTA AIR: Wilmington Trust Wants $3.4 Mil. Admin. Claim Allowed
----------------------------------------------------------------
Pursuant to Sections 503(b) and 365(d)(5) of the Bankruptcy Code,
Wilmington Trust Company, as trustee to certain aircraft leases,
asks the U.S. Bankruptcy Court for the Southern District of New
York to direct Comair, Inc., and certain other Debtors to pay at
least $3,439,046.

Wilmington Trust asserts that the claim constitutes an
administrative priority expense of the bankruptcy estate.
Wilmington Trust's claim is for unpaid rent and other obligations
that arose during Comair's Chapter 11 case, under the leases of
four Embraer EMB-120 aircraft bearing Tail Nos. N257CA, N259CA,
N267CA and N268CA, and related aircraft equipment, prior to the
rejection of those leases.

All or a portion of the information and supporting documentation
in respect of the administrative claim may be subject to a
confidentiality agreement to which Wilmington Trust and Comair,
among others, are parties.  The Debtors, the Post-Effective Date
Committee, the Office of the United States Trustee, and
Wilmington Trust have agreed that the request will be deemed
timely filed by the May 30, 2007, deadline for filing of

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

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

                         *     *     *

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


DELTA AIR: Marriott's Section 1110 Order Enforcement Plea Denied
----------------------------------------------------------------
For reasons stated in open court, the Hon. Adlai S. Hardin of the
U.S. Bankruptcy Court for the Southern District of New York denied
the request of Essex House Condominium Corporation and its parent
company, Marriott International, Inc., to enforce the terms of a
Feb. 15, 2006 order approving a modified term sheet and
authorizing agreements to restructure transactions affecting 88
aircraft.

Certain parties had objected to the request, including: (i) Delta
Air Lines, Inc.; (ii) the Post-Effective Date Committee; and
(iii) The Bank of New York, as indenture trustee, and the Ad Hoc
Committee of Senior Secured Holders.

Delta alleged Marriott was seeking to prevent it from exercising
its valid contractual rights in accordance with Chapter 11 of the
Bankruptcy Code.  Marriott's mischaracterizations and allegations
of procedural infirmities do little to mask what simply appears
to be a timing issue -- or a matter of form over substance,
according to Delta.

Delta pointed out it clearly has the right, as a Chapter 11
debtor, to reject the Lease for the Aircraft as well as enter
into "definitive agreements" pursuant to the Term Sheet,
including the restructuring agreement.  Once the Lease is
rejected, any provisions therein that Marriott seeks to rely upon
to prevent the restructuring transactions contemplated by the
Term Sheet and the Restructuring Agreement will no longer be
operative and thus its "consent" would not be required.  Delta
also noted it is not a party to the Indenture and is thereby not
bound to its terms, including any consent requirements therein.

Bank of New York told the Court Marriott's purported consent
rights expire upon Lease rejection and therefore are essentially
meaningless postpetition.  The method and forum for Marriott to
address any alleged resultant damage is governed by the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and
applicable law, Bank of New York asserted.

Bank of New York said prior to rejection, it would foreclose on
Marriott's equity interest, and Marriott would have the
opportunity to redeem its interest, by repaying the debt and
discharging the lien on the Aircraft.  Should it elect not to do
so, then Marriott will have no "rights" to enforce and will be
entitled only to assert whatever rejection damages, if any, it
may be entitled to pursue through the claims resolution process.

Since rights under the Lease were pledged to Bank of New York
prepetition, Marriott may not be entitled to assert its own
rejection damages claims, Bank of New York also pointed out.
What Marriott clearly could not do, however, is preclude Delta
from rejecting a prepetition agreement and entering into a new
postpetition lease for its Aircraft.

Marriott retorted that the Debtors, the Indenture Trustee and the
Noteholder Groups are attempting to paint Marriott as seeking to
deny the Debtors the basic rights afforded by bankruptcy and
seeking to prevent the Noteholders and the Indenture Trustee from
exercising their right to foreclose on the Aircraft.  Marriott
insisted neither the Debtors' power to reject an executory  lease
nor the Indenture Trustee's power to foreclose -- neither of
which has been exercised -- permit those parties to do away with
provisions requiring Marriott's consent to a restructuring, which
provisions were intended to prevent precisely the type of
collusive transaction that is being attempted by the Debtors.

No provision of the Term Sheet Order, any of the operative
documents, or the Bankruptcy Code authorizes the Lease to be
treated as though it has been rejected, nor can provisions of the
Lease be ignored simply because the Debtors have the power to
reject the Lease, Marriott asserted.

Marriott also argued that the Objecting Parties have presumed its
equity interests in the Aircraft will be foreclosed, and that its
sole protection is to bid on a sale.  In a foreclosure sale,
Marriott noted it would have rights under the Indenture and the
Uniform Commercial Code to ensure a commercially reasonable sale.
The Restructuring Agreement impairs those rights by imposing
restrictions on bidders to ensure that Delta will at all times
have the beneficial use of the Aircraft, Marriott told the Court.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

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

                         *     *     *

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


DENNY'S CORP: Same-Store Sales Up 2.8% in 2007 Second Quarter
-------------------------------------------------------------
Denny's Corporation reported same-store sales for its company-
owned Denny's restaurants during the quarter ended June 27, 2007,
compared with the related period in fiscal year 2006.

Sales:             2Q-2007     2Q-2006     YTD-2007    YTD-2006
------             -------     -------     --------    --------
Same-Store Sales     2.8 %      (0.4 %)      0.5 %        2.1 %
  Guest Check Avg.   3.6 %       4.0 %       3.1 %        6.0 %
  Guest Counts      (0.8 %)     (4.2 %)     (2.6 %)      (3.6 %)

Restaurant Counts:              6/27/07     12/27/06
------------------              -------     --------
     Company-Owned                  488          521
     Franchised and Licensed      1,051        1,024
                                  -----        -----
                                  1,539        1,545

Nelson Marchioli, president and chief executive officer, stated,
"We are pleased with the response to our marketing activities in
the second quarter which delivered improvement in guest traffic
trends as well as a stronger menu mix.  While our second quarter
results will benefit from this sales growth, we do expect
continued margin pressures from rising commodity costs and wage
rates."

Denny's expects to release results for its second quarter ended
June 27, 2007 after the markets close on Tuesday, July 31, 2007.

                  About Denny's Corporation

Headquartered in Spartanburg, South Carolina, Denny's Corporation
(Nasdaq: DENN) -- http://www.dennys.com/-- is a full-service
family restaurant chain in the U.S., with 521 company-owned units
and 1,024 franchised and licensed units, with operations in the
United States, Canada, Costa Rica, Guam, Mexico, New Zealand and
Puerto Rico.

                         *     *     *

Denny's Corp. carries Standard & Poor's 'B+' Long Term Foreign
Issuer and 'B+' Long Term Local Issuer ratings.


DURA AUTOMOTIVE: Committee Wants EBITDA Outlook Disclosed
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in DURA
Automotive Systems Inc. and its debtor-affiliates' chapter 11
cases seeks the U.S. Bankruptcy Court for the District of
Delaware's permission to publicly file the Debtors' projected
consolidated Earnings Before Taxes, Depreciation and Amortization
(EBITDA) for the years 2007 through 2001, previously given by the
Debtors as "Confidential Information."

The Five EBITDA Numbers were originally included in the 5-year
business plan presentation by the Debtors to the Official
Committee of Unsecured Creditors and the Ad Hoc Committee of
Second Lien Lenders.  The Debtors have sought permission to file
the document under seal.

M. Blake Cleary, Esq., at Young Conaway Stargatt and Taylor LLP,
in Wilmington, Delaware, explains that pursuant to Section 1102
of the Bankruptcy Code, the Creditors Committee has a duty to
disclose information to its constituents.  The Committee wants to
file the Five EBITDA Numbers on the docket to prevent creditors
from potentially being preyed upon by other creditors with
information.

Mr. Cleary notes that the Five EBITDA Numbers will be contained
in the Debtors' disclosure statement that will be likely be filed
in a few months.  In addition, the Committee has reason to
believe that the Five EBITDA Numbers have been leaked, through no
fault of the Debtors, into the marketplace.

Mr. Cleary argues that the Debtors have provided no evidence that
the Five EBITDA Numbers will provide an unfair advantage to any
of their competitors, and thus qualify as being "commercial
information."

Moreover, Mr. Cleary recounts that an unusual spike in the price
of certain of the Debtors' securities occurred after the Debtors
previewed their 5-uyear business plan to the Creditors Committee
on May 22, 2007, and the Second Lien Committee on the next day.
The trading records show that while no trades took place on May
22, a significant increase in the volume and trading price for
the Debtors' Senior Notes took place only hours after the
Debtors' previews their Business Plan.

Mr. Cleary tells the Court since May 23, numerous creditors,
including several holders of Senior Notes, have reached out to
the Creditors Committee's professionals for an explanation as to
the increase in trading price.  "At this time, no one can be
certain as to what caused the spike in trading; however, in light
of when the spike occurred, it appears that non-public
information regarding the Five EBITDA Numbers may have been
leaked into the hands of a few traders."

                     About DURA Automotive

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

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

The Debtors' exclusive plan-filing period expires on May 23,
2007. (Dura Automotive Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DURA AUTOMOTIVE: Toyota Wants Decision on Leases by July 24
-----------------------------------------------------------
Prior to filing for bankruptcy, Dura Automotive Systems, Inc., and
Toyota Motor Credit Corporation entered into certain lease
agreements, whereby Toyota leased forklifts to the Debtors.

The Leases provide that at maturity the Forklifts will be returned
to Toyota.  The Leases also require the Debtor to maintain
insurance on the Forklifts and provide Toyota with evidence of
said insurance.

Toyota asks the U.S. Court for the District of Delaware to require
the Debtors to:

  (i) decide by not later than July 24, 2007 whether it will
      assume or reject the Leases,

(ii) communicate that decision to Toyota in such a manner that
      Toyota receives actual notice of the substance of the
      Debtor's decision not later than the end of Toyota's
      business hours on the same day, and

(iii) promptly file with this Court a motion for approval of its
      Decision.

Kristi J. Doughty, Esq., at Whittington & Aulgur, in Odessa,
Delaware, tells the Court that it is appropriate for the Debtor
to make a prompt determination because Toyota will suffer
economic harm that cannot be safeguarded and the potential injury
to Toyota outweighs Debtor's interests in utilizing the
Forklifts.

Ms. Doughty explains that the Forklifts are maintenance
sensitive.  She says if regular maintenance is not performed in
accordance with Toyota's schedule of hourly usage and daily and
monthly maintenance, the Forklifts quickly depreciate in real
value and are subject to ruin.

Since the Petition Date, Toyota has been unable to inspect the
Forklifts as provided in the Leases and has not received reports
on the regular maintenance required to keep the Forklifts in good
operating condition and preserve the Forklifts value during the
term of the Leases.  The inspection, according to Ms. Doughty, is
necessary to keep the Forklifts in good operating condition and
preserve their value during the Lease.  Therefore, she asserts,
Toyota's interest is not adequately protected.  Any interest the
Debtor has in utilizing the Forklifts, she says, cannot outweigh
the potential injury to Toyota if the Debtor is permitted to
delay its decision to assume or reject the Lease.

                     About DURA Automotive

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

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

The Debtors' exclusive plan-filing period expires on May 23,
2007. (Dura Automotive Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


EAGLE BROADBAND: IT Services Unit Posts First Qtr. Record Revenues
------------------------------------------------------------------
Eagle Broadband Inc. reported that its Eagle Satellite Systems
Group within the IT Services division had record revenue breaking
first three months as a part of Eagle Broadband.

It was announced in mid-May that the group's April revenue
exceeded original expectations, and it is now clear that the group
has consistently continued to exceed its expected monthly targets
with a total three month revenue amount expected to exceed
$525,000.

"In April we reported that our expected revenue for Eagle's
Satellite Group was 80% higher than anticipated prior to our
acquisition of Alliance's Telecom Services.  This revenue includes
installing VSAT satellite systems installations for HughesNet and
its customers," said Tony Cordaro, vice president and general
manager, IT Services of Eagle Broadband.  "This continued growth
in the Satellite sector of IT Services is attributed to the great
dedication and professionalism of the Eagle team working to
produce tangible results."

HughesNet installations that were completed by Eagle in May
included CVS Pharmacies, Walgreens, Chevrons, Wyndham Hotels, Taco
Bell, Pizza Hut, Jack-In-The-Box, Choice Hotel, Sonic, Dollar
Tree, Denny's Restaurant, and Kentucky Fried Chicken.  In
addition, Eagle completed installations for National Stores, Long
John Silvers, Teppco Pipeline, and American General Finance. Also,
under the Hughes Legacy installations, work was completed for the
Texas Department of Public Safety.

"Eagle's Satellite Systems group continues to lead IT Services
with revenue growth and we expect to see more records broken as we
continue to expand," Mr. Cordaro said.

                        About IT Services

Eagle Broadband's IT Services Group is a full-service integrator
offering a complete range of network technology products including
VoIP, remote network management, network implementation services
and IT project management services.  The IT Services division also
includes the SatMAX(R).  Eagle Broadband's SatMAX provides
indoor/outdoor communications utilizing the global Iridium-based
-- http://www.iridium.com/-- satellite communications system.  It
offers both fixed and mobile solutions, including the emergency
first responder SatMAX Alpha "SatMAX-in-a-suitcase" technology.

                      About Eagle Broadband

Eagle Broadband Inc. (OTC BB: EAGB) -- http://eaglebroadband.com/
-- is a technology company that develops and delivers products and
services in three core business segments: IPTV -- Eagle
Broadband's IPTVComplete(TM) provides direct access to more than
250 channels of high-demand programming from popular entertainment
providers, often using Eagle's high-definition, set-top boxes.

SatMAX(R) -- Eagle Broadband's SatMAX provides indoor/outdoor
communications utilizing the global Iridium-based satellite
communications system.  It offers both fixed and mobile solutions,
including the emergency first responder SatMAX Alpha "SatMAX-in-a-
suitcase" technology.

At Feb. 28, 2007, the company's balance sheet showed $19.1 million
in total assets and $19.3 million in total liabilities, resulting
in a $134,000 total stockholders' deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 27, 2006,
LBB & Associates Ltd. LLP in Houston, Texas, expressed substantial
doubt about Eagle Broadband Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended Aug. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative working capital, losses in 2005
and 2006, and need for additional financing necessary to support
its working capital requirements.


EAGLEPICHER CORP: Moody's Rates $220 Million Credit Facility at B1
------------------------------------------------------------------
Moody's Investors Service assigned ratings of B1 to the new first-
lien guaranteed senior secured credit facility of EaglePicher
Corporation.  In a related action Moody's raised EaglePicher's
Corporate Family Rating and the Probability of Default to B2 from
B3.  The rating outlook is stable.

Proceeds from the announced sale of the company's Boron business,
together with the new credit facilities of $290 million will be
used to refinance the existing bank facilities put in place upon
the company's exit from Chapter 11 of the US Bankruptcy Code in
August 2006.

The new credit facilities include a $70 million second-lien senior
secured term loan which is not rated by Moody's.  Moody's raised
the corporate family and the probability of default ratings based
on the expectations that the asset sale will be completed with the
proceeds used to repay the existing third-lien term facility, and
that the new bank financing also be completed.

Together, these actions will result in lower indebtedness and in
considerable interest expense savings on the new bank credit
facilities.  The ratings continue to reflect the company's
moderate size, especially when considering the various markets in
which it operates, and the company's weak credit metrics.  Through
its restructuring efforts, EaglePicher has made progress in its
overall operating performance.

These ratings were raised:

-- Corporate Family Rating and Probability of Default to B2 from
    B3;

These ratings were assigned:

-- B1 (LGD3 36%) rating for the first-lien $70 million senior
    secured revolving credit facility;

-- B1 (LGD3 36%) rating for the first-lien $150 million senior
    secured term loan facility;

These ratings will be withdrawn upon their refinancing:

-- B1 (LGD2 25%) rating for the existing first-lien $70 million
    senior secured revolving credit facility;

-- B1 (LGD2 25%) rating for the existing first-lien $160 million
    senior secured term loan facility;

-- Caa1 (LGD4 63%) rating for the existing second-lien $65
    million senior secured term loan facility

The new $70 million second-lien senior secured term loan is not
rated by Moody's.

The last rating action was on Sept. 22, 2006 when the LGD
methodology was applied.

The stable outlook continues to reflect the sufficient support
EaglePichers' various businesses provide to the new capital
structure.  The company will not face material scheduled principal
debt amortization requirements until 2012.  The company expects to
have about $50 million in liquidity through the combined
availability under the senior secured revolving credit and cash on
hand.  Leverage, pro forma for the asset sales and new bank credit
facilities is expected to approximate 4.2x, including Moody's
standard adjustments.  EBIT/interest coverage will approximate
1.4x.  However, free cash flow is expected to be nominal over the
near term.

Future events that could drive an improved rating outlook or
rating upgrade include:

   i. net new business wins in the automotive businesses at
      sufficient margins to offset negotiated price concessions on
      existing business;

  ii. improved operating and free cash flow performance; or

iii. significant debt reduction through free cash flow or other
      sources.

Consideration for an improved outlook or rating upgrade could
arise if any combination of these factors were to result in
leverage being sustained at below 4x and an increase EBIT/Interest
to consistently above 1.7x.

Future events that could drive a lower rating outlook or rating
downgrade include:

   i. declining revenues and operating margins resulting in
      continued negative free cash flow performance;

  ii. significantly higher raw material costs which are not passed
      through in the form of surcharges to customers;

iii. the inability to win profitable net new business and
      improved margins; or

  iv. liquidity declining to inadequate levels.

Consideration for lower ratings could arise if any combination of
these factors were to contribute to the deterioration of
EBIT/interest coverage approaching 1x, or leverage approaching 6x.

EaglePicher Corporation, currently headquartered in Inkster,
Michigan is a diversified manufacturer of advanced technology and
industrial products that are used in the automotive, defense,
aerospace, telecommunications, medical implant devices, and food
and beverage industries.  Annual revenues about $523 million.


EAST 44TH REALTY: Court Okays Gary Lampert as Trustee's Accountant
------------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave David R. Kittay, Esq., the
Chapter 11 Trustee appointed for East 44th Realty LLC's bankruptcy
cases, authority to employ Gary R. Lampert, C.P.A., as his
accountant.

As the Trustee's accountant, Mr. Lampert is expected to:

   a. reconcile bank accounts;

   b. analyze transactions in cash receipts and cash disbursements
      to determine estate income and deduction items;

   c. determine tax attributes available to the estate including
      net operating loss forward and other tax credits;

   d. calculate and accrue administration fees, commissions and
      allowances;

   e. prepare annual estate income tax returns;

   f. communicate and correspond with taxing authorities;
      request expeditious audit of Trustee's tax returns upon
      closing of the estate, if necessary or desirable; and

   g. perform any other services as may be required by him.

The Trustee respectfully request that an order of employment be
based on these following rates:

     Designation           Hourly Rate
     -----------           -----------
     Deponent                 $300
     Senior                   $185
     Paraprofessional          $65

Mr. Lampert 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.

                    About East 44th Realty LLC

Headquartered in New York, East 44th Realty, LLC, is a tenant of
a building located at 228-238 East 44th Street in Manhattan.  The
building is comprised of 164 residential units and three
commercial spaces.  The Debtor is the sub-lessor of the premises,
collects rents from its subtenants and manages the premises.  The
Debtor is the tenant under a net-lease dated as of Dec. 9, 1960.
The Debtor filed for chapter 11 protection on August 5, 2005
(Bankr. S.D.N.Y. Case No. 05-16167).  Warren R. Graham, Esq., at
Davidoff Malito & Hutcher LLP represents the Debtor in its
restructuring efforts.  David Kittay, Esq., the Chaptr 11 Trustee
appointed by the Court to oversee the Debtor's affairs I
represented by Michelle G. Gershfeld, Esq., at Kittay & Gershfeld,
P.C.  When the Debtor filed for protection from its creditors, it
listed $25,737,873 in assets and $13,128,560 in debts.


FORD MOTOR: Gerald Shaheen Joins Board of Directors
---------------------------------------------------
Ford Motor Company disclosed the election of Gerald L. Shaheen to
the company's Board of Directors, effective immediately.  Mr.
Shaheen is a group president at Caterpillar Inc. in Peoria,
Illinois.

"Gerry is a respected business leader with more than 40 years of
service in a variety of management positions with Caterpillar,"
Ford Executive Chairman Bill Ford said.  "He brings a
manufacturing and dealer perspective to Ford's Board of Directors.
We look forward to the significant contributions he will make in
helping Ford to deliver its plan for automotive leadership and for
creating profitable growth for all going forward."

"I'm both thrilled and honored to be in a leadership position as a
Board member with the Ford Motor Company, one of the truly great
American companies."  Mr. Shaheen said.  "I look forward to
working with Ford's Board of Directors and the leadership team to
make this great company even stronger."

Mr. Shaheen also is a Board member of the Association of Equipment
Manufacturers, a Board member and immediate past Chairman of the
U.S. Chamber of Commerce; and a Board member of the National
Chamber Foundation and the Mineral Information Institute, Inc.

He also serves on the Board of Directors for National City
Corporation, where he chairs the Nominating and Board of Directors
Governance Committee, and AGCO Corporation, where he chairs the
Compensation Committee.

In Peoria, Mr. Shaheen serves on the Board of Trustees of the
National Multiple Sclerosis Society, Greater Illinois Chapter and
Peoria NEXT.

Mr. Shaheen received his bachelor's degree in business
administration from Bradley University in 1966 and an MBA from
Bradley in 1968.  He has served the University in several
capacities, including president of the Alumni Association and
currently as Chairman of the Board of Trustees.  He also completed
the Tuck Executive Program at Dartmouth College in 1988.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
in 200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core and
affiliated automotive brands include Ford, Jaguar, Land Rover,
Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The company
provides financial services through Ford Motor Credit Company.

                          *    *    *

To date, Ford Motor Company still carries Standard & Poor's
Ratings Services 'B' long-term foreign and local issuer credit
ratings and negative ratings outlook.

At the same time, the company carries Moody's Caa1 issuer and
senior unsecured debt ratings and negative ratings outlook.


FORD MOTOR: Adds $100 Mil. Investment for St. Petersburg Plant
--------------------------------------------------------------
Ford of Europe intends to increase capacity of the St. Petersburg
Assembly Plant and to start building the new Ford Mondeo for the
Russian market under an expansion plan.  The capacity increase
would represent an investment of more than $100 million, lifting
Ford's overall St. Petersburg investment to over $330 million.

The announcement coincides with the St. Petersburg Plant's five-
year anniversary, and builds on Ford's leading position in the
Russian vehicle market.  Ford was the first foreign automaker to
open its own assembly plant in Russia and the Ford brand was the
Russian market leader among import brands in 2006.  The Ford Focus
has been the best-selling car among non-Russian brands for four
consecutive years.

"The Russian car market has experienced tremendous growth over the
last several years," Ford of Europe President and CEO John Fleming
said.  "We see consumer demand continuing to rise for stylish cars
that offer great driving dynamics -- exactly the type of vehicles
Ford offers."

Under the new expansion plan, annual production capacity of the
plant is targeted to rise to 125,000 units in 2009 from the
current level of 72,000 units.  The additional capacity would
include 25,000 Mondeo units and 28,000 Focus models.  Ford expects
to begin production of the new Mondeo for Russia in late 2008,
pending government approvals.

The St. Petersburg plant, which employs 2,200 workers, currently
makes the Focus in all four body styles: 3-door, 4-door, 5-door
and wagon versions.  The plant started production in July 2002
with an initial annual capacity of 25,000 units.

Ford continues to strengthen its sales and market position in
Russia.  Through the first half of this year, Ford sales in Russia
were 81,782 units, 122% higher than the same period in 2006, when
36,826 vehicles were sold.  In addition to the Focus, Ford sells
the following vehicles in Russia: Fusion, Fiesta, C-MAX and Mondeo
cars; S-MAX and Galaxy MPVs; the Ranger compact pickup truck;
Maverick and Explorer SUVs; and the Transit and Transit Connect
commercial vehicles.

Ford in Russia Timeline:

   * 1907 - First Ford dealer in Russia opens in St. Petersburg,
     four years after Ford Motor Company was started in the U.S.

   * March 1996 - Ford opens sales office in Moscow after six
     years of commercial operations.

   * July 2002 - Ford starts production of the Ford Focus at St.
     Petersburg following initial investment of $150 million.

   * April 2005 - Ford opens National Parts Distribution Centre
     outside of Moscow to serve Ford, Land Rover and Volvo
     brands.

   * June 2005 - Ford announces plans to increase annual
     capacity at St. Petersburg to 60,000 units starting January
     2006.  Increase brings Ford's total investment to more than
     $230 million.

   * April 2006 - St. Petersburg plant produces 100,000 th Ford
     Focus.

   * December 2006 - Ford dealer network grows to 124 companies
     in 81 cities in Russia.

   * January 2007 - Industry sales figures show Ford is the
     sales leader for foreign brands in 2006.

Ford of Europe is responsible for producing, selling and servicing
Ford brand vehicles in 47 individual markets, including Russia and
Turkey.  The first Ford cars were shipped to Europe in 1903 -- the
same year Ford Motor Company was founded.  Ford of Europe now
employs approximately 66,000 people.  In addition to Ford Motor
Credit Company, Ford of Europe operations include Ford Customer
Service Division and 22 manufacturing facilities, including joint
ventures.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
in 200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core and
affiliated automotive brands include Ford, Jaguar, Land Rover,
Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The company
provides financial services through Ford Motor Credit Company.

                          *    *    *

To date, Ford Motor Company still carries Standard & Poor's
Ratings Services 'B' long-term foreign and local issuer credit
ratings and negative ratings outlook.

At the same time, the company carries Moody's Caa1 issuer and
senior unsecured debt ratings and negative ratings outlook.


FREEPORT-MCMORAN: Cuts Term Debt to $2.45 Billion at June 30
------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. reduced its senior secured
term debt from $4.4 billion at March 31, 2007, to $2.45 billion at
June 30, 2007, and has refinanced its term debt to achieve
interest cost savings and improved terms.

FCX established a new $2.45 billion Term Loan A and used the
proceeds to repay fully amounts borrowed under its Term Loan B.
Interest cost savings associated with this transaction approximate
0.75% per annum.

Richard C. Adkerson, chief executive officer, said, "Since closing
the Phelps Dodge transaction just over three months ago, we have
reduced the balance of our term debt from $10 billion to
$2.45 billion.  We expect to continue to generate significant cash
flows from our operations, which would enable us to take steps to
enhance shareholder value through investments in our attractive
growth projects, further debt reductions and cash returns to
shareholders."

As previously reported, in March 2007 FCX raised $10 billion in
senior secured term loans as part of $17.5 billion of debt
financing for the Phelps Dodge acquisition.  Immediately after
closing the Phelps Dodge transaction, FCX raised $5.76 billion of
proceeds from equity financings, which were used, together with
subsequent internally generated cash flow from operations, to
repay debt.

Total debt at June 30, 2007, is expected to approximate
$9.7 billion and consolidated cash is expected to approximate
$2 billion, compared with $12.0 billion in total debt and
$3.1 billion in consolidated cash, at March 31, 2007.

FCX expects to record a charge of about $31 million to net income
in the third quarter of 2007 for the early extinguishment of the
Term B loan.

                      About Freeport-McMoRan

Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) --
http://www.fcx.com/-- an international mining company with
headquarters in Phoenix, Arizona.  FCX operates assets with
significant proven and probable reserves of copper, gold and
molybdenum.  FCX has a portfolio of operating, expansion and
growth projects in the copper industry.  The Grasberg mining
complex, the world's largest copper and gold mine in terms of
reserves, is the company's key asset.  FCX also operates
significant mining operations in North and South America and is
developing the potential Tenke Fungurume project in the Democratic
Republic of Congo.

                          *     *     *

As reported in the Troubled Company Reporter on July 12, 2007,
Fitch Ratings upgraded the ratings on Freeport-McMoRan Copper &
Gold Inc.'s $1 billion Secured Bank Revolver to 'BB+' from 'BB';
6.875% secured notes due 2014 to 'BB+' from 'BB'; Unsecured notes
due 2015 and 2017 to 'BB' from 'BB-'; and 7% convertible notes due
2011 to 'BB' from 'BB-'.  In addition, Fitch affirmed these the
company's Issuer Default Rating at 'BB'; $500 million PT Freeport
Indonesia/FCX Secured Bank Revolver at 'BBB-'; and Convertible
Preferred Stock at 'B+'.  Fitch also assigned a rating of 'BB+' to
Freeport-McMoran's new $2.45 billion five-year term loan A.


FRESH DEL MONTE: S&P Puts Preliminary B Rating on Sr. Unsec. Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
senior unsecured debt, preliminary 'B' subordinated debt, and
preliminary 'B-' preferred stock ratings to Fresh Del Monte
Produce Inc.'s Rule 415 universal shelf registration for debt
securities.

The company may sell debt securities or ordinary shares or a
combination thereof.  Net proceeds are expected to be used for
general corporate purposes, including to repay outstanding
indebtedness if so specified in the prospectus supplement.  The
company may invest funds that are not immediately needed for these
purposes in short-term marketable securities.  The corporate
credit rating on Cayman Islands-based Fresh Del Monte is 'BB-'.
The outlook is negative.

"The rating reflects its participation in the highly variable,
commodity-oriented fresh fruit and vegetable industry, which is
affected by uncontrollable factors such as global supply,
political risk, weather, and disease," said Standard & Poor's
credit analyst Alison Sullivan.  Mitigating these concerns are the
company's leading positions in the production, marketing, and
distribution of fresh produce.  At March 31, 2007, Fresh Del
Monte had about $484 million of debt outstanding.

Fresh Del Monte is the No. 1 marketer of fresh pineapples
worldwide, and the No. 3 marketer of bananas worldwide.


GABRIEL TECH: T.J. O'Brien Resigns as Chief Operating Officer
-------------------------------------------------------------
Gabriel Technologies Corporation's acting chief operating officer
Thomas Joseph O'Brien advised the company's board of directors
that he would be resigning.  Mr. O'Brien's resignation is to be
effective July 13, 2007.

Mr. O'Brien was appointed by the board to this position on
Jan. 22, 2007.

                    About Gabriel Technologies

Based in Omaha, Nebraska, Gabriel Technologies Corporation
(OTC: GWLK) -- http://www.gabrieltechnologies.com/-- sells
locking systems for truck trailers, railcars, and intermodal
shipping containers under the WAR-LOK brand name.  Its products
are manufactured by contractors and distributed from Gabriel's
assembly center.  Gabriel also offers Trace Location Services, an
asset-tracking system for vehicle fleet operators that is based on
the Global Positioning System.  The trucking industry accounts for
more than 85% of the company's sales.  Gabriel added biometric
technology to its product mix in 2006 by acquiring a majority
stake in Resilent, an Omaha, Nebraska-based company that does
business as Digital Defense Group, but pursuant to an exchange and
mutual release agreement entered into by the company and Resilent
on Dec. 30, 2006, the company reduced its ownership interest in
Resilent to approximately 44%.

Gabriel Technologies was originally incorporated in 1990 as
Princeton Video Image Inc.  In 2004, Princeton Video Image Inc.
filed for bankruptcy and emerged as a reorganized company on June
10, 2004.  On July 23, 2004, the company changed its name to
Gabriel Technologies Corporation.

                       Going Concern Doubt

Williams & Webster, PS, in Spokane, Wash., expressed substantial
doubt about Gabriel Technologies Corporation's ability to continue
as a going concern after auditing the company's consolidated
financial statements for the fiscal year ended June 30, 2006.  The
auditing firm pointed to the company's significant operating
losses and accumulated deficit at June 30, 2006.


GALLETTA REALTY: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Galletta Realty-Trenton, L.L.C.
        fka Galletta Management, L.L.C.
        427 West Landis Avenue
        Vineland, NJ 08361

Bankruptcy Case No.: 07-19639

Chapter 11 Petition Date:

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Joseph McCormick, Jr.
                  Weinberg & McCormick
                  109 Haddon Avenue
                  Haddonfield, NJ 08033
                  Tel: (856) 795-1600
                  Fax: (856) 795-9469

Total Assets: $4,110,509

Total Debts:  $3,127,283

Debtor's Five Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Williard                    trade debt                 $14,615
175 Titus Avenue
Suite 100
Warrington, PA 18976

P.S.E.&G.                   utility                     $5,506
P.O. Box 14106
New Brunswick, NJ
O8906-4106

Greg's Landscaping          trade debt                  $2,627
1761 Princeton
Avenue, 2nd Floor
Lawrenceville, NJ
08648

Thomas H. Ehrhardt,         legal services                $302
L.L.C.

Waste Management            trade debt                    $177


GERDAU AMERISTEEL: Moody's Puts Ba1 Rating Under Review
-------------------------------------------------------
Moody's Investors Service placed the ratings of Gerdau Ameristeel
Corporation (Ba1 corporate family rating -- Ameristeel) and Gerdau
S.A.'s Ba1 corporate family rating under review for possible
downgrade.

In addition, Moody's affirmed the Ba1 global local currency
corporate family rating of the Brazilian operations of Gerdau
represented by:

   i. Gerdau Acominas S.A.,
  ii. Gerdau Acos Longos S.A.,
iii. Gerdau Acos Especiais S.A., and
  iv. Comercial de Acos S.A.,

affirmed the Ba1 foreign currency rating of Gerdau's $600 million
perpetual bonds guaranteed by Gerdau Brazil but changed the
outlook for the Gerdau Brazil related ratings to developing from
positive.

At the same time, Moody's placed the ratings of Chaparral Steel
Company (Ba3 corporate family rating - Chaparral) under review
with direction uncertain.  The reviews were prompted by the
announcement that Ameristeel signed a definitive merger agreement
to acquire Chaparral for $86 per share in cash in a transaction
valuing Chaparral's equity at roughly $4.2 billion.  The
transaction remains subject to a number of approvals, including
regulatory and shareholder.

The acquisition, if successful, will likely be funded by a
significant amount of new debt.  Moody's review for Ameristeel
will focus on the composition of its capital structure following
the potential merger and the company's overall debt servicing
capabilities.  Initially, the acquisition will be funded by a bank
bridge facility at Ameristeel, although the company has indicated
that it will explore an equity issue in order to maintain a
reasonable capital structure.

Ameristeel's parent, Gerdau, indicated that it will take its pro-
rata share of any potential equity issue by Ameristeel in order to
maintain its current level of equity ownership (67%).  The
proposed transaction would significantly increase Ameristeel's
leverage; if fully debt-financed, the company's estimated pro
forma LTM Debt/EBITDA would be around 4x, using Moody's standard
adjustments.  Were Ameristeel's Debt/EBITDA to increase beyond 3x,
its ratings could be downgraded multiple notches.

Chaparral's ratings were placed under review with direction
uncertain given the potential benefit that could be derived from
having Ameristeel as its parent, and its inclusion in the Gerdau
group, as well as the company's continued strong performance.
Chaparral's review will focus on the planned capital structure and
debt levels that will remain at the company and the potential for
Ameristeel to withdraw cash via upstream dividends to service its
own debt burden.

Moody's also notes that Chaparral's existing notes contain a
change of control clause and that the company will have to make a
tender offer for the notes.  Should Chaparral's debt structure
remain no greater than currently exists and should Moody's be
comfortable as to the ability of Chaparral to continue to service
its obligations from its cash flow, its ratings could be confirmed
or upgraded.  Should additional debt be placed at Chaparral,
thereby requiring greater debt service requirements, the ratings
could be downgraded.

The review of Ameristeel's and Chaparral's ratings as well as
those of Gerdau will primarily focus on the ultimate level of debt
at the respective companies, potential integration risks involved
in the transaction, the growth objectives going forward, and the
strategic business impact that might result, including
Ameristeel's increased presence in the structural market.

Gerdau Brazil should continue to be the group's main cash flow
generator after the acquisition, representing close to 50% of pro-
forma consolidated EBITDA.  Moody's developing outlook for Gerdau
Brazil's rating is contingent upon the conclusion of the
acquisition of Chaparral by Ameristeel and the clarification of
its funding sources, which would allow Moody's to better estimate
the possible contingent risk for Gerdau Brazil arising from the
potential increase of Ameristeel's leverage.

On Review for Possible Downgrade:

Issuer: Gerdau Ameristeel Corporation

-- Ba1 Probability of Default Rating, Placed on Review for
    Possible Downgrade,

-- Ba1 Corporate Family Rating, Placed on Review for Possible
    Downgrade, currently Ba1

-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Possible Downgrade, currently Ba2, LGD5 74%

Issuer: Jacksonville Economic Development Comm., FL

-- Senior Unsecured Revenue Bonds, guaranteed by Gerdau
    Ameristeel, placed on review for possible downgrade, currently
    Ba2, LGD5 74%

Issuer: Gerdau S.A.

-- Ba1 Corporate Family Rating, placed on review for possible
    downgrade,

On Review Direction Uncertain:

Issuer: Chaparral Steel Company

-- Ba3 Probability of Default Rating, placed on review direction
    uncertain,

-- Ba3 Corporate Family Rating, placed on review direction
    uncertain, currently Ba3

-- Senior Secured Bank Credit Facility, placed on review
    direction uncertain, currently Baa3 LGD2 13%

-- Senior Unsecured Regular Bond/Debenture, placed on review
    direction uncertain, currently B1 LGD4 65%

Outlook Actions:

Issuer: Chaparral Steel Company

-- Outlook, Changed To Rating Under Review From Stable

Issuer: Gerdau Ameristeel Corporation

-- Outlook, changed to rating under review from stable

Issuer: Gerdau S.A.

-- $600 million guaranteed perpetual bonds outlook changed to
    Developing(m) From Stable(m)

Chaparral, headquartered in Midlothian, Texas, had total
consolidated steel shipments of nearly 2.3 million tons and
generated revenues of $1.6 billion for the trailing twelve months
ended Feb. 28, 2007.

Gerdau Ameristeel, headquartered in Tampa, Florida, produces
rebar, merchant bar, structural shapes, wire rod, and flat-rolled
steel at its 17 North American mini-mills, and conducts downstream
fabrication at about 50 different facilities.  The company had
sales of about $4.7 billion for the trailing twelve months ended
March 31, 2007.

Gerdau S.A. headquartered in Porto Alegre, Brazil, is the largest
long steel producer in Brazil and the second largest long steel
manufacturer in North America, with consolidated net revenues of
about $12.5 billion for the trailing twelve months ended
March 31, 2007.


GO LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Go Logistics, Inc.
        dba Go Trans
        157 South Parkway East
        Memphis, TN 38106

Bankruptcy Case No.: 07-26324

Type of business: The Debtor provides trucking services.
                  See http://www.gotrans.net

Chapter 11 Petition Date: July 10, 2007

Court: Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  Steven N. Douglass, Esq.
                  Harris Shelton Hanover Walsh, P.L.L.C.
                  2700 One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
PREPASS                                               $147,875
23566 Network Place
Chicago, IL 60673

H.&P. Leasing                                          $75,136
P.O. Box 6257
Jackson, MS 3928-6257

B.B.&T. Leasing Corp.                                  $59,912
P.O. Box 31273
Charlotte, NC 28231

Xtra Lease                                             $37,442

Barloworld Truck Center                                $30,753

Southern Tire Mart, L.L.C.                             $27,280

Sprint/Nextel                                          $24,288

U.S.I.S. Commercial                                    $13,434
Services, Inc.

F.E.D.E.X.                                             $12,507

Steepleton Tire Co.                                    $12,009

UnitedHealthCare                                       $11,519

Hiner Logistics, L.L.C.                                $10,320

Lincoln General Insurance Co.                           $7,511

Time Warner Telecom                                     $6,512

J.J. Keller & Associates, Inc.                          $6,435

Airport Inn                                             $6,166

Maintenance Supply & Fastener                           $5,880
Co., Inc.

Ashland                                                 $4,420

Best Tarps                                              $3,365

Yuletide Office Supply                                  $3,482


GRAPHIC PACKAGING: Fitch Places B Issuer Default Rating on Watch
----------------------------------------------------------------
Fitch placed the ratings of Graphic Packaging Corporation on Watch
Evolving:

-- Issuer Default Rating 'B';
-- Senior secured revolver 'BB-/RR2';
-- Senior secured term loan 'BB-/RR2;
-- Senior unsecured bonds 'B/RR4';
-- Senior subordinated notes 'B-/RR5'.

GPK announced an all-stock merger with Altivity Packaging, LLC
with GPK as the acquirer of record.  As contemplated GPK will
merge into a new holding company, succeeding in name to the GPK
ticker.  Altivity will become a subsidiary of the new GPK in an
exchange of stock.

Altivity will add mass to GPK's share of the consumer products
packaging market, giving the combined entity an estimated 22%
market share, and adding to GPK's 23% share of the folding carton
market.  Altivity also brings introductions to markets for
multi-wall bags, flexible packaging and labels.  The horizontal
integration of GPK and Altivity promises annual synergies of
$90 million or greater within three years, coming from a superior
integration of mills and converting operations, economies of scale
in procurement and infrastructure expenses and best practices in
plant operations.

GPK estimates that Altivity is on track to earn $200 million in
normalized EBITDA in 2007 which includes $50 million in stand-
alone cost improvements.  Fitch believes that GPK is on track to
substantially improve its own performance over last year
($290 million in EBITDA), if cost inflation can be held below
price concessions that have been won.

GPK already obtained $2.2 billion in commitments to refinance with
security Altivity's debt and its own term loan and revolver.
GPK's outstanding bonds, senior unsecured and subordinated notes
totaling $450 million, will remain in place at Graphic Packaging
International, Inc, an operating subsidiary of the new GPK.  The
ratings of these securities, as well as new ratings of new debt,
will be determined by fact and circumstance and an evaluation,
which awaits additional data, of the new GPK's business prospects.
The merger is expected to close in the fourth quarter of this
year.

GPK is the largest producer of coated unbleached kraft paperboard
in North America and is the successor to the 2003 merger of
Graphic Packaging International Corporation and Riverwood Holding
Inc.  GPK is an international manufacturer and supplier of folding
cartons and multi-pack beverage containers and paperboard
containers for food and other consumer products companies.

Altivity, privately owned by affiliates of TPG Capital, is the
largest privately held producer of folding cartons and owns the
former consumer packaging assets of Smurfit-Stone Container Corp.
and Field Container Company.


GRAPHIC PACKAGING: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Graphic Packaging International
Inc.'s B1 corporate family rating, Ba2 secured bank facilities, B2
senior unsecured notes and B3 subordinated notes following the
company's announcement of a proposed merger with Altivity
Packaging LLC (B1, Stable).  The outlook remains negative.

At the same time, Moody's affirmed Graphic's SGL-3 speculative
grade liquidity rating.  The affirmation of Graphic Packaging's
ratings is based on the assessment that the transaction is
expected to have a minimal impact on the company's credit profile.
Both companies currently have the same corporate family ratings
(B1), and Altivity shareholder's will receive shares in the new
Graphic Packaging as consideration.  Moody's expects the
transaction to be a leverage neutral event with the expectation of
a recapitalization in the near term.

Rating/Outlook Actions:

Issuer: Graphic Packaging International Inc.

-- Corporate family rating affirmed at B1
-- Senior secured bank facilities affirmed at Ba2 (LGD2, 27%)
-- Senior unsecured notes affirmed at B2 (LGD 4, 68%)
-- Subordinated notes affirmed at B3 (LGD 6, 93%)
-- Outlook remains Negative

The transaction is subject to shareholder and regulatory approvals
and is not expected to close until the fourth quarter of this
year.  Moody's considers both predecessor companies to be somewhat
weakly positioned at the prevailing B1 level, with limited credit
protection measures.  However, given the two companies' geographic
and product line overlap, the prospective transaction provides
scope for cost savings and synergies.

Synergies include enhanced procurement, future plant
rationalization, mill optimization and SG&A savings.  Moody's
expects the combined company to create future performance and
credit protection measures more appropriate for the B1 rating
level.  Up to about $2.8 billion of committed financing has been
obtained to refinance all or a portion of the existing
indebtedness at both companies as well as a new operating facility
for the newly-formed company.

Graphic Packaging International, Inc., located in Marietta,
Georgia, is a provider of paperboard packaging solutions.


GRAPHIC PACKAGING: S&P Affirms B+ Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings,
including its 'B+' corporate credit rating, on Graphic Packaging
International Inc.  The outlook is negative.  The action followed
the company's announcement that it signed a definitive agreement
to merge with Altivity Packaging LLC (B+/Stable/--).

"The affirmation reflects our expectations that the proposed
merger should be modestly positive for the company's business risk
profile through both industry rationalization and potential
synergies," said Standard & Poor's credit analyst Pamela Rice.

The new company, to be named Graphic Packaging Holding Co., will
have revenues of about $4.4 billion, and management expects about
$90 million of synergies over the next four years.  As such, the
combined company could produce greater cash flow and accelerate
debt reduction beyond what we currently expect for Graphic
Packaging.  However, pro forma leverage, which S&P expects to be
about the same as for Graphic Packaging currently, will remain
very aggressive for the ratings at around 7x.  In addition, the
new company faces integration risks only a short time after the
formation of Altivity.

Graphic Packaging had total debt, including debt-like obligations,
of $2.1 billion and debt to last-12-month EBITDA of 7x at
March 31, 2007.  Altivity Packaging had net debt, adjusted for
debt-like obligations, of $1.2 billion and debt to 2007 estimated
EBITDA of 5.8x.

Graphic Packaging obtained bank commitments to refinance
Altivity's $985 million first-lien credit facilities and
$330 million second-lien term loan.  It also has commitments for a
revolving credit facility that it plans to increase.  However, at
this time, S&P does not have sufficient details regarding these
facilities to determine the impact on existing recovery ratings at
Graphic Packaging.

Graphic Packaging, based in Marietta, Ga., manufactures paperboard
and folding cartons used in beverage and consumer products
packaging, as well as packaging machines that are leased to
beverage manufacturers.

"We could lower the ratings if Graphic Packaging is unable to
reduce its debt sufficiently over the next two years to bring
credit measures in line with expectations because of high input
costs, a general economic downturn, or difficulties integrating
Altivity," Ms. Rice said. "We could revise the outlook to stable
if earnings and cash flow are more robust than currently
expected because of revenue initiatives, further meaningful cost
reductions, or greater-than-expected synergies that allow a more
rapid pace of debt reduction."


GUNDLE/SLT: Seeks Consents for Changes to 11% Sr. Notes Covenant
----------------------------------------------------------------
Gundle/SLT Environmental Inc. has commenced a consent solicitation
to amend the reporting covenant in the indenture governing its
outstanding 11% Senior Notes due 2012, Series B.  The consent
solicitation will expire at 5:00 p.m., New York time, on July 19,
2007, unless extended by the company.

The proposed amendment would delete the requirement to file
reports with the Securities and Exchange Commission; instead
require the company to deliver, within 10 days after the company
is required to file with the SEC, to the Trustee and to
noteholders, specified financial information and a management's
discussion and analysis of financial condition and results of
operations for each of the company's first three fiscal quarters
and the company's fiscal year, well as current reports that would
be required to be filed with the SEC on Form 8-K pursuant to
certain items of Form 8-K.

If the requisite consents are received from holders of the Notes
as of July 3, 2007, the record date for the consent solicitation,
and all other conditions to the Consent Solicitation Statement
have been satisfied or waived, the company will make a consent
payment of $10 per $1,000 principal amount validly consented and
not revoked.

Holders can obtain additional copies of the Consent Solicitation
Statement and related material from the Information Agent and
Tabulation Agent for the consent solicitation, Global Bondholder
Services Corp. at (212) 430-3774 or (866) 873-6300.

UBS Investment Bank is acting as the Solicitation Agent.  Holders
with questions about the consent solicitation can contact UBS'
Liability Management Group at (203) 719-4210 (call collect) or
(888) 722-9555 x3374210 (toll-free).

                About Gundle/SLT Environmental, Inc.

Headquartered in Houston, Texas, Gundle/SLT Environmental Inc. --
http://www.gseworld.com/-- markets and manufactures geosynthetic
lining solutions, products and services used in the containment
and management of solids, liquids and gases for organizations
engaged in waste management, mining, water and wastewater
treatment, and aquaculture.

                         *     *     *

Standard & Poor's Ratings Services assigned B- rating on
Gundle/SLT Environmental Inc.'s long term foreign and local credit
on November 2006.  The outlook is stable.

Moody's Investor Services assigned B2 on the company's long term
corporate family rating and probability of default rating on
September 2006.  The outlook is stable.


HARTFORD MEZZANINE: S&P Rates $38.75 Million Class K Notes at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to the $500 million notes issued by Hartford Mezzanine
Investors I - CRE CDO 2007-1 Ltd.

The preliminary ratings are based on information as of
July 11, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the economics of the
collateral, the geographic and property type diversity of the
collateral, and the backup advancing provided by the trustee.

            Preliminary Ratings Assigned

Hartford Mezzanine Investors I - CRE CDO 2007-1 Ltd.

      Class             Rating       Amount (mil. $)
      -----             ------       ---------------
       A-1               AAA              137.50
       A-2               AAA               50.00
       A-3               AAA               52.50
       B                 AA                35.00
       C                 A+                10.00
       D                 A                 10.00
       E                 A-                15.00
       F                 BBB+              25.00
       G                 BBB               20.00
       H                 BBB-              21.25
       J                 BB                23.75
       K                 B                 38.75
    Preferred shares     NR                61.25

                      NR -- Not rated.


HAWK CORP: Commences Offer to Purchase 8-3/4% Senior Notes
----------------------------------------------------------
Hawk Corporation has commenced an offer to purchase at par its
outstanding 8-3/4% Senior Notes due 2014.  The offer to purchase
the Notes was made pursuant to the Indenture dated as of Nov. 1,
2004, among Hawk Corporation, the guarantors named therein and
HSBC Bank USA, National Association, as Trustee, and the provision
of the Notes.

The sale of the company's precision components segment for
approximately $94.2 million on Feb. 2, 2007, constituted an Asset
Sale pursuant to the terms of the Indenture.  As a result of the
Asset Sale and the company's determination not to apply all of the
cash proceeds from the sale as provided for in the indenture, the
net proceeds offered to the holders of the Notes will be
approximately $84.9 million.

The offer to purchase will expire at 5:00 p.m., New York City
time, on Aug. 7, 2007.

Headquartered in Cleveland, Ohio, Hawk Corporation (AMEX: HWK) --
http://www.hawkcorp.com/-- is a supplier of highly engineered
products.  Its friction products group is a supplier of friction
materials for brakes, clutches and transmissions used in
airplanes, trucks, construction and mining equipment, farm
equipment, recreational and performance automotive vehicles.  The
company's performance racing group manufactures clutches and
gearboxes for motorsport applications and performance automotive
markets.  Hawk has approximately 1,100 employees at 11
manufacturing, research, sales and administrative sites in 5
countries.

                           *     *     *

Standard & Poor's Ratings Services placed B rating on Hawk
Corporation's long term foreign and local issuer credit on January
2007.

Moody's Investor Services assigned the company's senior unsecured
debt B3 rating and its probability of default B2 rating on
September 2006.  The outlook is negative.


HEXION SPECIALTY: Inks Definitive Merger Pact with Huntsman
-----------------------------------------------------------
Huntsman Corporation has agreed to a definitive merger agreement
with Hexion Specialty Chemicals Inc., pursuant to a transaction
with a total value of approximately $10.6 billion, including the
assumption of debt.

Huntsman has terminated the merger agreement with Basell AF.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for $28 per share in cash.
The agreement also provides that the cash price per share to be
paid by Hexion will increase at the rate of 8% per annum beginning
270 days from July 12, 2007.

The Hexion Transaction was a superior proposal to the Basell
Agreement and was unanimously approved by the board of directors
of Huntsman.  Huntsman's board approved the agreement for the
Hexion Transaction at the recommendation of a Transaction
Committee comprised solely of Huntsman independent directors.
Hexion's board also has approved the agreement.

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman charitable
trust, who collectively own approximately 57% of Huntsman's common
stock, have agreed to vote in favor of the transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.
Hexion will have up to 12 months, subject to a 90 day extension by
the Huntsman board under certain circumstances, to close the
transaction.

Huntsman's board authorized the delivery of a notice of
termination of the Basell Agreement, along with the payment of the
$200 million break-up fee required by the Basell Agreement.
Hexion funded $100 million of the Basell break-up fee while
Huntsman funded the remaining $100 million.

"This is a very favorable outcome for our shareholders and one
that reflects a confidence in our company of which our associates
can be very proud," Peter R. Huntsman, president and CEO of
Huntsman, said.  "Hexion is an attractive candidate for a merger
with Huntsman.  We have complementary businesses and, together,
will have an even stronger technology platform from which to serve
our customers."

"I have invested much of my life in Huntsman Corporation and
consider it the highest honor to be associated with such
exceptional customers and associates," Jon M. Huntsman, founder
and chairman of Huntsman, added.  "However, the time has come when
it is in the best interests of our shareholders to sell the
company.  I am pleased with the outcome of our merger negotiations
with Apollo, and have every confidence that the combined Hexion
and Huntsman teams will be superb stewards of this business
for the next era."

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

                        About Huntsman Corp.

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

                      About Hexion Specialty

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

                           *     *     *

As reported in the Troubled Company Reporter on July 9, 2007,
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and other ratings on Columbus, Ohio-based Hexion Specialty
Chemicals Inc. on CreditWatch with negative implications.  The
ratings on related entities were also placed on CreditWatch.


INNER HARBOR: Fitch Junks Ratings on Four Certificate Classes
-------------------------------------------------------------
Fitch upgrades two classes, affirms two classes, downgrades one
class of notes, and revises the recovery ratings on one class of
notes issued by Inner Harbor CBO 1999-1 Ltd.

These rating actions are effective immediately:

-- $4,348,346 class A-3L notes upgraded from 'A-' to 'AAA';
-- $13,379,527 class A-3 notes upgraded from 'A-' to 'AAA';
-- $28,000,000 class A-4A notes affirmed at 'CCC+/DR1';
-- $10,000,000 class A-4B notes affirmed at 'CCC+/DR1';
-- $9,000,000 class B-1L notes downgraded to 'C/DR4' from
    'CC/DR3';
-- $5,500,000 class B-2 notes revised to 'C/DR4' from 'C/DR5'.

Inner Harbor is a collateralized debt obligation managed by T.
Rowe Price Associates, Inc. which closed Dec. 21, 1999.  Inner
Harbor is composed primarily of High Yield Bonds.  Included in
this review, Fitch discussed the current state of the portfolio
with the asset manager and their portfolio management strategy
going forward.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios to
measure the breakeven default rates going forward relative to the
minimum cumulative default rates required for the rated
liabilities.

These upgrades are a result of amortization and cash accumulation.
The class A-3L and A-3 notes have amortized a total of 66.6% of
their original balance since the last review on Nov. 1, 2004.
Additionally, $17.7 million of cash principal proceeds have
accumulated since the last payment date on Jan. 15, 2007, and are
expected to be distributed at the next distribution date on July
15, 2007.

The senior class A overcollateralization test improved to 372.54%
from 136.19% at the last review, and the class A
overcollateralization test improved to 115.81% from 106.69%.
Conversely, the class B overcollateralization test decreased to
87.78% from 98.45% at the last review, and continues to fail its
trigger of 103%.  According to the June 2, 2007 trustee report,
there are $7.8 million of defaulted assets currently held,
comprising 14.6% of the total portfolio.

Due to the structural features of this deal, the class B-1L and
class B-2 notes have remained current on interest with the
application of a portion of the CDO's principal proceeds after the
interest coverage test is cured in the principal waterfall.
Despite their subordination to the B-1L notes, the class B-2 notes
have a high coupon of 13.67%, which provides them with a marginal
benefit in total expected interest cash flows given this CDO's
structure.

The ratings of the classes A-3L and A-3 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 classes A-4A, A-4B, B-1L, and B-2 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.


ITC DELTACOM: S&P Rates Corporate Credit Rating at B-
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Huntsville, Alabama-based ITC DeltaCom Inc.  The
outlook is stable.

S&P also assigned a 'CCC+' rating to subsidiary Interstate
FiberNet Inc.'s $240 million of secured first-lien bank
facilities.  The recovery rating is '5', indicating our
expectation of modest (10%-30%) recovery in the event of a payment
default.

Proceeds from the bank loans, together with equity contributions
in excess of $50 million, will be used by ITC, a competitive local
exchange carrier to repay existing debt and preferred stock.

"The rating reflects the company's vulnerable business position,
the challenges it faces in improving its operations and customer
retention, and its aggressive financial profile," said Standard &
Poor's credit analyst Catherine Cosentino.  ITC's business risk is
very high as a CLEC facing competitive threats from much larger
and financially stronger incumbent telephone companies,
particularly in AT&T Inc.'s BellSouth territory.

ITC's prime differentiator in light of such significant
competition has historically been its lower service prices.  As
such, accelerated marketing by AT&T could further pressure ITC's
prices and margins over the next few years.  This is especially
problematic to ITC, since management distractions experienced in
2004 and 2005, including failed mergers with other communications
carriers, resulted in some service quality problems, declines
in sales force and related sales productivity, and customer
defections.  As a result of these issues, the company has had to
rebuild and refocus its sales force.

ITC serves 42 major metropolitan markets in eight contiguous
states in the southeast, with facilities in another three
tangential states.  The company targets small enterprises with a
bundled T1 or device software optimization offer.  While ITC has
about 41,000 customers and about 400,000 retail access lines, its
ability to materially grow the business is uncertain despite a
significant improvement in churn in the past two years.


KAUFMAN & BROAD: KB Home Sells 49% Stake to PAI for $800 Million
----------------------------------------------------------------
KB Home completed the previously reported sale of its entire 49%
equity interest, representing 10,921,954 shares, in its French
subsidiary Kaufman & Broad S.A. to PAI Partners for gross proceeds
of approximately $800 million.

The purchase price of EUR55 per share consists of EUR50.17 per
share in cash paid by PAI and EUR4.83 per share in the form of a
cash dividend paid by Kaufman & Broad.

                        About PAI Partners

PAI Partners -- http://www.paipartners.com/-- is a private equity
firms in Europe with its origins dating back to Paribas Affaires
Industrielles, the historical principal investment activity of
Paribas, the pan-European merchant bank which merged with BNP in
1999.  Controlled by its partners, PAI partners is an independent
company which manages and advises dedicated private equity funds
with a total equity value of more than EUR7 billion.

PAI partners has offices in Paris, London, Madrid and Milan.  The
Europe-wide team is composed of 44 professionals with diverse
backgrounds and sectorial expertise.

                          About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.ketb.com/-- is an American homebuilder.  The company
has domestic operating divisions in 15 states, building
communities from coast to coast.

                       About Kaufman & Broad

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

                          *     *     *

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

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


KB HOME: Completes Sale of Kaufman & Broad Stake to PAI Partners
----------------------------------------------------------------
KB Home completed the previously reported sale of its entire
49% equity interest, representing 10,921,954 shares, in its French
subsidiary Kaufman & Broad S.A. to PAI Partners for gross proceeds
of approximately $800 million.

The purchase price of EUR55 per share consists of EUR50.17 per
share in cash paid by PAI and EUR4.83 per share in the form of a
cash dividend paid by Kaufman & Broad.

                        About PAI Partners

PAI Partners -- http://www.paipartners.com/-- is a private equity
firms in Europe with its origins dating back to Paribas Affaires
Industrielles, the historical principal investment activity of
Paribas, the pan-European merchant bank which merged with BNP in
1999.  Controlled by its partners, PAI partners is an independent
company which manages and advises dedicated private equity funds
with a total equity value of more than EUR7 billion.

PAI partners has offices in Paris, London, Madrid and Milan.  The
Europe-wide team is composed of 44 professionals with diverse
backgrounds and sectorial expertise.

                          About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.ketb.com/-- is an American homebuilder.  The company
has domestic operating divisions in 15 states, building
communities from coast to coast.

Kaufman & Broad S.A., a company subsidiary, is publicly-traded on
Euronext Paris and is a homebuilder in France.

                          *     *     *

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


KENDLE INT'L: Prices Public Offering of $175 Million Senior Notes
-----------------------------------------------------------------
Kendle International Inc. priced its underwritten public offering
of $175,000,000 aggregate principal amount of 3.375% Convertible
Senior Notes due 2012.  The offering was increased by $25,000,000
in aggregate principal amount of notes over the proposed offering.

As reported in the Troubled Company Reporter on July 11, 2007,
Kendle International intended to offer an aggregate of
$150 million of convertible senior notes due in 2012.

As part of the offering, Kendle has granted the underwriter a
30-day option to purchase up to an additional $25,000,000
aggregate principal amount of notes to cover over-allotments, if
any.

The notes pay interest semi-annually at a rate of 3.375% per
annum.  The notes are convertible, in certain circumstances into
cash and shares of Kendle's common stock, based on an initial
conversion rate of 20.9585 shares of common stock per $1,000
principal amount of notes,representing an initial conversion price
of approximately $47.71 per share of common stock, subject to
adjustment upon the occurrence of certain events.

The initial conversion price represents a conversion premium of
approximately 32.5% over the closing sale price of Kendle's common
stock on July 10, 2007, which was $36.01 per share.  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 Kendle's common stock.

The notes are not redeemable at the option of Kendle prior to
maturity.  Upon a fundamental change, holders may require Kendle
to repurchase their notes at a purchase price equal to the
principal amount of the notes to be repurchased, plus accrued and
unpaid interest, if any, in cash.  The notes will be senior
unsecured obligations of Kendle.

UBS Investment Bank acted as sole book-running manager for the
offering.

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

Kendle expects to receive net proceeds from the notes offering of
approximately $169.4 million after deducting underwriting
discounts and commissions and estimated offering expenses.

Kendle expects to use a portion of the net proceeds to fund the
net cost of the convertible note hedge and warrant transactions.
Kendle intends to use the remaining net proceeds from this note
offering to repay 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.

Printed copies of the prospectus and prospectus supplement
relating to the offering may also be obtained from:

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

                   About Kendle International Inc.

Headquartered in Cincinnati, Ohio, Kendle International Inc.
(Nasdaq: KNDL) -- http://www.kendle.com/-- is a 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.


LEVI STRAUSS: May 27 Balance Sheet Upside-Down by $865.2 Million
----------------------------------------------------------------
Levi Strauss & Co.'s balance sheet as of May 27, 2007, showed
total assets of $2.7 billion, total liabilities of $3.6 billion,
and total stockholders' deficit of $865.2 million.

Second-quarter results reflect continued growth momentum, with net
revenue improvements in each of the company's three regions.  Net
income also improved for the period.

Net revenues for the second quarter ended May 27, 2007, were
$1 billion, compared to $960.8 million for the same quarter in
2006, a 6% increase.  The increase primarily reflects the success
of upgraded and premium products worldwide, strong growth in
emerging markets in the Asia Pacific region, and incremental
revenues from additional brand-dedicated retail stores worldwide.
Net revenues also benefited from favorable currency exchange rates
during the period.

Net income for the second quarter increased 14% to $45.7 million,
compared to $40.2 million in the same quarter of 2006.  Net income
benefited from lower interest expense as a result of debt
repayment and lower interest rates obtained through refinancing
actions taken during 2006 and 2007.  Refinancing-related costs
also were lower in the 2007 period.  These improvements were
partially offset by higher income tax expense in the second
quarter of 2007 compared to the same quarter of 2006 primarily due
to a higher discrete tax benefit in the 2006 period.

                  Liquidity and Capital Resources

The maximum availability under the company's senior secured
revolving credit facility is $550 million.  As of May 27, 2007,
based on collateral levels as defined by the agreement, reduced by
amounts reserved in accordance with this facility as described
below, its total availability was about $333.3 million.  The
company had no outstanding borrowings under this facility, but had
utilization of other credit-related instruments such as
documentary and standby letters of credit.  Unused availability
was about $245.2 million.

Under the company's senior secured revolving credit facility, it
is required to maintain certain reserves against availability,
including a $75 million reserve at all times.  These reserves
reduce the availability under its credit facility.

As of May 27, 2007, the company had cash and cash equivalents
totaling $307.2 million, resulting in a net liquidity position of
$552.4 million.

A copy of the company's second quarter report is available for
free at http://ResearchArchives.com/t/s?2185

"Our growth momentum continues," said John Anderson, chief
executive officer.  "Our premium products are resonating with
consumers.  North America - our largest region - is delivering
good revenue performance, and I'm particularly pleased with
Europe's progress.  We have more work to do in Japan, Korea and
the U.S. Levi Strauss Signature(R) brand, but our solid first half
puts us on track for a good year."

"We delivered another quarter of net revenue and net income
growth.  Our strong cash flow allowed us to further reduce debt
while we continue to invest in the business," said Hans Ploos van
Amstel, chief financial officer.  "Given our first-half
performance, we expect modest net revenue and net income growth
for the fiscal year."

                        About Levi Strauss

Founded in 1853 by Bavarian immigrant Levi Strauss, Levi Strauss &
Co. -- http://www.levistrauss.com/-- is one of the world's
largest brand-name apparel marketers with sales in more than 110
countries.  The company market-leading apparel products are sold
under the Levi's(R), Dockers(R) and Levi Strauss Signature(R)
brands.

Levi Strauss & Co. is privately held by descendants of the family
of Levi Strauss.  Shares of company stock are not publicly traded.
Shares of Levi Strauss Japan K.K., the company's Japanese
affiliate, are publicly traded in Japan.

The company employs a staff of about 10,000 worldwide, including
about 1,010 at the company's San Francisco, California
headquarters.

                          *     *     *

As reported in the Troubled Company Reporter on April 13, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to
apparel marketer and distributor Levi Strauss & Co.'s proposed
$325 million senior unsecured term loan due 2014.

At the same time, Standard & Poor's said it raised all of its
ratings on the San Francisco-based company by one notch,
including raising its 'B-' long-term corporate credit rating to
'B'.  The outlook is positive.


LIVE NATION: Wants to Offer $200 Million in Convertible Notes
-------------------------------------------------------------
Live Nation Inc. intends to offer, subject to market conditions
and other factors, $200 million aggregate principal amount of
convertible senior notes due 2027.  As part of the offering, the
company intends to grant the initial purchasers a 13-day option to
purchase up to an additional $20 million aggregate principal
amount of the notes to cover over-allotments, if any.

The notes will be offered in a private placement in the United
States to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933.

The offering price, interest rate, conversion rate and
circumstances in which a holder may convert its notes and other
terms will be determined by negotiations between the company and
the initial purchasers.  The notes will be unsecured.  Upon
conversion, the notes may be settled in shares of Live Nation
common stock or, at our election, cash or a combination of cash
and shares of Live Nation common stock.

Live Nation intends to use the net proceeds from the offering to
repay debt under its credit facility and for general business
purposes.

                        About Live Nation

Live Nation Inc., headquartered in Beverly Hills, California,
(NYSE:LYV) -- http://www.livenation.com/-- operates as a live
music and venue management company. It operates through three
segments: Events, Venues and Sponsorship, and Digital
Distribution.

                          *     *     *

To date, Live Nation Inc. carries Standard & Poor's B+ long-term
foreign and local issuer credit ratings.  The ratings outlook is
negative.


LOTHIAN OIL: Taps BlackHill Partners as Financial Advisor
---------------------------------------------------------
Lothian Oil Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Western District of Texas for authority to employ
James R. Latimer, III as their chief restructuring officer and
Blackhill Partners LLC as their financial advisor.

Blackhill will provide certain financial advisory services with
respect to developing and implementing programs, negotiations
and/or transactions to restructure certain obligations of the
Debtors.  Blackhill will concentrate its efforts on formulating
strategic alternatives to assist the Debtors in their efforts for
a successful restructuring.  In addition, Blackhill will:

     (a) review and assess the positions and interests of the
         current stakeholders, and options for resolution with
         them;

     (b) examine the financial position of the Debtors, business
         disputes, existing relationships, available resources,
         and other elements of problem-solving in a complex and
         fast-moving situation;

     (c) develop, propose, and where possible, implement, subject
         to Board direction, plans to address the multiple issues
         confronting the Debtors and their stakeholders;

     (d) provide executive leadership and problem solving for the
         full range of the Debtors' needs; and

     (e) carry out additional tasks on behalf of the Debtors as
         the Board and Blackhill may mutually agree are necessary
         and appropriate.

The Debtors have agreed to pay Blackhill:

     (a) advisory fees at hourly rates of $395 for Managing
         Directors of Blackhill and $145 for Associates of
         Blackhill for all time spent on the engagement subsequent
         to June 7, 2007.  Blackhill will provide to the Debtors a
         monthly invoice detailing the time spent and expenses
         incurred by Blackhill on the engagement.

     (b) upon confirmation of a plan of reorganization for the
         Debtors, a success fee of a minimum of $150,000 and a
         maximum of $250,000, calculated as $250,000 if a plan of
         reorganization is confirmed on or before Jan. 15, 2008.
         The success fee will decrease by $20,000 on the 15th day
         of each succeeding month if a plan of reorganization has
         not been confirmed by that date, until the success fee
         reaches $150,000.  There is no further reduction of the
         success fee regardless of the date on which a plan of
         reorganization is confirmed.  In the event the Debtors
         terminate the Blackhill Agreement for any other reason
         than the gross negligence of Blackhill, the Success Fee
         payable will be $250,000.

     (c) Blackhill has a retainer in the amount of $31,792
         as of the petition date.  The retainer will not be used
         to satisfy monthly invoices for fees and expenses, but
         will be held to assure final payment to Blackhill of any
         unpaid fees, expenses, and success fees.  Any unused
         portion of the retainer will be refunded upon the
         completion of the engagement.

To the best of the Debtors' knowledge, Blackhill does not
represent any interest adverse to the Debtors or their estates.

The firm can be reached at:

            James R. Latimer III
            Managing Director
            Blackhill Partners LLC
            2001 Bryan Street, Suite 1965
            Dallas, Texas 75201
            Telephone: 214.871.2460
            Latimer@bhpllc.com

                        About Lothian Oil

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: Wants to Hire Davis Gerald as Special Counsel
----------------------------------------------------------
Lothian Oil Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Western District of Texas for authority to employ
Davis, Gerald & Cremer, P.C. as special counsel.

The Debtors wants Davis Gerald to represent and advise them in
their Chapter 11 cases with respect to the Frio Litigation, the
Nawab Litigation, and the Frio and Nawab Settlements.

                       The Frio Litigation

On or about March 17, 2007, Lothian Oil and certain affiliates
entered into agreements with Frio Energy Partners, LP and certain
affiliates for the development of certain oil and gas producing
properties known as the Masters Creek Project.

A dispute arose between Lothian Oil and Frio regarding the
development of the Masters Creek Project and the use of funds
contributed by Frio for development of the Master Creek Project.

On Feb. 28, 2007, Frio filed its Plaintiff's Original Petition
against Lothian Oil, Lothian Investments I, LEaD I JVGP, and Bruce
Ransom in the 269th District Court of Harris County, Texas, in the
case styled and numbered Frio Energy Partners, LP et al. v.
Lothian Oil Inc. et al., Cause No. 2007-12527.  The petition
alleged breach of fiduciary duty, fraud, conspiracy, and breach of
contract.

                      The Nawab Litigation

On Aug. 17, 2006, Lothian Oil and Nawab Energy Partners LLC
entered into a contract relating to the acquisition of certain oil
and gas leases known as the "Cowden Prospect," the "Casselman
Prospect," and the "Bohannon Prospect" collectively, the
"Midland County Prospects".  A dispute arose between Lothian Oil
and Nawab concerning the development of the Midland County
Prospects.

On March 12, 2007, Nawab filed its Plaintiff's Original Petition
and request for declaratory relief in the 238th Judicial District
Court of Midland County, Texas, in the case styled and numbered
Nawab Energy Partners, LP v. Lothian Oil, Inc., Cause
No. CV45865.  The Nawab Petition sought a declaration that Lothian
Oil was not entitled to exercise an option to purchase the
Casselman Prospect or the Bohannon Prospect.  Lothian Oil
filed a counterclaim to the Nawab Petition.

On March 13, 2007, Lothian Oil filed its Petition in the 238th
Judicial District Court of Midland County, Texas, in the case
styled and numbered Lothian Oil, Inc. v. Nawab Energy Partners,
LP, Cause No. CV45873.  The Lothian Petition alleged that

Nawab breached its agreement with Lothian Oil and that Lothian Oil
had properly exercised its option to purchase the Casselman
Prospect and the Bohannon Prospect.

Lothian Oil was represented in the Frio Litigation and the Nawab
Litigation by Davis, Gerald in Midland, Texas.  The Debtors
believe that Davis Gerald and its attorneys are qualified to
advise and represent the Debtors in their Chapter 11 cases.

                             Fees

The Debtors will pay Davis Gerald according to these current
standard hourly rates:

        Professional/Paraprofessional       Hourly Rate
        -----------------------------       -----------
        Patrick S. Gerald, Esq., Partner        $265
        David H. Smith, Esq., Partner           $230
        Vanessa Brock, Legal Assistant           $95

To the best of the Debtors' knowledge, Davis Gerald does not hold
or represent an interest adverse to the Debtors or to the estates.

The firm can be reached at:

            Patrick S. Gerald, Esq.
            Davis, Gerald & Cremer
            400 West Illinois, Suite 1400
            Midland, Texas 79701-4310
            Tel: (432) 687-0011
            Fax: (432) 687-1735

                        About Lothian Oil

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.


MAGNA ENT: AmTote Unit Inks Service Agreement with Woodbine
-----------------------------------------------------------
Magna Entertainment Corp.'s wholly-owned subsidiary AmTote Canada,
Inc. has entered into a Totalisator Service Agreement with
Woodbine Entertainment Group.

AmTote Canada will be the tote services provider to WEG for a 10-
year term commencing January 2008.  Financial terms were not
disclosed.

"We are thrilled to enter into a new business relationship with
Woodbine Entertainment Group, one of the most prominent players in
the horse racing industry," Steve Keech, President of AmTote
International, Inc., said.  "We look forward to providing patrons
of WEG with an unsurpassed pari-mutuel wagering experience, as we
continue to expand our portfolio of customers worldwide.  This
transaction represents an exciting growth opportunity for AmTote."

"AmTote's new leadership and focus on innovation is well aligned
with our vision and we look forward to our long-term technology
partnership," Sean Pinsonneault, Vice President of Wagering
Services for WEG, said.

AmTote, headquartered in Hunt Valley, Maryland, is a global
provider of totalisator and wagering technology.  AmTote currently
has service contracts with over 70 customers worldwide, including
North American and international racetracks, sports books, and
online wagering entities.

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

                      Going Concern Doubt

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


MORGAN STANLEY: Fitch Holds Low-B Ratings on 2 Certificate Classes
------------------------------------------------------------------
Fitch upgrades Morgan Stanley Capital I Trust, series 2004-RR2,
commercial mortgage-backed securities pass-through certificates
as:

-- $15.1 million class C to 'AA' from 'A+';
-- $5.3 million class D to 'AA-' from 'A';
-- $12.2 million class E to 'A-' from 'BBB+';
-- $3.3 million class F to 'BBB+' from 'BBB';
-- $6.9 million class G to 'BBB-' from 'BB+';
-- $3.7 million class H to 'BB+' from 'BB';
-- $2.5 million class J to 'BB' from 'BB-';
-- $2.5 million class K to 'BB-' from 'B+'.

Fitch also affirms these classes:

-- $58.7 million class A-1 'AAA';
-- $109.1 million class A-2 'AAA';
-- Notional class X 'AAA';
-- $30.2 million class B 'AAA';
-- $2.5 million class L 'B';
-- $1.6 million class M 'B-'.

Classes N-1 through N-5 are not rated by Fitch.

The rating upgrades reflect increased subordination levels as well
as positive migration of the underlying commercial mortgage backed
securities.  As of the June 2007 distribution date, the
transaction has paid down 17.3% to $269.6 million from $326.1
million at issuance.

The certificates are collateralized by all or a portion of 31
fixed-rate CMBS from 24 separate transactions.  The CMBS assets in
the collateral pool range from the 1996 vintage to the 2000
vintage with only one underlying class, 0.32%, representing a
first loss class of a CMBS transaction.  The current weighted
average rating factor of the underlying bonds is 9.2,
corresponding to an average rating of 'BBB-/BB+', compared to
12.02 at last review and 12.36 at issuance.  The underlying
classes' ratings are based on Fitch's actual rating, or on Fitch's
internal credit assessment for those classes not rated by Fitch.

Delinquencies in the underlying transaction are:

   i. 30 days: 0.07%;
  ii. 60 days: 0.05%;
iii. 90+ days: 0.09%;
  iv. Foreclosure: 0.12%; and
   v. real estate owned: 0.61%.


MORGAN STANLEY: S&P Lifts Ratings on Class J Certificates to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from
Morgan Stanley Dean Witter Capital I Trust 2002-IQ2.

Concurrently, S&P affirmed the ratings on eight other classes from
the same series.  The raised and affirmed ratings reflect credit
enhancement levels that provide adequate support through various
stress scenarios.  As of the June 18, 2007, remittance report, the
collateral pool for the transaction consisted of 55 loans with an
aggregate trust balance of $443.7 million, down from 105 loans
totaling $778.6 million at issuance.

The master servicer, KeyBank Real Estate Capital, reported
primarily full-year 2006 financial information for 100% of the
pool, which excludes $67.5 million (15%) of loans secured by
defeased collateral.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.54x, up
from 1.44x at issuance.  There are currently no delinquent loans
in the pool, and there are no loans with the special servicer.  To
date, the trust has sustained two losses totaling $3 million.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $240.9 million (54%) and a weighted average
DSC of 1.56x, up from 1.49x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
nine of the assets underlying the top 10 loans.  All of
the collateral was characterized as "good."

Credit characteristics for one of the loans in the pool, the
Woodfield Mall loan, are consistent with those of high investment-
grade obligations.  This loan is the largest exposure in the pool
and is encumbered by a $242.9 million class A note and a $40.6
million class B note.  The A note is divided into three pari passu
pieces, of which $58.6 million serves as the trust collateral.
The B note provides 100% of the cash flow to the certificates in
Woodfield Mall Trust's series 2002-WM, a stand-alone transaction.
The loan is secured by 917,916 sq. ft. of a 2.2 million-sq.-ft.
enclosed super-regional mall in Schaumburg, Ill.  The property
manager, Taubman Realty, is not affiliated with the sponsor of the
loan.  Standard & Poor's adjusted NCF for this loan is up 3% since
issuance.

KeyBank reported a watchlist of 16 loans ($87.1 million, 20%),
including two of the top 10 exposures secured by real estate.
Details of these two loans are:

-- The largest loan on the watchlist, Commerce Park Industrial
    Portfolio, is the fifth-largest loan in the pool secured by
    real estate.  The loan has an outstanding balance of $20.2
    million (5%) and is secured by four industrial properties
    totaling 600,372 sq. ft. All of the properties are located in
    Texas.  The loan appears on the watchlist because the
    properties reported a DSC of 0.84x for the year-ending 2006.

-- 854 Golf Lane is the sixth-largest loan in the pool secured by
    real estate.  The loan has an outstanding balance of $13.8
    million (3%).  The loan is secured by a 469,492-sq.-ft.
    industrial property in Bensenville, Ill.  The loan appears on
    the watchlist because one of the tenants vacated the property
    in August 2005.  The property is currently 75% occupied.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis. The
resultant credit enhancement levels support the raised and
affirmed ratings.

                   Ratings Raised

Morgan Stanley Dean Witter Capital I Trust 2002-IQ2
Commercial mortgage pass-through certificates series 2002-IQ2

                 Rating
                 ------
      Class    To       From   Credit enhancement (%)
      -----    --       ----   ---------------------
        C      AA+      A+            14.24
        D      AA-      A-            12.48
        E      A+       BBB+          10.73
        F      A        BBB            8.97
        G      BBB+     BBB-           7.66
        H      BBB      BB+            5.46
        J      BB+      BB             4.15
        K      BB       BB-            3.27

                 Ratings Affirmed

Morgan Stanley Dean Witter Capital I Trust 2002-IQ2
Commercial mortgage pass-through certificates series 2002-IQ2

       Class    Rating       Credit enhancement (%)
       ----     ------       ---------------------
       A-3      AAA                  25.42
       A-4      AAA                  25.42
       B        AAA                  19.72
       L        B+                    2.39
       M        B                     1.73
       N        B-                    1.08
       X-1      AAA                   N/A
       X-2      AAA                   N/A

                        N/A - Not applicable.


MSDW CAPITAL: S&P Lifts Ratings on Class L Certificates to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from
Morgan Stanley Dean Witter Capital I Trust 2002-HQ (MSDW
2002-HQ). Concurrently, S&P affirmed the ratings on eight classes
from the same series.  Additionally, S&P raised the ratings on
three classes of commercial mortgage pass-through certificates
from Woodfield Mall Trust's series 2002-WM.

The raised and affirmed ratings on the MSDW 2002-HQ certificates
reflect credit enhancement levels that provide adequate support
through various stress scenarios.  The raised ratings on the
Woodfield Mall Trust 2002-WM certificates reflect the increased
operating performance of the property and the amortization of the
loan.

As of the June 19, 2007, remittance report, the collateral pool
for MSDW 2002-HQ consisted of 62 loans with an aggregate trust
balance of $548.5 million, down from 78 loans totaling
$846 million at issuance.  The master servicer, Capmark Finance
Inc, reported primarily full-year 2006 financial information for
100% of the pool, which excludes $113.4 million (21%) of loans
secured by defeased collateral.

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.54x, compared with 1.56x at
issuance.  There are currently no delinquent loans in the pool,
and two loans ($22.3 million) are with the special servicer, also
Capmark Finance Inc.  To date, the trust has not experienced any
losses.

The top 10 loans for MSDW 2002-HQ secured by real estate have an
aggregate outstanding balance of $264.3 million (48%) and a
weighted average DSC of 1.63x, down from 1.68x at issuance.
Standard & Poor's reviewed property inspections provided by the
master servicer for nine of the assets underlying the top 10
loans. All of the collateral was characterized as "good."

Credit characteristics for one of the loans in the MSDW 2002-HQ
pool are consistent with those of high investment-grade
obligations. Details of the loan are as follows:

-- The largest exposure in the pool, Woodfield Mall, is
    encumbered by a $242.9 million class A note and a
    $40.6 million class B note.  The A note is divided into three
    pari passu pieces, $122.9 million of which serves as the trust
    collateral.  The B note provides 100% of the cash flow to the
    certificates in the Woodfield Mall Trust 2002-WM stand-alone
    transaction.

-- The notes are secured by 917,916 sq. ft. of a
    2.2 million-sq.-ft. enclosed super-regional mall in
    Schaumburg, Ill.  The property manager of the loan is Taubman
    Realty, which is not affiliated with the sponsor of the loan.
    Standard & Poor's adjusted NCF for this loan is up 3% since
    issuance.  The ratings on the Woodfield Mall Trust 2002-WM
    transaction were raised accordingly.

The only remaining loan with the special servicer is the U.S. Bank
Retail Banking Facility, which is secured by a 103,840-sq.-ft.
office property in Denver, Colorado, with an unpaid principal
balance of $9.1 million (2%).  The loan was transferred to the
special servicer in September 2006 due to imminent default.  The
property was occupied by U.S. Bank; however, it is currently 100%
vacant.  The loan is under a forbearance agreement and is current
with its payments.

An additional loan ($13.2 million, 2%) was reported with the
special servicer, but was paid off in full after the June 2007
remittance date.

Capmark reported a watchlist of nine loans ($34.5 million, 6%).
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.

                      Ratings Raised

Morgan Stanley Dean Witter Capital I Trust
Commercial mortgage pass-through certificates series 2002-HQ

               Rating
               ------
   Class    To       From       Credit enhancement (%)
   -----    --       ----       ----------------------
     F      AA-      A+                 11.57
     G      A+       A                  10.03
     H      A-       BBB+                7.33
     J      BBB+     BBB                 6.17
     K      BBB      BBB-                5.01
     L      BB       BB-                 3.47
     M      B+       B                   2.31
     N      B        B-                  1.93

Woodfield Mall Trust
Commercial mortgage pass-thru certificates series 2002-WM

                Rating
                ------
   Class     To        From
   -----     --        ----
   B-1       AAA       AA+
   B-2       AA+       AA
   B-3       AA        AA-

                    Ratings Affirmed

Morgan Stanley Dean Witter Capital I Trust
Commercial mortgage pass-through certificates series 2002-HQ

   Class    Rating      Credit enhancement (%)
   -----    ------      ----------------------
    A-2      AAA              27.76
    A-3      AAA              27.76
    B        AAA              21.79
    C        AAA              16.39
    D        AA+              15.04
    E        AA               13.11
    X-1      AAA               N/A
    X-2      AAA               N/A

                      N/A - Not applicable.


NEW CENTURY: EquiFirst Wins Auction for Technology Assets
---------------------------------------------------------
New Century Financial Corporation disclosed in a filing with the
Securities and Exchange Commission that it conducted and concluded
an auction on June 22, 2007, for its mortgage loan origination
software and related assets and, on a non-exclusive basis, certain
data related to the company's loan origination business pursuant
to procedures approved by the U.S. Bankruptcy Court for the
District of Delaware.

Pursuant to the Auction, EquiFirst Corporation, a subsidiary of
London-based Barclays, PLC, emerged as the highest and best
bidder.  EquiFirst will acquire the Technology Assets for
approximately $8,050,000.

NCFC, New Century Mortgage Corporation, and EquiFirst
subsequently entered into an Asset Purchase Agreement, which
provides, among others, that:

  (i) the Debtors will take all necessary actions to transfer
      all of their rights, title, and interest, and to assign
      the assumed contracts, to EquiFirst or its designees; and

(ii) the Debtors will serve CrownPeak Technology with a notice
      identifying the CrownPeak Agreement as an assumed contract
      under the EquiFirst Agreement, indicating the Debtors'
      intent to assign it to EquiFirst, as well as any proposed
      cure costs associated with the transaction.

On July 3, Judge Carey approved the Sale and one or more
subsequent sales of certain data related to the Debtors' loan
origination business, in each case on a non-exclusive basis.

The closing of the Technology Assets Sale is expected to take
place in August 2007 following the satisfaction of certain
customary conditions that are set forth in the Technology Assets
Agreement.

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

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

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NEW CENTURY: August 31 Set as General Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware sets
Aug. 31, 2007, as the General Bar Date, which would apply to all
entities holding prepetition claims against New Century Financial
Corporation and its debtor-affiliates, whether secured, unsecured,
priority or unsecured non-priority.

The Court also fixes October 2, 2007, at 5:00 p.m., as the
deadline for all governmental units to file claims against the
Debtors that arose before the Petition Date.

The Schedules Bar Date will be the later of (i) the General Bar
Date and (ii) 30 days after the date that notice of the
applicable amendment to the Debtors' Schedules of Assets and
Liabilities is served on the claimant.

The Rejection Bar Date, on the other hand, is set as the later of
(i) the General Bar Date and (ii) 30 days after the effective
date of rejection of an executory contract or unexpired lease.

The Ad Hoc Committee of Beneficiaries; Gregory Schroeder;
Michelle Parker; Martin Warren; Steve Holland; and Nabil Bawa
have tried to block the approval of the Debtors' request,
generally asserting that the beneficiaries' claims should be
exempt from the Bar Dates because:

  (a) the Debtors already know the amount and nature of the
      beneficiaries' claims;

  (b) under Rule 3002(c)(3) of the Federal Rules of Bankruptcy
      Procedure, they need not file a proof of claim until the
      adversary proceeding is resolved, at which point they
      would know whether they have allowable unsecured claims;
      and

  (c) they do not possess the information required by the
      Debtors' proposed procedures for filing proofs of claim.

In a separate filing, Kelly Beaudin Stapleton, the U.S. Trustee
for Region 3, also objected to the proposed injunction against
the late filing of proofs of claim.

The U.S. Trustee stated that in the event the Debtors' cases are
to be converted to Chapter 7 of the Bankruptcy Code, Section
726(a)(2(C)(3) provides for distributions to tardily filed claims
under Section 501(c).

To the extent that there will be a conversion of an entity's
proof of claim from a foreign currency to U.S. dollars, the
conversion should be performed as of the Petition Date and should
not be left to the Debtors' discretion, asserted the U. S.
Trustee.

Given that XRoads Case Management Services, LLC, has a dedicated
Web page for the cases, copies of the proof of claim form, the
Bar Date Order, and the Bar Dates Notice Package should be
available on that page, and the availability of the documents
should be noted in the Publication Notice, the U.S. Trustee
insisted.

Pursuant to the Order, Judge Carey rules that beneficiaries of
the Debtors' Deferred Compensation Plan and Supplemental
Executive Retirement/Savings Plan will not be required to file
proofs of claim by the General Bar Date, with respect to any and
all claims arising out of participation in the Plan, provided
that:

  (a) the exclusion is without prejudice to the rights of the
      Debtors and the Official Committee of Unsecured Creditors
      to ask the Court to establish a bar date for the claims in
      the event that the Court does not certify a class in the
      adversary proceeding filed by the Ad Hoc Committee of
      Beneficiaries and in its absence, Rule 3002(c)(3) of the
      Federal Rules of Bankruptcy Procedure will govern the
      filing of proofs of claim; and

  (b) to the extent that any of the beneficiaries holds any
      claim not arising out of participation in the plan, the
      person must file a proof of claim by the General Bar
      Date.

Judge Carey also orders that any entity that is required to file
a proof of claim against any of the Debtors, but fails to do so
by the applicable Bar Date, will not be treated as a creditor
with respect the claim for purposes of voting and distribution.

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

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

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NEWCOURT STREET: Fitch Rates EUR12.6 Million Class H Notes at BB+
-----------------------------------------------------------------
Fitch assigns these ratings to Newcourt Street Finance Limited:

-- EUR35,000,000 class A1 floating rate credit-linked notes
    'AAA';

-- EUR45,000,000 class A2 floating rate credit-linked notes
    'AAA';

-- EUR45,000,000 class B floating rate credit-linked notes 'AA+';
-- EUR39,000,000 class C floating rate credit-linked notes 'AA';
-- EUR33,000,000 class D floating rate credit-linked notes 'AA-';
-- EUR30,000,000 class E floating rate credit-linked notes 'A';
-- EUR15,000,000 class F floating rate credit-linked notes 'A-';
-- EUR15,000,000 class G floating rate credit-linked notes 'BBB';
-- EUR12,600,000 class H floating rate credit-linked notes 'BB+'.


ORBITZ WORLDWIDE: Moody's Rates Corporate Family Rating at B2
-------------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate
Family Rating to Orbitz Worldwide, Inc. and also assigned B1
ratings to its proposed $600 million senior secured bank facility,
$75 million revolver and $125 million synthetic letter of credit
facility.

The ratings of the facilities reflect both the overall probability
of default of the company, to which Moody's assigns a PDR of B2,
and a loss given default of LGD 3 for the facilities.  The B1
secured facilities' ratings, one notch above the corporate family
rating, incorporates the debt's lien on all assets, and pledged
capital stock and other equity securities, as applicable, of each
subsidiary.

The net proceeds of this offering, along with the proceeds from a
pending public offering of Orbitz by its parent Travelport
Limited, will be used to partly repay Travelport's secured debt
and provide excess cash to Orbitz.  The rating outlook is stable.

Orbitz B2 corporate family rating reflects the competition from
supplier-owned and third party travel sites as well as the
majority ownership and control held by Travelport (B2 CFR) in a
post IPO environment.  Balancing these credit challenges are the
company's leading position in the consumer online travel services
market, modest leverage and sufficient interest coverage.  Moody's
assigns a stable outlook in expectation of growing revenues,
profitability and free cash flows including costs associated with
being a stand-alone public company.

Ratings/assessments assigned:

-- Corporate family rating of B2;
-- Probability-of-default rating of B2;
-- $600 million secured term loan facility due 2014 of B1 (LGD 3,
    40%);

-- $75 million secured revolving credit facility due 2013 of B1
    (LGD 3, 40%);

-- $125 million secured synthetic letter of credit facility due
    2013 B1 (LGD 3, 40%);

-- Speculative grade liquidity rating -- SGL-2

Orbitz Worldwide, Inc. is the global online travel division of
Travelport, which operates a portfolio of consumer and corporate
travel brands, including Orbitz, CheapTickets and ebookers.


PACIFIC LUMBER: Wants September 5 Fixed as Supplemental Bar Date
----------------------------------------------------------------
Pacific Lumber Company and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of Texas to
establish Sept. 5, 2007, as the deadline for all creditors, if
any, who have not previously received the Bar Date Notice to file
their proof of claim in the Debtors' Chapter 11 cases.

As previously reported, the Court established July 17, 2007, as
the deadline for all of the Debtors' known creditors to file
proofs of claim in the Debtors' cases.  The Court also approved
the form and manner of service of the Bar Date Notice.

The Bar Date Order, however, do not provide for service to the
Debtors' unknown creditors.

sPursuant to Rules 2002(l) and 9008 of the Federal Rules of
Bankruptcy Procedure, the Debtors also seek the Court's authority
to publish the Supplemental Bar Date Notice in three newspaper
publications:

                                                    Estimated
  Publication               Circulation                Cost
  -----------               -----------             ---------
  Eureka Reporter        Local newspapers for         $1,486
                         Eureka, California,
                         covering immediate
                         surrounding areas,
                         including Scotia,
                         California

  Eureka Times-Standard  Local newspaper for          $1,712
                         Eureka, California,
                         covering immediate
                         surrounding areas,
                         including Scotia,
                         California

  Santa Rosa Press       Regional newspaper for       $1,934
  Democrat               the Northern Coast of
                         California with broad
                         circulation in Scotia

The Supplemental Bar Date Notice will be published at least two
different times in each of the three publications, once on a
Sunday and once on a weekday.

The Debtors intend to publish the Supplemental Notice no later
than August 3, 2007.

The Debtors inform the Court that the chosen newspaper
publications serve the surrounding areas of their timberlands and
sawmill, and are mostly likely to reach the audience of unknown
creditors that may hold claims against them.

Accordingly, the Debtors ask the Court to deem the Supplemental
Notice procedure to be adequate notice of the Supplemental Bar
Date.

Any Unknown Creditor that is required to, but fails to, file a
proof of claim by the Supplemental Bar Date will:

  (a) have its claim disallowed;

  (b) forever be barred from (i) participating in any manner in
      these cases, and (ii) receiving any distribution under any
      plan of reorganization confirmed in these cases; and

  (c) be bound by the terms of any plan of reorganization.

The Court will convene a hearing today, July 13, 2007, to consider
the Debtors' request.

                      About Pacific Lumber

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

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

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

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

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


PANAVISION INC: Weak Performance Cues Moody's to Downgrade Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Panavision Inc. to B3 from B2.

The downgrade reflects Panavision's weaker than expected
performance and inability to generate free cash flow, driven in
part by continued delays in the deployment of its next generation
cameras.  Moody's also downgraded the first lien bank rating to B1
and the second lien bank rating to Caa2.  The outlook is stable.

A summary of today's actions shows:

Panavision Inc.

-- Corporate Family Rating, Downgraded to B3 from B2

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

-- Senior Secured First Lien Facility, Downgraded to B1, LGD3,
    32% from Ba3

-- Senior Secured Second Lien Facility, Downgraded to Caa2, LGD5,
    84% from Caa1

Outlook Stable

This rating action follows the company's proposed upsize of its
first and second lien term loans, with about $55 million proceeds
intended to fund:

   i. a small asset purchase
  ii. repayment of outstanding borrowings under its revolver and
iii. incremental growth capital expenditures.

Panavision's B3 corporate family rating reflects high financial
risk, some degree of volatility in its core camera rental
business, uncertain asset coverage, and weak liquidity.  Execution
risk related to the Genesis deployment and the integration of
acquisitions also concerns Moody's.  However, the company's
industry leading market share in the feature film and episodic
television segment, strong brand image, and reasonably high EBITDA
margins support the rating.

Headquartered in Woodland Hills, California, Panavision
manufactures and rents camera systems and lighting equipment to
motion picture and television producers worldwide.  Its annual
revenue is about $300 million.


PANAVISION INC: S&P Revises Outlook to Negative from Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Panavision Inc. to negative from stable and affirmed the ratings,
including the 'B-' corporate credit rating, on the company.  At
the same time, S&P affirmed the ratings on the company's first-
and second-lien credit facilities, after the company proposed
$55 million in additional loans.

"The outlook revision reflects earnings performance that has been
below S&P's expectations and issues, such as delayed delivery of
high-end cameras, that suggest near-term risks to EBITDA growth,"
said Standard & Poor's credit analyst Tulip Lim.  "We are
concerned about the cumulative effect of these factors on
discretionary cash flow generation, and the risk of film industry
labor actions in 2008."

The Woodland Hills, Calif.-based provider of cameras to the film
and TV industries will be adding $30 million to its first-lien
credit facilities and $25 million to its second-lien credit
facilities.  Pro forma at March 30, 2007, for the funding of the
transaction, the secured financing package will consist of a
$280 million first-lien term loan due 2011, a $35 million first-
lien revolving credit facility due 2011, and a $150 million
second-lien term loan due 2012.

The first-lien facilities are rated 'B+', two notches higher than
the 'B-' corporate credit rating on Panavision, with a recovery
rating of '1', indicating S&P's expectation of very high (90%-
100%) recovery in the event of a payment default.  The second-lien
facilities are rated 'CCC+', one notch below the corporate credit
rating, with a recovery rating of '5', indicating S&P's
expectation of modest (10%-30%) recovery in the event of a payment
default.

As of March 31, 2007, the company had about $32 million in
capital leases and other debt, $32 million of noncancelable
capitalized operating leases, and $56 million of pay-in-kind
preferred stock.

Panavision will use proceeds from the first- and second-lien add-
on loans to acquire selected camera inventory of a European camera
rental concern, to pay down its revolving credit facility, and to
prefund capital expenditures and growth initiatives.

The ratings reflect Panavision's high leverage, potential for
tightening liquidity, and uncertain growth prospects. These
factors are minimally offset by the company's strong market
position in the U.S. feature film and TV camera rental market and
its geographically diverse operations.


PANTRY INC: Provides Preliminary Third Quarter 2007 Results
-----------------------------------------------------------
The Pantry Inc. disclosed preliminary financial results for its
third fiscal quarter ended June 28, 2007.

Subject to final adjustments, the company expects to report
diluted earnings per share for the quarter in a range between
$0.45 and $0.50, compared with earnings of $0.86 per share in the
corresponding period last year.  Results for the third quarter of
fiscal 2007 will include a charge of about $0.06 per share for
deferred financing costs in connection with the company's
refinancing of its credit facilities.

The company expects fiscal year 2007 net income to be between
$37.9 million to $41.5 million and fiscal year 2008 net income to
be between $62 million to $69 million.

Chairman and chief executive officer Peter J. Sodini said, "These
preliminary results primarily reflect our relatively low gasoline
margins during the quarter as compared to the prior year quarter.
This period was characterized by upward pricing pressure due to
production constraints at U.S. refineries.  We now expect earnings
per share for the full fiscal year to be between $1.65 and $1.80,
which is below our previous guidance range.  EBITDA for fiscal
2007 is estimated at a range of $234 million to $240 million."

Mr. Sodini continued, "Although fiscal 2007 has been a challenging
year, we do not believe there has been a material change in the
long-term fundamentals of our business.  In fact, our competitive
position in the marketplace has clearly improved with the
strategic acquisitions we have completed this year.  In fiscal
2008, assuming average gasoline margins are more in line with
historical performance in the mid to high 12 cents per gallon; we
would expect earnings per share and EBITDA, excluding future
acquisitions, in a range between $2.70 to $3 and $304 [million] to
$316 million, respectively."

                       About The Pantry

Headquartered in Sanford, North Carolina, The Pantry Inc.
(NASDAQ: PTRY) -- http://www.thepantry.com/-- operates
convenience store chains in the southeastern United States.  As of
Jan. 18, 2007, the company operated 1,524 stores in eleven states
under select banners including Kangaroo Express(SM), its primary
operating banner.

                        *     *     *

The Pantry Inc.'s $250 million first lien senior secured revolving
credit facility carries Moody's Investors Service's Ba3 rating.
The rating outlook is negative.


PAUL SCHWENDENER: Case Summary & 100 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Paul H. Schwendener, Inc.
             1000 Vandustrial Drive
             Westmont, IL 60559

Bankruptcy Case No.: 07-12145

Debtor affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Schwendener Construction Company, Inc.     07-12146
        Harston/Schwendener                        07-12147
        State & Kinzie Associates, Inc.            07-12150
        M.P. Associates Limited Partnership        07-12151

Type of business: The Debtors provides construction services and
                  consultancy.  See http://www.schwendener.com

Chapter 11 Petition Date: July 8, 2007

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtors' Counsel: Allen J. Guon, Esq.
                  Mark L. Radtke, Esq.
                  Steven B. Towbin, Esq.
                  Shaw, Gussis, Fishman, Glantz, Wolfson & Tow
                  321 North Clark Street, Suite 800
                  Chicago, Il 60610
                  Tel: (312) 541-0151, (312) 276-1325,
                  (312) 276-1333
                  Fax: (312) 980-3888, (312) 275-0566,
                  (312) 275-0569

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Paul H. Schwendener, Inc.   $1 Million to          $1 Million to
                            $100 Million           $100 Million

Schwendener Construction    $1 Million to          $1 Million to
Company, Inc.               $100 Million           $100 Million

Harston/Schwendener         $1 Million to          $1 Million to
                            $100 Million           $100 Million

State & Kinzie Associates,  $1 Million to          $1 Million to
Inc.                        $100 Million           $100 Million

M.P. Associates Limited     $1 Million to          $1 Million to
Partnership                 $100 Million           $100 Million

A. Paul H. Schwendener, Inc's 20 Largest Unsecured Creditors:


Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Tressler, Soderstrom,                                 $627,527
Maloney & Priess, L.L.P.
233 South Walker Drive,
22nd Floor
Chicago, IL 60606-6308

Thomas P. Adamson Jr. &                               $427,905
Associates
921 West Van Buren Street
Chicago, IL 60607

Seyfarth Shaw                                         $303,214
131 South Dearborn Street
Suite 2400
Chicago, IL 60603

Lid Electric                                          $258,659
512 Northgate Parkway
Wheeling, IL 60090-2664

Huen Electric                                         $250,743
1801 West 16th Street
Broadview, IL 60153

Perkins Coie                                          $151,168

Global Precast                                        $129,697

Troch-M.C. Neil Paving Co.                            $129,279

Flo Tech Mechanical Systems,                          $127,500
Inc.

Lockport Steel Fabricators                            $117,636

Bechstein Construction Co.                            $106,682

World Stone Design                                    $102,268

Nu-Line Electric Co., Inc.                            $101,018

Park Associates, Inc.                                  $93,583

Welch Drywall                                          $89,732

Air Designs Systems                                    $88,448

Oosterbaan & Sons Company                              $88,324

Mechanical, Inc.                                       $80,106

Willis of Illinois, Inc.                               $79,248

Carpets By Kornick, Ltd.                               $76,505

B. Schwendener Construction Company, Inc's 20 Largest Unsecured
Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Tressler, Soderstrom,                                 $627,527
Maloney & Priess, L.L.P.
233 South Walker Drive,
22nd Floor
Chicago, IL 60606-6308

Thomas P. Adamson Jr. &                               $427,905
Associates
921 West Van Buren Street
Chicago, IL 60607

Seyfarth Shaw                                         $303,214
131 South Dearborn Street
Suite 2400
Chicago, IL 60603

Lid Electric                                          $258,659
512 Northgate Parkway
Wheeling, IL 60090-2664

Huen Electric                                         $250,743
1801 West 16th Street
Broadview, IL 60153

Perkins Coie                                          $151,168

Global Precast                                        $129,697

Troch-M.C. Neil Paving Co.                            $129,279

Flo Tech Mechanical Systems,                          $127,500
Inc.

Lockport Steel Fabricators                            $117,636

Bechstein Construction Co.                            $106,682

World Stone Design                                    $102,268

Nu-Line Electric Co., Inc.                            $101,018

Park Associates, Inc.                                  $93,583

Welch Drywall                                          $89,732

Air Designs Systems                                    $88,448

Oosterbaan & Sons Company                              $88,324

Mechanical, Inc.                                       $80,106

Willis of Illinois, Inc.                               $79,248

Carpets By Kornick, Ltd.                               $76,505

C. Harston/Schwendener's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Industrial Steel                                    $2,509,699
Construction, Inc.
6150 East Avenue
Hodgkins, IL 60525

Huen Electric                                       $2,386,481
1801 West 16th Street
Broadview, IL 60153

M.A. Steel Erectors, Inc.                           $1,561,691
6508 West 126th Place
Palos Heights, IL 60463

Thomas P. Adamson, Jr. &                            $1,248,075
Associates
921 West Van Buren Street
Chicago, IL 60607

McGann and Associates                                 $742,371
651 Taft Street Northeast
Minneapolis, MN 55413

Prestess Engineering Corp.                            $545,070
2220 Route 176
Prairie Grove, IL 60014

Alliance Fire Protection, Inc.                        $382,953
998 Forest Edge Drive
Vernon Hills, IL 60061

Perkins Coie                                          $374,944
131 South Dearborn Street,
Suite 1700
Chicago, IL 60603-5559

Climatemp, Inc.                                       $369,837
315 North May Street
Chicago, IL 60607

Western Architectural Iron                            $169,109
Co.

Roy Strom Excavating & Grading                         $79,228

Ambassador Steel Corp.                                 $44,078

Andersen Concrete Plumbing                             $39,180

Streich Corp                                           $29,290

PricewaterhouseCoopers,                                $20,576
L.L.P.

The Concrete Doctor, Inc.                              $11,675

D.B.M. Services, Inc.                                  $11,250

Decon, Inc.                                            $10,956

Chicago Block & Brick                                   $7,719
Co., Inc.

Merrill Commmunications, L.L.C.                         $7,660

D. State & Kinzie Associates, Inc's 20 Largest Unsecured
Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Peoples Energy                                          $1,496
Chicago, IL 60687-0001

ComEd                                                     $637
Bill Payment Center
Chicago, IL 60668-0001

City of Chicago                                           $473
Department of Water
Management
P.O. Box 6330
Chicago, IL 60680-6330

Bedco Mechanical, Inc.                                    $238
322 North Wolf Road
Mount Prospect, IL 60056

Barbara J. Metal                                            $1

Schindler Elevator Corp.                                    $1

Industrial Patrol Service                                   $1
Corp.

Fox Valley Fire & Safety Co.                                $1

Quill Corp.                                                 $1

Specialty Mat Service                                       $1

United States Fire Protection,                              $1
Inc.

A Discount Lock Co., Inc.                                   $1

Custom Security Electronics,                                $1
Inc.

Premier Waste & Recycling                                   $1

Anchor Building Services                                    $1

Terminix                                                    $1

Aqua Plumbing Services, Inc.                                $1

R.E.I.D. Contracting, Inc.                                  $1

Amlings Interior Landscape                                  $1

A.T.&T.                                                     $1

E. M.P. Associates Limited Partnership's 20 Largest Unsecured
Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Pekin Insurance                                         $7,050
2505 Court Street
Pekin, IL 61558-0001

Leak Stop Roofing                                       $1,150
Attention: Michael Glow
21660 West Old Barn Lane
Forest Lake, IL 60047

Village of Melrose Park                                   $915
Water Department
1000 North 25th Avenue
Melrose Park, IL 60160

Pro-Cut Landscaping, Inc.                                 $871

Reid Contracting                                          $656

Arc Disposal                                              $440

PowerVac Sweeping, Inc.                                   $330

Chicago Title Land Trust                                  $250
Company

ComEd                                                     $126

Western Surety Company                                      $1

Universal Surety of America                                 $1

The Continental Insurance Company                           $1

Surety Bonding Company of                                   $1
America

National Fire Insurance                                     $1
Company

Firemen's Insurance Company                                 $1

Continental Casualty                                        $1
Company

C.N.A. Surety                                               $1

American Casualty Company                                   $1
of Reading, Pennsylvania

United States Fire                                          $1
Insurance Co.

T.I.G. Insurance Company                                    $1


POLYONE CORP: Fitch Lifts Issuer Default Rating to BB-
------------------------------------------------------
Fitch Ratings upgraded PolyOne Corporation's ratings as:

-- Issuer Default Rating to 'BB-' from 'B';
-- Senior unsecured debt and debentures to 'BB-' from 'B+/RR3';
-- Rating Outlook Stable.

The ratings upgrade reflects PolyOne's decision to pay down debt
with the proceeds from the sale of its 24% interest in OxyVinyls,
LP to Occidental Chemical Corp for $261 million.  Cash proceeds
will be used to reduce debt by 43% and lower interest expense.
Interest expense is expected to be $25 million lower in 2008 as
compared to 2006.  Also, exiting the commodity business will
significantly decrease earnings volatility.  The sale of the 24%
will not affect the resin supply agreement PolyOne has with
OxyVinyls.  This agreement remains intact until 2024.

PolyOne's size and downstream market position support the ratings
upgrade.  PolyOne is a leading global compounding and North
American distribution company.  At $2.6 billion in revenue latest
12 months March 31, 2007, PolyOne is larger than many of the
smaller companies that participate in the highly fragmented
plastic compounding sector.  Additionally, PolyOne's global
operations provide the company more opportunities in rapidly
growing economies compared to limited growth opportunities in the
U.S. for regional players.

PolyOne's earnings can be pressured by rapidly increasing resin
costs in a rising price environment as seen in recent years.
Downstream companies like PolyOne are slower to pass on product
price increases compared to the upstream resin producers from whom
they purchase raw materials.  However, with the increase in
capacity coming online in late 2007 and early 2008, resin prices
are expected to drop, thus giving PolyOne a chance to increase
margins.

In the current environment, resin pricing has stabilized at high
levels and PolyOne has been able to catch up with its own price
increases, supported by good demand.  For the LTM period ended
March 31, 2007, PolyOne's operating EBITDA was $129.1 million
compared to $138.4 at year-end 2006.  The drop in EBITDA was
primarily from the reduction in net earnings from the OxyVinyls
JV.  This is primarily a result of lower construction-related
product demand and contracting PVC resin spreads.  Profitability
has also improved ever so slightly to 5% from 4.8% at YE2005, but
remains in the single-digit range.

Meanwhile, total debt is expected to decline to $330 million at
Aug. 9, 2007 from $595.9 million at the end of March 2007.  Higher
earnings and lower debt will strengthen the credit statistics with
expected total adjusted debt/operating EBITDAR of 2.5x and
operating EBITDA/gross interest expense of 3.2x at YE2007.

The stable rating outlook incorporates some stabilization in
earnings and profitability with debt reduction over the next 12 to
24 months.  The stable outlook assumes demand is stable; any
necessary price increases can be passed through; and costs
moderate slightly.  Other than the medium-term notes maturing each
year ($20 million per year through 2011), Fitch does not
anticipate any additional significant debt reduction nor does
Fitch expect any major acquisitions.  PolyOne does not have any
significant maturities until 2012.

PolyOne, headquartered in Avon Lake, Ohio, is the largest
compounder of plastics and a leading distributor of plastic resins
in North America.


PRIMEDIA INC: Secures $350 Million Senior Secured Credit Facility
-----------------------------------------------------------------
PRIMEDIA Inc. has received a financing commitment from Credit
Suisse, Bank of New York, Lehman Brothers and Citigroup to support
its continuing operations at Consumer Source Inc.  The financing
is expected to consist of a $350 million senior secured credit
facility, including a $100 million revolving loan facility and a
$250 million term loan.

The net proceeds of the credit facility combined with the net
proceeds received upon the completion of the sale of PRIMEDIA
Enthusiast Media will be used to repay existing indebtedness,
related prepayment fees, provide for a one-time dividend of
approximately $96 million to PRIMEDIA shareholders, pay
transaction expenses and provide access to additional growth
capital to support the company's business plan.

In addition, the company plans on instituting an ongoing dividend
in a range of approximately 50-70% of free cash flow.

The company expects the refinancing to close in late July or early
August 2007.  All of the terms of the credit facilities are
currently under negotiation and the dividend policy still remains
subject to final approval of the board of directors of PRIMEDIA.

                        About PRIMEDIA Inc.

Headquartered in New York City, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- is the parent company of Consumer
Source Inc., a publisher and distributor of free consumer guides
in the U.S. with Apartment Guide, Auto Guide, and New Home Guide,
distributing free consumer publications through its proprietary
distribution network, DistribuTech, in more than 60,000 locations.
Consumer Source owns and operates leading websites including
ApartmentGuide.com, AutoGuide.com, NewHomeGuide.com; and America's
largest online single unit rental property business, comprised of
RentClicks.com, RentalHouses.com, HomeRentalAds.com, and
Rentals.com.


PRIMEDIA INC: Moody's Lifts Corporate Family Rating to Ba3
-----------------------------------------------------------
Moody's Investors Service upgraded PRIMEDIA Inc.'s Corporate
Family rating to Ba3 in anticipation of the company's planned
recapitalization which will result in the retirement of all of its
current debt with proceeds from the sale of its Enthusiast Media
segment and the establishment of new senior secured credit
facilities.

Details of the rating action are:

Ratings assigned:

-- $100 million senior secured revolving credit facility due 2013
    -- Ba3, LGD 3, 32%

-- $250 million senior secured term loan B due 2014 -- Ba3, LGD
    3, 32%

Ratings upgraded:

-- Corporate Family rating - to Ba3 from B2
-- Probability of Default rating - to B1 from B2

Rating affirmed:

-- Speculative Grade Liquidity rating - SGL-2

Ratings affirmed, subject to withdrawal upon repayment:

-- senior secured global notes due 2013
-- senior secured global notes due 2011
-- Senior secured floating rate global notes due 2010

The rating outlook is changed to stable from developing.

The upgrade of the CFR largely reflects a significant reduction in
leverage which will result from the company's proposed
recapitalization.

The change in outlook to stable reflects the sale of PRIMEDIA's
Enthusiast Media segment and the effective conclusion of the
company's 2005 decision to pursue a complete recapitalization of
the company, as well as Moody's view that the company will be able
to stabilize earnings and metrics at current levels.

PRIMEDIA's Ba3 CFR rating reflects the predictability of
PRIMEDIA's earnings, the defensibility of its niche consumer guide
business model, a large and geographically diversified customer
base, low capital needs, reasonable margins, good liquidity, and
its controlling owners' committed view that the closing level of
debt to EBITDA represents an optimal long term leverage profile.

Ratings also reflect PRIMEDIA's moderately high leverage, its
vulnerability to the apartment rental sector, the prospects of
continued advertising revenue declines in its apartment and auto
guide segments, as well as expected sales volatility at its
distribution business.

On May 14, 2007, PRIMEDIA announced its plans to sell its
Enthusiast Media segment to Source Interlink Companies, Inc. in a
transaction valued at $1.2 billion.  PRIMEDIA plans to use the
proceeds from the sale and the partial proceeds of a new
$350 million credit facility to retire substantially all of its
current debt and to make a $96 million shareholder dividend.

Headquartered in New York City, NY, PRIMEDIA reported sales of
about $325 million in 2006, pro-forma for the sale of its
Enthusiast Media segment.


PRIMEDIA INC: S%P Rates $350 Million Credit Facility at BB
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to the proposed $350 million senior secured
credit facilities of New York City-based PRIMEDIA Inc.
(B/Stable/--).

The credit facility is rated 'BB', one notch above the 'BB-'
corporate credit rating S&P expects to assign on resolution of the
CreditWatch listing on the ratings.  The recovery rating of '2'
indicates S&P's expectation for substantial (70%-90%) recovery in
the event of a payment default.  The credit facilities consist of
a $250 million term loan B due 2014 and a $100 million revolving
credit facility due 2013.

The ratings on PRIMEDIA, including the 'B' corporate credit
rating, remain on CreditWatch with positive implications.
Implications have been positive since June 29, 2007, recognizing
PRIMEDIA's plans to retire its existing debt.  If the proposed
recapitalization of the company is completed under the terms
understood by Standard & Poor's, the corporate credit rating
on PRIMEDIA will be raised two notches, to 'BB-' with a stable
outlook.

S&P expects the company to use proceeds from the proposed
transaction, along with net proceeds of roughly $1.1 billion from
the sale of its Enthusiast Media segment and cash on hand, to
repay all of the company's existing debt and accrued interest, and
to fund a $96 million shareholder dividend.  Pro forma for the
proposed transaction, total debt outstanding was $250 million as
of March 31, 2007.

"The ratings on PRIMEDIA reflect its exposure to occupancy rates
and new construction in the apartment real estate sector, risks
from the migration of real estate advertising to the Internet, and
narrowed business diversity following the sale of its specialty
magazine business," said Standard & Poor's credit analyst Michael
Altberg.

These factors are only partially offset by the company's
established position within the consumer guides publishing
industry, its good geographic diversity and population reach
through its proprietary distribution network, and its low debt
leverage and strong credit measures following the transaction.


RALI SERIES: Moody's Rates Class B Certificates at Ba3
-------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by RALI Series 2007-QH6 Trust, and ratings
ranging from Aaa to Ba3 to the mezzanine certificates in the deal.

The securitization is backed by adjustable-rate Alt-A mortgage
loans originated by Homecomings Financial, LLC, and other
originators.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, and an interest rate swap
agreement.  Moody's expects collateral losses to range from 0.85%
to 1.05%.

Primary servicing will be provided by Homecomings Financial, LLC
and GMAC Mortgage, LLC. Residential Funding Company, LLC will act
as master servicer.  Moody's assigned Homecomings its top servicer
quality rating of SQ1 as a primary servicer of prime loans.
Furthermore, Moody's assigned GMAC-RFC its top servicer quality
rating of SQ1 as master servicer.

The complete rating actions are:

RALI Series 2007-QH6 Trust

Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QH6

-- Cl. A-1, Assigned Aaa
-- Cl. A-2, Assigned Aaa
-- Cl. A-3, Assigned Aaa
-- Cl. M-1, Assigned Aaa
-- Cl. M-2, Assigned Aa1
-- Cl. M-3, Assigned Aa1
-- Cl. M-4, Assigned Aa1
-- Cl. M-5, Assigned Aa3
-- Cl. M-6, Assigned A1
-- Cl. M-7, Assigned A3
-- Cl. M-8, Assigned Baa3
-- Cl. B, Assigned Ba3


ROCKAWAY BEDDING: Liquidate Sale for 64 Retail Stores Starts Today
------------------------------------------------------------------
Rockaway Bedding Inc. will liquidate all merchandise of the 64
remaining retail stores in a major sale managed by Hudson Capital
Partners, LLC.  The liquidation sale will be conducted under the
orders of the U.S. Bankruptcy Court for the District of New
Jersey, which is supervising the Rockaway Bedding bankruptcy
proceedings.

The sale will begin today, Friday, July 13, 2007, and is expected
to continue for approximately five weeks.  Liquidation merchandise
will include mattresses, boxsprings, and bed frames in all
Rockaway Bedding stores located in New York, New Jersey,
Pennsylvania, and Delaware.

"We are liquidating $20,000,000 million worth of merchandise from
well-known bed furniture brands.  This is a great opportunity for
consumers, as they're getting leading brand names such as Sealy,
Simmons, Sterns and Foster, Serta, King Koil and Tempur-Pedic,
Ortho Posture at a discount up to 60% off," said Jim Schaye,
President and CEO of Hudson Capital Partners.

Upon completion of the liquidation sale, the 64 remaining Rockaway
Bedding stores will be closed.  Approximately 134 of the former
Rockaway Bedding locations will be re-opened under the Sleepy's
banner, as a result of Sleepy's acquisition of the chain, which
was approved in a court hearing on Monday.

                      About Hudson Capital

Hudson Capital Partners, LLC -- http://www.hudsoncpl.com/--  
offers an extensive array of professional solutions to the
challenges retailers face today, including management of excess,
obsolete and discontinued inventory, changing geographic and
demographic circumstances, unproductive store sites, and real
estate and liquidity issues.  The firm's diversified staff is
experienced at performing strategic store closings and
relocations, fixed asset dispositions, wholesale inventory buyouts
and lease mitigations.

                     About Rockaway Bedding

Based in Randolph, New Jersey, Rockaway Bedding Inc. --
http://www.rockawaybedding.com/-- manufactures and markets beds,
mattresses and futons.  The company and six of its affiliates
filed for Chapter 11 protection on April 9, 2007 (Bankr. D. N.J.
Case Nos. 07-14890 through 07-14898).  David H. Stein, Esq., and
Michael F. Hahn, Esq., at Duane Morris LLP represent the Debtors
in their restructuring efforts.  Lawyers at Fox Rothschild LLP
represent the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, Rockaway Bedding disclosed total
assets of $18,949,785 and total debts of $20,190,990.  Rockaway's
six debtor-affiliates disclosed zero assets and $3,431,357 in
total liabilities.  The Debtors' exclusive period to file a
chapter 11 plan of reorganization expires on Aug. 7, 2007.


RONCO CORP: Trustee Appoints Five-Member Creditor's Committee
-------------------------------------------------------------
The U.S. Trustee for Region 9 appointed a five member to serve on
an Official Committee of Unsecured Creditors of Ronco Corporation
and its debtor-affiliate, Ronco Marketing Corporation's Chapter 11
cases:

     1. Marc Haberman
        Customer Focus LLC
        207 S. Highland Avenue
        Los Angeles, CA 90036
        Tel: (323) 653-3356

     2. Richard Allen
        4607 Lake View Canyon Road
        Suite 316
        Westlake Village, CA 91361
        Tel: (818) 665-9919

     3. LiveOps Inc.
        3340 Hillview Avenue
        Palo Alto, CA 94304
        Tel; (650) 461-1060

     4. Michael Meryash
        ThreeSixty Sourcing Ltd.
        19511 Pauling
        Foothill Ranch, CA 92610
        Tel: (510) 848-2240

     5. Patrick Shin
        Korea Export Insurance Corporation
        915 Wilshire Blvd., Suite 1640
        Los Angeles, CA 90017
        Tel: (213) 622-4314

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 Simi Valley, California, Ronco Corporation --
http://www.ronco.com/-- engages in manufacturing, sourcing,
marketing, and distributing proprietary branded consumer products
for use in kitchen and home.  The company filed for Chapter 11
protection on June 14, 2007 ( Bankr. C.D. Calif. Case No.
07-12000).  Stacia A. Neeley, Esq., at Klee, Tuchin, Bogdanoff and
Stern, L.L.P., represents the Debtor in its restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed in
this case to date.  When it filed for protection from its
creditors, Ronco Corp. it listed total assets of $13,879,000 and
total debts of $32,736,000.  Ronco Marketing listed estimated
assets and debts between $1 million and $100 million.


SHAW GROUP: Acquires Ezeflow's Manufacturing & Distribution Biz
---------------------------------------------------------------
The Shaw Group Inc. acquired Ezeflow (NJ) Inc. aka TUBE-LINE, a
manufacturer of pipe fittings.

Financial terms of the acquisition were not disclosed.

The acquisition will increase the pipe fitting manufacturing
capacity significantly and further advance the distribution
capabilities of Shaw Alloy Piping Products Inc., Shaw's pipe
fitting manufacturing and distribution business within its
Fabrication and Manufacturing Group.  Also as part of the
transaction, Shaw APP and Ezeflow Inc., a leading manufacturer of
butt weld pipe fittings based in Granby, Quebec, Canada, have
entered into an alliance agreement allowing Ezeflow Inc. to sell
certain Shaw APP pipe fitting products in Canada, Australia, and
other markets.

"The demand for fabricated piping and manufactured fittings
continues to be strong and is forecasted to rise sharply as the
power generation, refining and petrochemical markets continue to
expand," J.M. Bernhard, Jr., chairman, president and chief
executive officer of Shaw, said.  "This acquisition allows for
further growth of Shaw's fitting manufacturing and distribution
capabilities and is another important component of our Fabrication
and Manufacturing Group's expansion program."

                             About Ezeflow

Ezeflow (NJ) Inc. aka TUBE-LINE specializes in manufacturing and
distributing pipe fittings in corrosion-resistant, high yield
carbon chrome and stainless steel alloys.  TUBE-LINE operates a
pipe fitting manufacturing facility and distribution center in New
Brunswick, New Jersey.

                          About Shaw Group

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets
of its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SHAW GROUP: Expects to File Restated Financials on July 31
----------------------------------------------------------
The Shaw Group Inc. plans to file its first quarter fiscal 2007
amended Quarterly Report on Form 10-Q/A for the three months ended
Nov. 30, 2006, and its second quarter fiscal 2007 Form 10-Q for
the three months ended Feb. 28, 2007 by July 31, 2007.

Shaw expects its restated first quarter fiscal 2007 results to be
a loss of approximately $23.8 million after taxes, compared to the
previously reported loss of $20.3 million after taxes.  The
restated loss includes additional charges of approximately
$6.5 million, $3.5 million after taxes, for the increase in
estimated costs of a domestic chemicals industry project, slightly
below the previously estimated range.

For second quarter fiscal 2007, Shaw estimates its financial
results to be a net loss of $74 million after taxes.  The results
primarily consisted of net charges of approximately $16 million
after taxes for Shaw's investment in Westinghouse segment; charges
of approximately $24 million after taxes for the impairment of and
charges related to Shaw's investment in certain military housing
privatization projects; plus a $10 million accrual for possible
additional tax liabilities.

Second quarter results also included charges totaling
approximately $21 million after taxes for the settlement of claims
with owners and vendors and final estimates of revenues and costs
for two major domestic EPC projects, which resolves most major
outstanding claims at May 31, 2007.  The balance of charges for
the quarter were related to a number of increased cost accruals on
projects, adjustments to revenue estimates, goodwill impairments,
reversal of certain incentive fees, valuations of other assets,
and other items.

Revenues for the second quarter were approximately $1.2 billion
and approximately $2.5 billion for the six months ended Feb. 28,
2007.  Operating cash flow for the second quarter was
approximately $23 million and for the six month period was
approximately $154 million.  Backlog at Feb. 28, 2007 was
approximately $11.3 billion.

Shaw also reported that it expects to complete preparation of its
third quarter fiscal 2007 financial results and file its third
quarter Form 10-Q for the three months ended May 31, 2007 by
Aug. 15, 2007.  Shaw estimates its third quarter fiscal 2007 net
income to be within a range of $0.30 to $0.35 per diluted share,
which includes losses of approximately $4 million after taxes or
$0.05 per share for Shaw's investment in Westinghouse segment.
These estimates include an assumed effective tax rate of
approximately 40% and a preliminary estimate for the value of the
embedded derivative component of the put option for Shaw's
investment in Westinghouse.

Shaw's backlog for the quarter ending May 31, 2007 was
approximately $13.3 billion, another record backlog for Shaw,
reflecting continued strength in the power generation and
chemicals markets.  Estimated revenues were $1.6 billion for
third quarter fiscal 2007.  Operating cash flow for the third
quarter is expected to be approximately $133 million, bringing
operating cash flow for the nine months ended May 31, 2007 to
nearly $300 million.

"Although it is taking longer than we had anticipated to get our
financial reporting filings up-to-date, we continue to be
committed to providing fully transparent, timely and accurate
financial information, and we are working diligently to file the
quarterly reports for fiscal 2007 as soon as possible," Dirk J.
Wild, senior vice president, chief accounting officer and interim
chief financial officer of Shaw, said.

"As we continue to experience unprecedented growth, we are all
working extremely hard to improve our financial reporting
processes," J.M. Bernhard, Jr., chairman, president, and chief
executive officer of Shaw, said.  "We believe we have taken
appropriate steps to address concerns regarding our project
estimating process and remedial actions are underway.  As for the
second quarter, while the results are disappointing, the loss
reflects the resolution of a number of open matters, which will
allow us to focus our attention on the historic amount of work we
see ahead."

"Significant projects recently booked by our power and chemicals
groups have resulted in another record backlog of $13.3 billion
for the quarter ending May 31, 2007," Mr. Bernhard continued.  "We
continued to have strong cash collections in the third quarter,
and now have nearly $300 million in operating cash flow for the
nine-month period.  With the continued strength in our core
markets, we look forward to reporting improved operating results
in the future."

Shaw also reported that it expects to obtain appropriate waivers
under its bank credit agreement with respect to covenants related
to the delinquent SEC filings.

Shaw has not completed its final review or final financial
statements and SEC filings have not been made as of this date for
the first, second and third quarters of fiscal 2007.

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets
of its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SILVERTON CASINO: Moody's Junks Rating on $215 Million Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD-5, 81%) to
Silverton Casino, LLC, Majestic Nevada Property Holdings, LLC, and
Silverton Finance Corp.'s $215 million second mortgage notes.  A
B2 corporate family rating, B2 probability of default rating, and
stable outlook were also assigned.

Proceeds from the notes along with a $280 million construction
term loan facility, not rated, and a $43.5 million cash equity
contribution will be used to fund a $485 million expansion project
that includes construction, contingency, pre-opening and
capitalized interest, as well the repayment of $56 million of
existing debt.  Silverton Casino Hotel Resort will continue to
operate during the construction of the expansion and is scheduled
to open up in phases with final completion scheduled for 2009.  At
closing, the company will also have a $20 million undrawn
revolving credit facility, not rated, available for liquidity
purposes.

The ratings consider the small, single asset profile of
Silverton's existing casino facility, for the latest 12-month
period ended Mar 31, 2007, net revenue was $82 million and EBITDA
was $12 million, and that the expansion, which will more than
double the size of the company's assets, will be financed
primarily with debt.

Additionally, post-expansion, Silverton will continue to compete
with a large number of other casino hotels and resorts located in
and near Las Vegas that have and continue to increase product
offerings and quality.  Positive ratings consideration is given to
Silverton's good location off I-15, improved access as a result of
roadwork construction that was completed earlier this year, and
expectation that the expansion project will provide improved
product and amenities needed to compete more effectively.

The stable outlook recognizes the favorable regulatory
environment, demographics, and growth trends of the Las Vegas
locals gaming market.  It also considers that there will be an
interest reserve available through the construction period and
that in addition to contractors contingency commitments, the owner
will provide a $20 million pre-opening keep-well during the
construction period and a $50 million completion guaranty.

The owner will also provide a $40 million principal guaranty to
benefit the senior secured first lien lenders.  Ratings
improvement is limited over the next 2 years by the significant
amount of construction and development activity that will take
place.  Material scope changes, construction disruptions, delays
and/or slower than expected ramp-up could have a negative impact
ratings impact to the extent they are not alleviated by
contingencies, guaranties and/or the interest reserve.

The borrowing group is comprised of Silverton Casino, LLC,
Majestic Nevada Property Holdings, LLC, and Silverton Finance
Corp, and is owned 90% by The Roski Gaming Trust, a Nevada entity,
and 10% by Majestic Nevada, Inc, a Nevada corporation wholly owned
by The Roski Gaming Trust.  Majestic Nevada Property Holdings, LLC
is a Delaware limited liability company wholly owned by The Roski
Gaming Trust.  Silverton Finance Corp. is a Delaware corporation
wholly owned by Majestic Nevada Property Holdings, LLC.


SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at (P)Ba1
---------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by Soundview Home Loan Trust 2007-OPT3.

The complete provisional rating actions are:

Soundview Home Loan Trust 2007-OPT3

Asset-Backed Certificates, Series 2007-OPT3

-- 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.


SPECIALIZED TECHNOLOGY: Debt Increase Cues S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Specialized Technology Resources Inc.'s second-lien portion of its
senior secured bank facility to 'B-', one notch below the
corporate credit rating, from 'B', and revised its recovery rating
to '5', indicating an expectation of modest recovery (10%-30%) of
principal in the event of a payment default, from '3'.

The rating revision reflects STR's increase of the first-lien
portion of its bank facility to $185 million from $135 million,
and reduction in the second lien portion of the facilities to $75
million from $125 million.

At the same time, Standard & Poor's affirmed its ratings on the
first-lien tranche of this restated facility.  The 'BB-' rating is
two notches above the corporate credit rating, and the '1'
recovery rating indicates an expectation of very high (90%-100%)
recovery in the event of a payment default.  Given the increase in
first-lien debt, there is less enterprise value remaining to cover
the second-lien piece of this facility.

Net proceeds from the company's senior secured debt and second-
lien term loan offering were used to finance DLJ Merchant Banking
Partners' acquisition of STR.  STR's total debt is not expected to
increase from previous pro forma levels as a result of the revised
transaction.

Standard & Poor's corporate credit rating on Enfield, Conn.-based
STR is 'B'.  The outlook is stable.  The corporate credit rating
reflects its highly leveraged financial profile, aggressive
financial policy, narrow business focus, small size, and highly
competitive operating environment within its two niche business
segments, manufacturing solar encapsulants and providing quality
assurance services to consumer product manufacturers and
retailers.

                       Ratings List

Specialized Technology Resources

-- Corporate Credit Rating -- B/Stable/

                      Ratings Revised

Specialized Technology Resources
                                  To            From
                                  --            ----
    Senior Secured
     Second-Lien Financing        B-             B
     Recovery Rating              5              3

                      Ratings Affirmed

Specialized Technology Resources
    Senior Secured
     First-Lien Financing         BB-
     Recovery Rating              1


TARPON INDUSTRIES: Completes $1.7 Million Private Placement
-----------------------------------------------------------
Tarpon Industries Inc. disclosed that through a private placement
of units the company has raised a total of $1.7 million consisting
of three separate traunches closing on June 18, 2007, June 26,
2007, and July 2, 2007, through a private placement.

Each unit consists of a note with a maturity date of Dec. 17,
2007, at an interest rate of 12% per annum, together with one and
one half common shares for each dollar of principle amount of
promissory note purchased.

The net proceeds from the private placement will be used for
working capital and general corporate expenses.

High Capital Funding LLC acted as the company's lead investor in
connection with this private offering.

"In conjunction with our cost reduction program this offering is a
very positive step toward building a more solid capital position
to support the continuation of our operations," James W. Bradshaw,
CEO of Tarpon Industries Inc., stated.

"Management is committed to the long term success of the company
and is pleased that investors have recognized the growth
opportunities that lie ahead of the company.  This capital offers
us the flexibility to produce the quality products our customers
have come to expect from us. Our ultimate goal remains operating
profitability." Mr. Bradshaw added.

Headquartered in Marysville, Michigan, Tarpon Industries Inc.
(AMEX:TPO) -- http://www.tarponind.com/-- through its wholly
owned subsidiaries within the United States and Canada,
manufactures and sells structural and mechanical steel tubing and
engineered steel storage rack systems.

                            *     *     *

As reported in the Troubled Company Reporter on April 26, 2007,
Rehman Robson expressed substantial doubt about Tarpon Industries
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.
The auditor pointed to the company's sustained recurring net
losses since its inception, negative working capital, and default
of its principle loan agreements due to its violation of specific
financial and non-financial debt covenants.


TWEETER HOME: To Sell Assets to Schultze for $38 Million in Cash
----------------------------------------------------------------
A "going concern" bid submitted by Schultze Asset Management, LLC
was determined to be the highest or otherwise best offer in the
sale of Tweeter Home Entertainment Group, Inc. and its debtor-
affiliates' assets.

Under terms of the accepted bid, Schultze will acquire
substantially all of Tweeter's assets for $38 million in cash and
the assumption of significant liabilities, subject to approval
from the U.S. Bankruptcy Court for the Western District of
Missouri.

Tweeter will continue normal operations pending completion of this
proposed sale.  "Both Tweeter and Schultze are very excited about
this pending acquisition and are committed to emerging from this
restructuring process as a stronger, more competitive organization
focused on delivering an outstanding service experience to our
customers," said Tweeter President and CEO Joe McGuire.  "The
conclusion of this auction represents a very positive outcome for
our employees, customers, and business partners.  We look forward
to completing the sale transaction."

                       About Schultze Asset

Based in Purchase, New York, Schultze Asset Management, LLC --
http://www.samco.net/-- is a leading alternative investments firm
specializing in distressed and special situations investing.  The
firm manages approximately $725 million in assets on behalf of
institutional and high net worth clients located throughout the
world.

                       About Tweeter Home

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


UAL CORP: Discloses June 2007 Plan Consummation Status Report
-------------------------------------------------------------
Erik W. Chalut, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, reports that:

  * As of June 18, 2007, United Airlines, Inc., has authorized
    the issuance of approximately 111,200,000 shares, which
    represents approximately 96.7% of the 115,000,000 shares
    of New UAL Common Stock available to United's employees and
    creditors;

  * As of May 31, 2007, approximately 100,000 shares have been
    distributed in connection with the Director Equity Incentive
    Plan of a total 175,000 shares available and approximately
    8,900,000 shares has been distributed in connection with the
    Management Equity Incentive Plan of a total 9,825,000 shares
    available; and

  * As of April 27, 2007, United will have distributed
    approximately 26,100,000  shares of New UAL Common Stock to
    its employees' 401(k) plans.  Additionally, after monetizing
    1,900,000 shares to satisfy tax withholding obligations,
    employees and retirees will have received 3,900,000 net
    shares directly.

                      Fourth Circuit Appeal

As previously reported, the Aircraft Mechanics Fraternal
Association took an appeal from the ruling of the U.S. District
Court for the Eastern District of Virginia that the effective
termination date of the Ground Plan would be March 11, 2005, to
the U.S. Court of Appeals for the Fourth Circuit.

The Fourth Circuit affirmed the decision of the District Court on
January 9, 2007.  The parties were required to petition the
Supreme Court for a writ of certiorari on or before June 8, 2007.
No writ of certiorari has been filed, which effectively concludes
the matter.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Air Lines, Inc.  United Airlines is the world's second largest air
carrier.  The company filed for chapter 11 protection on Dec. 9,
2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Wedoff
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  The
company emerged from bankruptcy protection on Feb. 1, 2006.
(United Airlines Bankruptcy News, Issue No. 144; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007, Fitch
Ratings has affirmed the Issuer Default Ratings of UAL Corp.
and its principal operating subsidiary United Airlines Inc. at B-.


UNIVERSAL COMPRESSION: Closes $233 Mil. Contracts and Units Buy
---------------------------------------------------------------
Universal Compression Partners LP has completed its acquisition of
a fleet of compressor units and customer contracts from Universal
Compression Holdings Inc. for approximately $233 million.

As of March 31, 2007, the acquired assets were comprised of
approximately 715 compressor units, representing approximately
270,000 horsepower, or approximately 13% of available horsepower
of Universal Compression Holdings' and Universal Compression
Partners' combined domestic contract compression business.

These assets serve the compression-service needs of eight
customers that became customers of Universal Compression Partners
upon the closing of the transaction.

Universal Compression Partners financed the acquisition with
approximately $90 million of additional borrowings under its
expanded $315 million revolving credit facility and the issuance
of approximately $140 million of common units representing limited
partner units, including approximately 2 million units issued to
Universal Compression Holdings and approximately 2 million units
issued to institutional investors in a private placement.

Universal Compression Holdings maintained its 2% general partner
interest in Universal Compression Partners.  Universal Compression
Partners used a portion of the cash proceeds from these sources to
retire approximately $160 million of debt that Universal
Compression Partners assumed from Universal Compression Holdings
in conjunction with this acquisition.

In connection with the proposed merger of Universal Compression
Holdings and Hanover Compressor Company, a registration statement
of the new company, Exterran Holdings, Inc., which includes
preliminary proxy statements of Universal Compression Holdings and
Hanover, and other materials, was filed with the SEC.

Investors and security holders may obtain a free copy of the
preliminary proxy statement/prospectus and the definitive proxy
statement/prospectus by directing a request to either Investor
Relations, Universal Compression Holdings, Inc., (7130 335-7000 or
to Investor Relations, Hanover Compressor Company, (832) 554-4856.

               About Universal Compression Partners

Universal Compression Partners was formed by Universal Compression
Holdings to provide natural gas contract compression services to
customers throughout the United States.  Universal Compression
Holdings owns approximately 51% of Universal Compression Partners.

                About Universal Compression Holdings

Headquartered in Houston, Texas, Universal Compression Holdings
Inc. -- http://www.universalcompression.com/ -- is a natural gas
compression services company, providing a full range of contract
compression, sales, operations, maintenance and fabrication
services to the domestic and international natural gas industry.

                           *     *     *

Standard & Poor's rated Universal Compression Holdings' long term
foreign and local issuer credit BB.  The outlook is stable.


* Moody's Reviews Ratings on 184 CDO Tranches and May Downgrade
--------------------------------------------------------------
Moody's Investors Service puts 184 tranches of 91 collateralized
debt obligations backed primarily by residential mortgage-backed
securities on review for possible downgrade.

The rating actions affect securities with an original face value
of about $5 billion, representing roughly 0.5% of the total
Moody's rated asset backed security CDO universe.  By tranche
number, the affected CDO tranches account for 3.6% of the total
Moody's rated ABS CDO universe.

These CDO rating actions primarily reflect Moody's recent rating
actions on RMBS assets associated with first lien subprime
mortgages from the 2006 vintage, the second lien loans of the
2005/2006 vintage as well as the structures of the individual
transactions.  The majority of rating actions taken impacted
securities currently rated Baa or lower.  There were also 37 A, 15
Aa and 8 Aaa rated tranches placed on review.

  Exposure to Affected RMBS Assets Varies Across U.S. ABS CDOs

As part of its ongoing CDO surveillance process, Moody's
continuously reviews the universe of Moody's-rated CDO
transactions.  Through this effort, Moody's determined that 360
U.S. ABS CDO transactions comprised of 1,792 Moody's-rated
tranches have exposure to RMBS assets recently downgraded or
placed on review for possible downgrade by Moody's.

The exposure levels range from 1% to about 50%, with an average
exposure of 6.9%, based on the most recently available CDO
reporting data.  However, not all ABS CDO tranches with exposure
to these assets have been placed on review.  This determination
was based on overall transaction performance, structural features
and the current strength of the ratings.

Rating Actions Based on Review of CDO Portfolio Composition &
Structure

Moody's review of these CDO transactions -- and the rating actions
taken -- were based on the CDOs' current respective portfolios and
the CDOs' structures.  As part of the analysis, Moody's reviewed
the transactions' weighted average rating factors, diversity
measures, individual structural nuances, and the outputs of
numerous model runs to determine if the current ratings assigned
were still consistent with revised loss expectations.  In
situations where it appears that this may no longer be the case,
tranches have been put on review for possible downgrade.

Moody's to Perform Further Analysis Incorporating Collateral
Manager Input

Moody's will continue to review deal performance to determine what
future actions are warranted i.e., downgrade or removal from the
review list.  Consistent with Moody's CDO surveillance methods,
for managed transactions, we expect to engage collateral managers
in a dialogue to understand better what plans, if any, will be
executed for their respective transactions.  It is anticipated
that the current rating reviews will be resolved over the upcoming
weeks as more information becomes available and Moody's completes
its analysis. We expect to conclude our ratings review of static
transactions on an accelerated basis.

        European and Asian ABS CDOs Largely Unaffected

Moody's also reviewed and continues to review the 281 European and
Asian ABS CDOs (or 1,134 tranches) rated by the company.  Of these
transactions, only 16 have exposure to the affected RMBS assets.
Moody's determined no rating action will be taken on any tranches
of those 16 transactions or any other European or Asian ABS CDO at
this time due to overall deal performance, structural features and
the current strength of the ratings.

ACA ABS 2003-1, Limited

-- $18,000,000 Class D Floating Rate Deferrable Interest Term
    Notes, due June 10, 2038 - Current Rating: Baa2

ACA ABS CDO 2006-2, Limited

-- $29,000,000 Class A-3L Deferrable Floating Rate Notes Due
    January 2047 - Current Rating: A2

-- $45,000,000 Class B-1L Floating Rate Notes Due January 2047 -
    Current Rating: Baa2

ACA Aquarius 2006-1, Ltd.

-- $74,500,000 Class B2 Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2046 - Current Rating: Baa2

-- $20,000,000 Class B3 Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2046 - Current Rating: Baa3

Arca Funding 2006-I, Ltd.

-- $17,000,000 Class IV Funded Senior Notes Due 2046 - Current
    Rating: Aa3

-- $17,000,000 Class V Funded Mezzanine Notes Due 2046 - Current
    Rating: A2

-- $17,000,000 Class VI Funded Mezzanine Notes Due 2046 - Current
    Rating: Baa2

-- $7,000,000 Class VII Funded Mezzanine Notes Due 2046 - Current
    Rating: Baa3

-- $7,000,000 Class VIII Funded Mezzanine Notes Due 2046 -
    Current Rating: Ba1

ARLO VI Limited 2006-5 (SABS)

-- $15,000,000 Variable Secured Limited Recourse Credit-Linked
    Notes due 2040 - Current Rating: Aa3

ARLO VI Limited Series 2006 (Army Pier 1)

-- $7,500,000 Variable Secured Limited Recourse Credit-Linked
    Notes due 2047 - Current Rating: A1


ARLO VI Limited Series 2006 (Charleston Springs)

-- $10,000,000 Secured Limited Recourse Credit-Linked Notes due
    2039 - Current Rating: A3

ARLO VI Limited Series 2006 (Hominy Hill)

-- $28,750,000 Secured Limited Recourse Credit-Linked Notes due
    2039 - Current Rating: Aaa

ARLO VI Limited Series 2006 (Howell Park)

-- $28,750,000 Secured Limited Recourse Credit-Linked Notes due
    2039 - Current Rating: Aaa

ARLO VI Limited Series 2006 (Marine Pier 1)

-- $15,000,000 Variable Secured Limited Recourse Credit-Linked
   Notes due 2047 - Current Rating: Aa2

ARLO VI Limited Series 2006 (Old Orchard)

-- $28,750,000 Secured Limited Recourse Credit-Linked Notes due
    2039 - Current Rating: Aaa

ARLO VI Limited Series 2006 (Pine Brook)

-- $28,750,000 Secured Limited Recourse Credit-Linked Notes due
    2039 - Current Rating: Aaa

ARLO VI Limited Series 2006 (Shark River)

-- $10,000,000 Secured Limited Recourse Credit-Linked Notes due
    2039 - Current Rating: A3

ARLO VI Limited Series 2006 (South Pier 1)

-- $7,500,000 Variable Secured Limited Recourse Credit-Linked
    Notes due 2047 - Current Rating: A2

ARLO VI Limited Series 2006-8 (SABS) Class B

-- $12,500,000 Class B Variable Secured Limited Recourse Credit-
    Linked Notes due 2046 - Current Rating: A2

Auriga CDO Ltd.

-- $51,000,000 Class F Eighth Priority Mezzanine Secured
    Deferrable Floating Rate Notes due January 2047 - Current
    Rating: Baa2

-- $28,500,000 Class G Ninth Priority Mezzanine Secured
    Deferrable Floating Rate Notes due January 2047 - Current
    Rating: Baa3

-- $43,500,000 Class H Ninth Priority Junior Secured Deferrable
    Floating Rate Notes due January 2047 - Current Rating: Baa3

-- $22,500,000 Class I Ninth Priority Junior Secured Deferrable
    Floating Rate Notes due January 2047 - Current Rating: Ba2

Ayresome CDO I,Ltd.

-- Class D Notes - Current Rating: Baa2

Azalea Series 2007-1C

-- Azalea Series 2007-1C ABS Portfolio Variable Rate Notes due
    Februrary 2046 - Current Rating: Baa1

BFC Silverton CDO, Ltd.

-- $56,250,000 Class C Senior Floating Rate Notes Due 2046 -
    Current Rating: Aa2

-- $30,000,000 Class D Floating Rate Deferrable Notes Due 2046 -
    Current Rating: A2

-- $26,250,000 Class E Floating Rate Deferrable Notes Due 2046 -
    Current Rating: Baa2

-- $7,500,000 Class F Floating Rate Deferrable Notes Due 2046 -
    Current Rating: Ba1

Capital Guardian ABS CDO I

-- Class B Second Priority Senior Secured Floating Rate Notes due
    April 2037 - Current Rating: Ba1

CETUS ABS CDO 2006-1, LTD.

-- $50,000,000 Class A-2 Floating Rate Senior Secured Notes Due
    2046 - Current Rating: Aa2

-- $55,000,000 Class B Floating Rate Deferrable Subordinate
    Secured Notes Due 2046 - Current Rating: A2

-- $40,000,000 Class C Floating Rate Deferrable Junior
    Subordinate Secured Notes Due 2046 - Current Rating: Baa2

-- $30,000,000 Class D Floating Rate Deferrable Junior
    Subordinate Secured Notes Due 2046 - Current Rating: Ba1

Cetus ABS CDO 2006-2, Ltd. A-2

-- $50,000,000 Class A-2 Floating Rate Senior Secured Notes Due
    2046 - Current Rating: Aa2

Cetus ABS CDO 2006-2, Ltd. B

-- $55,000,000 Class B Floating Rate Deferrable Subordinate
    Secured Notes Due 2046 - Current Rating: A2

Cetus ABS CDO 2006-2, Ltd. C

-- $40,000,000 Class C Floating Rate Deferrable Junior
    Subordinate Secured Notes Due 2046 - Current Rating: Baa2

Cetus ABS CDO 2006-3, Ltd.

-- $65,000,000 Class C-1 Floating Rate Deferrable Secured Notes
    Due 2051 - Current Rating: A2

-- $26,000,000 Class C-2 Floating Rate Deferrable Secured Notes
    Due 2051 - Current Rating: A3

-- $43,000,000 Class D-1 Floating Rate Deferrable Secured Notes
    Due 2051 - Current Rating: Baa2

-- $15,500,000 Class X Fixed Rate Deferrable Secured Notes Due
    2051 - Current Rating: Baa3

-- $8,000,000 Class D-2 Floating Rate Deferrable Secured Notes
    Due 2051 - Current Rating: Baa3

-- $6,000,000 Class E Floating Rate Deferrable Secured Notes Due
    2051 - Current Rating: Ba1

Cetus ABS CDO 2006-4, Ltd.

-- $30,000,000 Class E Floating Rate Deferrable Junior
    Subordinate Secured Notes Due 2047 - Current Rating: Ba2

Charles River CDO I, Ltd.

-- $4,800,000 Class C Fixed Rate Notes Due December 9, 2037 -
    Current Rating: Ba2

Commodore CDO I, Limited

-- $17,550,000 Class C Floating Rate Notes - Current Rating: Ba2

Commodore CDO V, Ltd.

-- $24,000,000 Class D Seventh Priority Mezzanine Secured
    Deferrable Floating Rate Notes Due 2047 - Current Rating: Baa2

-- $8,500,000 Class E Eighth Priority Mezzanine Secured
    Deferrable Floating Rate Notes Due 2047 - Current Rating: Ba1

Diogenes CDO II Ltd.

-- Class C - Current Rating: A2
-- Class D - Current Rating: Baa2
-- Class E - Current Rating: Ba1

E*TRADE ABS CDO I, LTD.

-- Class B Third Priority Senior Secured Floating Rate Notes -
    Current Rating: A2

-- Class C-1 Mezzanine Secured Floating Rate Notes - Current
    Rating: Ca

-- Class C-2 Mezzanine Secured Fixed Rate Notes - Current Rating:
    Ca

-- Composite Shares - Current Rating: Ca
-- Preference Shares - Current Rating: Ca
-- Eirles Two Limited - Series 251
    -- Series 251 - Current Rating: A3
-- Eirles Two Limited - Series 252
    -- Series 252 - Current Rating: Baa2
-- Eirles Two Limited - Series 261
    -- Series 261 - Current Rating: A2

Gemstone CDO VI Ltd.

-- $10,500,000 Class E Floating Rate Deferrable Interest Notes
    due August 2046 - Current Rating: Ba2

GSC ABS CDO 2006-1c, Ltd.

-- Class C - Current Rating: Baa2

GSC ABS CDO 2006-2m, Ltd.

-- $21,000,000 Class E Seventh Priority Mezzanine Deferrable
    Floating Rate Notes due 2045 - Current Rating: Baa2

-- $5,000,000 Class F Eighth Priority Mezzanine Deferrable
    Floating Rate Notes due 2045 - Current Rating: Ba1

-- $5,000,000 Class G Ninth Priority Mezzanine Deferrable
    Floating Rate Notes due 2045 - Current Rating: Ba2

GSC ABS CDO 2006-4u, Ltd.

-- $33,000,000 Class B Mezzanine Secured Deferrable Floating Rate
    Notes due 2046 - Current Rating: Baa2

-- $10,000,000 Class C Mezzanine Secured Deferrable Floating Rate
    Notes due 2046 - Current Rating: Ba1

Hudson Mezzanine Funding 2006-1, Ltd.

-- $230,000,000 Class B Floating Rate Notes Due 2042 - Current
   Rating: Aa2

-- $170,000,000 Class C Deferrable Floating Rate Notes Due 2042 -
    Current Rating: A2

-- $84,000,000 Class D Deferrable Floating Rate Notes Due 2042 -
    Current Rating: Baa2

-- $26,000,000 Class E Deferrable Floating Rate Notes Due 2042 -
    Current Rating: Ba1

Independence II CDO, Ltd

-- Class B Second Priority Senior Secured Floating Rate Notes -
    Current Rating: Ba1

Independence V CDO, LTD

-- Series 1 Preference Shares with an Aggregate Liquidation
    Preference of U.S.$19,100,000 - Current Rating: Ba3

-- Series 2 Preference Shares with an Aggregate Liquidation
    Preference of U.S.$5,500,000 - Current Rating: Ba3

Ipswich Street CDO, Ltd.

-- $7,900,000 Class E Sixth Priority Mezzanine Secured Deferrable
    Floating Rate Notes - Current Rating: Ba1

Ischus Mezzanine CDO III, Ltd.

-- $20,000,000 Class D Mezzanine Secured Deferrable Floating Rate
    Notes Due 2046 - Current Rating: Baa2

-- $7,000,000 Class E Secured Deferrable Floating Rate Notes Due
    2046 - Current Rating: Ba1

Ischus Synthetic ABS CDO 2006-2 Ltd.

-- $41,000,000 Class B-1L Floating Rate Notes Due October 2045 -
    Current Rating: Baa2

-- $11,000,000 Class B-2L Floating Rate Notes Due October 2045 -
    Current Rating: Ba1

Ivy Lane CDO Ltd.

-- $19,000,000 Class B Floating Rate Subordinate Secured Notes
    Due 2046-1 - Current Rating: A2

-- $25,000,000 Class C Floating Rate Junior Subordinate Secured
    Notes Due 2046-1 - Current Rating: Baa2

IXIS ABS CDO 2 LTD.

-- $21,000,000 Class C Secured Floating Rate Deferrable Notes Due
    2046 - Current Rating: A2

-- $15,000,000 Class D Secured Floating Rate Deferrable Notes Due
    2046 - Current Rating: Baa2

-- $4,000,000 Class E Secured Floating Rate Deferrable Notes Due
    2046 - Current Rating: Ba1

IXIS ABS CDO 3 Ltd.

-- $22,000,000 Class B-1L Floating Rate Notes Due December 2046 -
    Current Rating: Baa2

-- $8,000,000 Class B-2L Floating Rate Notes Due December 2046 -
    Current Rating: Ba1

Jackson 2006-I Segregated Portfolio

-- Jackson 2006-I Variable Floating Rate Notes Due 2046
    -- Current Rating: Aaa

Jackson 2006-IA Segregated Portfolio

-- $50,000,000 Variable Floating Rate Notes Due 2046
    -- Current Rating: Aaa

Jackson 2006-II Segregated Portfolio

-- $5,000,000 Variable Floating Rate Notes Due 2046
    -- Current Rating: Aa2

Jackson 2006-IIA Segregated Portfolio

-- $50,000,000 Variable Floating Rate Notes Due 2046
    -- Current Rating: Aa2

Jackson 2006-III Segregated Portfolio

-- $12,000,000 Variable Floating Rate Notes Due 2046
    -- Current Rating: Aa3

Jackson 2006-IV Segregated Portfolio

-- $33,000,000 Variable Floating Rate Notes Due 2046
    -- Current Rating: A1

Jackson 2006-V Segregated Portfolio

-- $26,787,794 Variable Floating Rate Notes Due 2046
    -- Current Rating: A3

Kefton CDO I, Ltd.

-- $27,000,000 Class V Mezzanine Floating Rate Deferrable Notes
    Due January 2047 - Current Rating: A2

-- $24,000,000 Class VI Mezzanine Floating Rate Deferrable Notes
    Due January 2047 - Current Rating: Baa2

-- $8,000,000 Class VII Mezzanine Floating Rate Deferrable Notes
    Due January 2047 - Current Rating: Ba1

Knollwood CDO Ltd.

-- Class C Mezzanine Secured Floating Rate Notes due January 8,
    2039 - Current Rating: Baa2

Lacerta ABS CDO 2006-1, Ltd.

-- $110,000,000 Class B Floating Rate Deferrable Interest Secured
    Notes Due 2046 - Current Rating: A2

-- $80,000,000 Class C Floating Rate Deferrable Interest Secured
    Notes Due 2046 - Current Rating: Baa2

-- $30,000,000 Class D Floating Rate Deferrable Interest Secured
    Notes Due 2046 - Current Rating: Ba1

-- $40,000,000 Class E Floating Rate Deferrable Interest Secured
    Notes Due 2046 - Current Rating: Ba2

Longport Funding Ltd.

-- Class C Senior Secured Floating Rate Notes - Current Rating:
    A2

-- 14,000 Preference Shares - Current Rating: Ba3
-- Class D-1 Mezzanine Secured Floating Rate Notes - Current
    Rating: Baa2

-- Class D-2 Mezzanine Secured Fixed Rate Notes - Current Rating:
    Baa2

Longridge ABS CDO I, Ltd.

-- $12,000,000 Class E Mezzanine Deferrable Secured Floating Rate
    Notes Due 2047 - Current Rating: Baa3

-- $8,000,000 Class F Mezzanine Deferrable Secured Floating Rate
    Notes Due 2047 - Current Rating: Ba1

Longshore CDO Funding 2006-2, Ltd.

-- Class D Floating Rate Deferrable Interest Notes Due 2046 -
    Current Rating: Baa2

Longstreet CDO I, Ltd.

-- $20,000,000 Class D Fifth Priority Mezzanine Secured Floating
    Rate Notes due November 2046 - Current Rating: A2

-- $10,000,000 Class E Sixth Priority Mezzanine Secured Floating
    Rate Notes due November 2046 - Current Rating: Baa2

-- $10,000,000 Class F Seventh Priority Mezzanine Secured
    Floating Rate Notes due November 2046 - Current Rating: Baa3

-- $8,000,000 Class G Eighth Priority Mezzanine Secured Floating
    Rate Notes due November 2046 - Current Rating: Ba1

Magnolia Finance II Series 2006-9A

-- Series 2006-9A USD 55,000,000 ABS Portfolio Variable Rate
    Notes due March 2045 - Current Rating: Aaa

Magnolia Finance II Series 2006-9B

-- Series 2006-9B USD 50,000,000 ABS Portfolio Variable Rate
    Notes due March 2045 - Current Rating: Aa2

Magnolia Finance II Series 2006-9E2

-- Series 2006-9E2 USD 4,250,000 ABS Portfolio Variable Rate
    Notes due November 2037 - Current Rating: Baa2

Magnolia Finance II Series 2006-9F1

-- Series 2006-9F1 USD 3,000,000 ABS Portfolio Variable Rate
    Notes due February 2046 - Current Rating: Baa3

Magnolia Finance II Series 2006-9F2

-- Series 2006-9F2 USD 4,250,000 ABS Portfolio Variable Rate
    Notes due November 2037 - Current Rating: Baa3

Mercury CDO 2004-1, Ltd.

-- $17,000,000 Class C Fourth Priority Mezzanine Secured Floating
    Rate Notes - Current Rating: Baa2

Midori CDO, Ltd.

-- $14,000,000 Class D Secured Floating Rate Deferrable Notes Due
    2047 - Current Rating: Baa2

-- $5,500,000 Class E Secured Floating Rate Deferrable Notes Due
    2047 - Current Rating: Baa3

MKP CBO VI, Ltd.

-- Class B Third Priority Senior Secured Floating Rate Notes due
    2051 - Current Rating: Aa2

-- Class C Mezzanine Secured Deferrable Floating Rate Notes due
    2051 - Current Rating: A2

-- Class D Mezzanine Secured Deferrable Floating Rate Notes due
    2051 - Current Rating: Baa2

MKP Vela CBO, Ltd.

-- $97,500,000 Class C Secured Deferrable Floating Rate Notes due
    2046 - Current Rating: A2

-- $67,500,000 Class D Mezzanine Secured Deferrable Floating Rate
    Notes due 2046 - Current Rating: Baa2

-- $25,650,000 Class X-1 Secured Deferrable Fixed Rate Notes due
    2046 - Current Rating: Baa3

-- $25,650,000 Class X-2 Secured Deferrable Fixed Rate Notes due
    2046 - Current Rating: Ba3

Montrose Harbor CDO I, Ltd.

-- $21,250,000 Class D Sixth Priority Mezzanine Deferrable
    Secured Floating Rate Notes Due 2051 - Current Rating: Baa2

Octans II CDO Ltd.

-- $51,000,000 Class D Deferrable Secured Floating Rate Notes Due
    2051 - Current Rating: Baa2

-- $45,000,000 Class X-1 Deferrable Secured Fixed Rate Notes Due
    2051 - Current Rating: Baa3

Octans III CDO, Ltd.

-- $40,000,000 Class C Floating Rate Deferrable Interest Secured
    Notes Due 2047 - Current Rating: Baa2

-- $15,000,000 Class D Floating Rate Deferrable Interest Secured
    Notes Due 2047 - Current Rating: Ba1

-- $20,000,000 Class E Floating Rate Deferrable Interest Secured
    Notes Due 2047 - Current Rating: Ba2

Orchid Structured Finance CDO, Ltd.

-- Class A-2 Floating Rate Term Notes - Current Rating: Aaa
-- Class B Floating Rate Term Notes - Current Rating: A2
-- Class C-1 Floating Rate Term Notes - Current Rating: A3
-- Class C-2 Fixed Rate Term Notes - Current Rating: A3

Pampelonne Mezz Swap D2

-- $12,500,000 Initial Tranche Notional Amount Credit Default
    Swap - Current Rating: A2

Pine Mountain CDO II Ltd.

-- $23,000,000 Class D Deferrable Interest Floating Rate Notes
    Due November 30, 2046 - Current Rating: Baa2

-- $6,250,000 Class E Deferrable Interest Floating Rate Notes Due
    November 30, 2046 - Current Rating: Ba1

Porter Square CDO II, Ltd.

-- 17,000 Preference Shares - Current Rating: Ba3

Portfolio Credit Default Swap (Augusta Peak Mezzanine Swap)

-- $11,250,000 Initial Tranche Notional Amount Credit Default
    Swap - Current Rating: Baa2

Portfolio Credit Default Swap (Bison Peak Mezzanine Swap)

-- $11,250,000 Initial Tranche Notional Amount Credit Default
    Swap - Current Rating: Baa2

Portfolio Credit Default Swap (Caribou Peak Mezzanine Swap)

-- $11,250,000 Initial Tranche Notional Amount Credit Default
    Swap - Current Rating: Baa2

Portfolio Credit Default Swap (Grays Peak Mezzanine Swap)

-- $11,250,000 Initial Tranche Notional Amount Credit Default
    Swap - Current Rating: Baa2

Portfolio Credit Default Swap (Ptarmigan Peak Mezzanine Swap)

-- $11,250,000 Initial Tranche Notional Amount Credit Default
    Swap - Current Rating: Baa2

Saybrook Point CBO II, Limited

-- $12,000,000 Class C-1 Floating Rate Secured Notes, Due 2035 -
    Current Rating: Baa2

-- $6,000,000 Class C-2 Floating Rate Secured Notes, Due 2035 -
    Current Rating: Baa2

Saybrook Point CBO, Limited

-- Class A Floating Rate Senior Notes, Due 2031 - Current Rating:
    Aa1
-- Class B Floating Rate Senior Secured Notes, Due 2036 - Current
    Rating: A3

-- Class C Fixed Rate Senior Secured Notes, Due 2036 - Current
    Rating: Ca

Sherwood III ABS CDO, Ltd.

-- $24,000,000 Class B Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2047 - Current Rating: Baa2

-- $7,000,000 Class C Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2047 - Current Rating: Ba2

Solstice II

-- $22,000,000 Class C Mezzanine Floating Rate Notes due 2038 -
    Current Rating: B3

-- 16,000 Class 2 Preference shares(U.S. $16,000,000 aggregate
    liquidation preference) - Current Rating: Ca

-- 5000 Class1 Pref.shares($5,000,000 aggregate liquidation
    preference) - Current Rating: Ca

South Coast Funding II, LTD

-- Class A-3 Floating Rate Notes due 2037 - Current Rating: Aa2
-- Class B Floating Rate Senior Subordinate Notes - Current
    Rating: Ba1

South Coast Funding IX Ltd

-- $34,500,000 Class C Fourth Priority Mezzanine Secured Floating
    Rate Deferrable Notes Due 2047 - Current Rating: A2

-- $24,000,000 Class D Fifth Priority Mezzanine Secured Floating
    Rate Deferrable Notes Due 2047 - Current Rating: Baa2

-- $11,500,000 Class E Sixth Priority Mezzanine Secured Floating
    Rate Deferrable Notes Due 2047 - Current Rating: Baa3

-- $7,500,000 Class F Seventh Priority Mezzanine Secured Floating
    Rate Deferrable Notes Due 2047 - Current Rating: Ba1

Springdale CDO 2006-1 Ltd.

-- $25,000,000 Class D Secured Floating Rate Deferrable Interest
    Notes Due March 2051 - Current Rating: Baa2

-- $10,000,000 Class E Secured Floating Rate Deferrable Interest
    Notes Due March 2051 - Current Rating: Ba1

Stack 2006-1 Ltd.

-- $5,000,000 Class VII Mezzanine Floating Rate Deferrable Notes
    Due 2046 - Current Rating: Ba1

STACK 2006-2 Ltd.

-- $27,000,000 Class V Mezzanine Floating Rate Deferrable Notes
    Due 2047 - Current Rating: A2

-- $42,000,000 Class VI Mezzanine Floating Rate Deferrable Notes
    Due 2047 - Current Rating: Baa2

Static Residential CDO 2006-B Ltd.

-- Class C Deferrable Interest Floating Rate Notes, due 2037 -
    Current Rating: A3

-- Class D Deferrable Interest Floating Rate Notes, due 2037 -
    Current Rating: Baa3

TABS 2005-3, Ltd.

-- $18,000,000 Class D Secured Floating Rate Deferrable Interest
    Term Notes Due 2045 - Current Rating: Baa2

TABS 2006-5

-- Class A3L - Current Rating: A2
-- Class B1L - Current Rating: Baa1
-- Class B2L - Current Rating: Baa2
-- Class B3L - Current Rating: Baa3
-- Class CL - Current Rating: Ba2

TIAA Structured Finance CDO II, Limited

-- $21,000,000 Class B Floating Rate Term Notes, Due 2038 -
    Current Rating: Aa2

-- $11,250,000 Class C-2 Fixed Rate Term Notes, Due 2038 -
    Current Rating: Baa2

-- $6,000,000 Class C-1 Floating Rate Term Notes, Due 2038 -
    Current Rating: Baa2

Trainer Wortham First Republic CBO III, Limited

-- Class C Mezzanine Secured Floating Rate Notes Due 2038 (the
    "Class C Notes") - Current Rating: A2

-- Class D Mezzanine Secured Floating Rate Notes Due 2038 (the
    "Class D Notes") - Current Rating: Baa2

-- Preference Shares (the "Preference Shares")(collectively, the
    "Notes") - Current Rating: Ba2

Webster CDO I, Ltd.

-- $9,000,000 Class B-3L Floating Rate Deferrable Notes Due April
    2047 - Current Rating: Ba1

-- 43,000,000 Preference Shares, Par Value U.S. $0.001 Per Share
    - Current Rating: B2


* S&P Puts 612 U.S. Subprime RMBS Classes on CreditWatch
--------------------------------------------------------
Standard & Poor's Ratings Services its credit ratings on 612
classes of residential mortgage-backed securities backed by U.S.
subprime collateral on CreditWatch with negative implications.

The affected classes total about $7.35 billion in rated
securities, which represents 1.3% of the $565.3 billion in U.S.
subprime RMBS rated by Standard & Poor's between the fourth
quarter of 2005 and the fourth quarter of 2006.

The CreditWatch actions are being taken at this time because of
poor collateral performance, our expectation of increasing losses
on the underlying collateral pools, the consequent reduction of
credit support, and changes that will be implemented with respect
to the methodology for rating new transactions.

Many of the classes issued in late 2005 and much of 2006 now
have sufficient seasoning to evidence delinquency, default, and
loss trend lines that are indicative of weak future credit
performance.  The levels of loss continue to exceed historical
precedents and our initial expectations at the time we rated the
deals.

S&P is also conducting a review of CDO ratings where the
underlying portfolio contains any of the affected securities
subject to these rating actions.

          Factors Driving New Surveillance Methodology

S&P has been surveilling these transactions on a regular basis and
have been monitoring market trends.  At this time, S&P do not
foresee the poor performance abating.  Loss rates, which are being
fueled by shifting patterns in loss behavior and further evidence
of lower underwriting standards and misrepresentations in the
mortgage market, remain in excess of historical
precedents and our initial assumptions.

                      Loss Patterns

New data reveals that delinquencies and foreclosures continue to
accumulate at an increasing rate for the 2006 vintage.  S&P sees
poor performance of loans, early payment defaults, and increasing
levels of delinquencies and losses.

Total aggregate losses on all subprime transactions issued since
the fourth quarter of 2005 is 29 basis points, as compared with 7
basis points for similar transactions issued in 2000.
Transactions from the 2000 vintage are used as a comparison
because they were, up until now, the worst performing
vintage of this decade.  When recent transactions with the same
seasoning are compared on a quarterly basis with similar
transactions issued in 2000, S&P finds that both mean losses and
standard deviations are running in excess of  the 2000 book for
the fourth quarter of 2005 through the fourth quarter of
2006.

Seriously delinquent loans (90-days-plus, foreclosure, and real
estate owned {REO}), on average, also exceed the 2000 book of
business for each quarterly comparison except for the fourth
quarter of 2005.

                      Economic Factors

On a macroeconomic level, S&P expects that the U.S. housing
market, especially the subprime sector, will continue to decline
before it improves, and home prices will continue to come under
stress.  Weakness in the property markets continues to exacerbate
losses, with little prospect for improvement in the near term.
Furthermore, S&P expects losses will continue to increase, as
borrowers experience rising loan payments due to the resetting
terms of their adjustable-rate loans and principal amortization
that occurs after the interest-only period ends for both
adjustable-rate and fixed-rate loans.

Although property values have decreased slightly, additional
declines are expected.  David Wyss, Standard & Poor's chief
economist, projects that property values will decline 8% on
average between 2006 and 2008, and will bottom out in the first
quarter of 2008.

While S&P's LEVELS model assumes property value declines of 22%
for the 'BBB' and lower rating category stress environments, the
continued decline in prices will apply additional stress to these
transactions by increasing losses on the sale of foreclosed
properties, as well as removing or reducing the borrowers' ability
to refinance or sell their homes to meet debt obligations.

As lenders have tightened underwriting guidelines, fewer refinance
options may be available to these borrowers, especially if their
loan-to-value and combined LTV ratios have risen in the wake of
declining home prices.

                        Data Quality

The Mortgage Asset Research Institute reports that alleged
misrepresentations on credit reports were up significantly as a
percentage of total submissions received in 2006.  MARI, which was
recently commissioned by the Mortgage Bankers Assoc. to conduct a
mortgage fraud study, reported that the current findings of fraud
were in excess of previous industry highs.

Data quality concerning some of the borrower and loan
characteristics provided during the rating process has also come
under question.  Therefore, key risk variables that have
historically influenced default patterns, such as FICO,
LTV, and ownership status, are proving less predictive.

It is expected that the ongoing weakness in both national and
regional property markets will exacerbate losses with little
prospect for improvement in the near term.  Also, many of these
transactions will likely encounter additional credit stress from
upcoming interest rate and payment resets.

Data quality is fundamental to S&P's rating analysis.  The loan
performance associated with the data to date has been anomalous in
a way that calls into question the accuracy of some of the initial
data provided to us regarding the loan and borrower
characteristics.  A discriminate analysis was performed to
identify the characteristics associated with the group of
transactions performing within initial expectations and those
performing below initial expectations.

These characteristics associated with each group were
analyzed: LTV, CLTV, FICO, debt-to-income, weighted-average
coupon, margin, payment cap, rate adjustment frequency, periodic
rate cap on first adjustment, periodic rate cap subsequent to
first adjustment, lifetime max rate, term, and issuer.
S&P's results show no statistically significant differentiation
between the two groups of transactions on any of the above
characteristics.  Reports of alleged underwriting fraud tend to
grow over time, as suspected fraud incidents are detected upon
investigation following a loan default.

                      Payment Adjustments

Adjustable-rate and interest-only loans subject to contractual
increases in their monthly payments will continue to put pressure
on borrowers' ability to meet monthly payments in the future.  The
transactions with classes identified for CreditWatch placement
contain, on average, 75%-80% of the types of loans
that are subject to some type of payment adjustment over the next
18 months.

When reviewing the transactions initially, S&P assumed that
borrowers would experience additional stresses when subject to
payment adjustments.  All loans containing some type of payment
increase were assumed to default 20% more often than similar
borrowers with fixed-rate loans and FICO scores of less
than 660.  S&P's analysis intended to anticipate the burden and
resulting payment shock that a borrower would face assuming
rising interest rates.

This table provides the aggregate percentage of 2/1 arms for U.S.
subprime transactions by quarter for the period under review.
Since there tends to be a lag between origination and
securitization, many of the 2/1 hybrid ARM loans will reset about
seven quarters after the transaction closes.

2/1 ARM Reset Information By Quarter

    Sold during    Orig. subprime     % of       Reset quarter
                    balance ($)      2/1 ARM
                    (all loans)
    -----------    --------------    -------     -------------
      2005-Q4      138,888,212,337     64          2007-Q3
      2006-Q1      108,014,850,161     70          2007-Q4
      2006-Q2      121,149,551,887     70          2008-Q1
      2006-Q3       98,332,355,370     62          2008-Q2
      2006-Q4       98,965,073,697     60          2008-Q3

Given all of these current factors, S&P is refining the
surveillance approach for subprime RMBS transactions issued from
the fourth quarter of 2005 through the fourth quarter of 2006.
Going forward, the ratings methodology for new transactions will
also incorporate these factors.

              Surveillance Methodology Changes

As performance continues to deteriorate, S&P has increased the
severity of the surveillance assumptions we use to evaluate the
ongoing creditworthiness for this group of transactions.  The
level of severity was increased to 40% from 33% to reflect the
average severity that subprime servicers are currently
experiencing, which was determined through data collected in S&P's
Servicer Evaluation Analytical Methodology database.  S&P will
continue to apply this revised severity assumption to
delinquencies as they move through the pipeline.

Specifically, for subprime collateral, S&P assumes that the REO
loans are liquidated evenly within six months.  During the same
six-month period, 25% of foreclosures and 10% of loans that are
90-plus-days delinquent would be evenly liquidated.  During months
seven through 12, the remaining 75% of foreclosures and 30% of the
loans that are 90-plus-days delinquent will be evenly liquidated.

In order to account for the movement of the remaining 90-plus-days
delinquent and future delinquent loans through the delinquency
pipeline, S&P assumes that the projection of the losses used in
month 12 continues and amortizes down in months 13 through 36,
which allows for loans presently 60- or 30-days delinquent, or
current, to enter into the delinquency pipeline in the future.

Beginning in the next few days, S&P expects that the majority of
the ratings on the classes that have been placed on CreditWatch
negative will be downgraded.

S&P will lower ratings:

-- To 'CCC' on any class that does not pass the stress test
    scenario within 12 months, regardless of its current rating;

-- To 'B' on any class that does not pass the stress test
    scenario within 13 to 24 months;

-- To 'BB' on any class that does not pass the stress test
    scenario within 25 to 30 months; and

-- To 'BBB' on any class that does not pass the stress test
    scenario within 31 to 36 months.

In addition, S&P has modified the approach to reviewing the
ratings on senior classes in a transaction in which subordinate
classes have been downgraded.  Historically, S&P's practice has
been to maintain a rating on any class that has passed the stress
assumptions and has had at least the same level of outstanding
credit enhancement as it had at issuance.

Going forward, there will be a higher degree of correlation
between the rating actions on classes located sequentially in the
capital structure.  A class will have to demonstrate a higher
level of relative protection to maintain its rating when the class
immediately subordinate to it is being downgraded.

Transactions issued in 2007 have not had adequate seasoning to
establish a payment history that would make the outcomes of the
delinquency and loss tests detailed above capable of meaningful
measurement under our new methodology.  However, the same asset
risks that are apparent in the transactions issued in 2006 may
also be present in the 2007 transactions, as well as in
transactions currently being packaged for sale and securitization.

Hence, to ensure a consistent application of surveillance
methodology S&P will continue to monitor the 2007 vintage
securitizations and apply the same surveillance methodology
as described above to the 2007 transactions as they season and as
delinquency and loss data become available.  S&P will also review
these transactions under the revised surveillance methodology, as
well as the revised methodology employed for issuing new ratings
and may take rating actions, as deemed appropriate, throughout the
remainder of 2007.

S&P will also continue our review of second mortgages, including
"piggyback seconds," "silent seconds," and closed-end second
liens, and expect to publish the results in the near future.

S&P is considering a number of changes to the initial rating
methodology so as to better mitigate these concerns going forward.

          Revised Rating Methodology For New Issues

For transactions that close on or after July 10, 2007, S&P will
incorporate several changes to the ratings methodology that will
result in greater levels of credit protection for rated
transactions.  S&P's cash flow methodology assumptions will
include a simultaneous combination of faster voluntary and
involuntary prepayments that will result in less credit to excess
spread.

Furthermore, S&P's default expectation for 2/28 hybrid ARM loans
will increase by about 21%.  S&P is in the process of updating the
LEVELS and SPIRE models.  A separate article will be released in
the next few days describing the revisions to the ratings
methodology, and will provide the estimated timing for release of
the updated models.

                     Underwriting Review

Given the level of loosened underwriting at the time of loan
origination, misrepresentation, and speculative borrower behavior
reported for the 2006 vintage, S&P will be increasing the review
of the capabilities of lenders to minimize the potential and
incidence of misrepresentation in their loan production.  A
lender's fraud-detection capabilities will be a key area of
focus for S&P.

The review will consist of a detailed examination of:

   i. the overall capabilities and experience of the executive and
      operational management team;
  ii. the production channels and broker approval process;
iii. underwriting guidelines and the credit process;
  iv. quality control and internal audits;
   v. the use of third-party due diligence firms, if applicable;
      and
  vi. secondary marketing.

A new addition to this review process will be a fraud-management
questionnaire focusing on an originator's tools, processes,
and systems for control with respect to mitigating the potential
for misrepresentation.

        Subprime Ratings Placed On Creditwatch Negative

               Aames Mortgage Investment Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-1     M10          BBB/Watch Neg    BBB
      2006-1     M11          BBB-/Watch Neg   BBB-

                         ABFC Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-WMC1  B1           BB+/Watch Neg    BB+
      2005-WMC1  B2           BB/Watch Neg     BB

        ACE Securities Corp. Home Equity Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-HE6   M9           BBB+/Watch Neg   BBB+
      2005-HE6   M10          BBB/Watch Neg    BBB
      2005-HE6   M11          BBB-/Watch Neg   BBB-
      2005-HE6   B1           BB+/Watch Neg    BB+
      2006-ASAP3 M8, M9, M10  BBB/Watch Neg    BBB
      2006-ASAP3 M11          BBB/Watch Neg    BBB
      2006-ASAP4 M11          BBB/Watch Neg    BBB
      2006-FM1   M7           BBB+/Watch Neg   BBB+
      2006-FM1   M8           BBB/Watch Neg    BBB
      2006-FM1   M9           BBB-/Watch Neg   BBB-
      2006-FM1   M10          BB+/Watch Neg    BB+
      2006-FM2   M7           BBB+/Watch Neg   BBB+
      2006-FM2   M8           BBB/Watch Neg    BBB
      2006-FM2   M9           BBB-/Watch Neg   BBB-
      2006-FM2   M10          BB+/Watch Neg    BB+
      2006-HE1   M8           A-/Watch Neg     A-
      2006-HE1   M9           BBB+/Watch Neg   BBB+
      2006-HE1   M10          BBB/Watch Neg    BBB
      2006-HE2   M9           BBB/Watch Neg    BBB-
      2006-HE2   M10          BBB-/Watch Neg   BBB-
      2006-HE2   M11          BB+/Watch Neg    BB+
      2006-HE3   M7           A+/Watch Neg     A+
      2006-HE3   M8           A/Watch Neg      A
      2006-HE3   M9           BBB+/Watch Neg   BBB+
      2006-HE3   M10          BBB/Watch Neg    BBB
      2006-HE3   M11          BBB-/Watch Neg   BBB-
      2006-HE4   M8           BBB+/Watch Neg   BBB+
      2006-HE4   M9           BBB/Watch Neg    BBB
      2006-HE4   M10          BBB-/Watch Neg   BBB-
      2006-HE4   M11          BB+/Watch Neg    BB+
      2006-NC2   M9           BBB-/Watch Neg   BBB-
      2006-NC2   M10          BB+/Watch Neg    BB+
      2006-NC2   M11          BB/Watch Neg     BB

          Aegis Asset Backed Securities Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-5     M6, B1       A+/Watch Neg     A+
      2005-5     B2           A/Watch Neg      A
      2005-5     B3           BBB+/Watch Neg   BBB+
      2005-5     B4           BBB/Watch Neg    BBB
      2005-5     B6           BB+/Watch Neg    BB+

          American Home Mortgage Investment Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-3     B            BBB/Watch Neg    BBB
      2006-2     II-M-4       A+/Watch Neg     A+
      2006-2     III-M-1      AA/Watch Neg     AA
      2006-2     III-M-2      A+/Watch Neg     A+
      2006-2     III-M-3      A+/Watch Neg     A+
      2006-2     III-M-4      A-/Watch Neg     A-
      2006-2     III-M-5      BBB+/Watch Neg   BBB+
      2006-2     IV-M-1       AA/Watch Neg     AA
      2006-2     IV-M-2       A/Watch Neg      A
      2006-2     IV-M-3       BBB+/Watch Neg   BBB+
      2006-2     IV-M-4       BBB/Watch Neg    BBB
      2006-2     IV-M-5       BBB/Watch Neg    BBB

                 Argent Securities Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-W2    M-10         BBB/Watch Neg    BBB
      2005-W2    M-11         BBB/Watch Neg    BBB
      2005-W2    M-12         BBB-/Watch Neg   BBB-
      2005-W2    M-13         BB+/Watch Neg    BB+
      2005-W3    M-10         BBB+/Watch Neg   BBB+
      2005-W3    M-11         BBB/Watch Neg    BBB
      2005-W3    M-12         BBB-/Watch Neg   BBB-
      2005-W4    M-8          BBB/Watch Neg    BBB
      2006-4     M-5          A+/Watch Neg     A+
      2006-4     M-6          A/Watch Neg      A
      2006-4     M-7          A-/Watch Neg     A-
      2006-4     M-8          BBB+/Watch Neg   BBB+
      2006-4     M-9          BBB/Watch Neg    BBB
      2006-M1    M-7          A/Watch Neg      A
      2006-M1    M-8          A-/Watch Neg     A-
      2006-M1    M-9          BBB+/Watch Neg   BBB+
      2006-M1    M-10         BBB/Watch Neg    BBB
      2006-M2    M-6          A-/Watch Neg     A-
      2006-M2    M-7          BBB+/Watch Neg   BBB+
      2006-M2    M-8          BBB/Watch Neg    BBB
      2006-M2    M-9          BBB-/Watch Neg   BBB-
      2006-M2    M-10         BB+/Watch Neg    BB+
      2006-W1    M-9          BBB+/Watch Neg   BBB+
      2006-W1    M-10         BBB-/Watch Neg   BBB-
      2006-W2    M-8          BBB/Watch Neg    BBB
      2006-W2    M-9          BBB-/Watch Neg   BBB-
      2006-W2    M-10         BB+/Watch Neg    BB+
      2006-W3    M-6          A/Watch Neg      A
      2006-W3    M-7          A-/Watch Neg     A-
      2006-W3    M-8          BBB+/Watch Neg   BBB+
      2006-W3    M-9          BBB-/Watch Neg   BBB-
      2006-W3    M-10         BBB-/Watch Neg   BBB-
      2006-W5    M-5          AA-/Watch Neg    AA-
      2006-W5    M-6          A+/Watch Neg     A+
      2006-W5    M-7          A/Watch Neg      A
      2006-W5    M-8          A-/Watch Neg     A-
      2006-W5    M-9          BBB+/Watch Neg   BBB+

    Asset Backed Securities Corporation Home Equity Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      NC2005-HE8 M10          BB+/Watch Neg    BB+
      NC2005-HE8 M11          BB/Watch Neg     BB
      2006-HE1   M12          BB+/Watch Neg    BB+
      NC2006-HE2 M9           BBB-/Watch Neg   BBB-
      NC2006-HE2 M10          BB+/Watch Neg    BB+
      NC2006-HE2 M11          BB/Watch Neg     BB
      NC2006-HE4 M6           BBB+/Watch Neg   BBB+
      NC2006-HE4 M7           BBB/Watch Neg    BBB
      NC2006-HE4 M8           BBB-/Watch Neg   BBB-
      NC2006-HE4 M9           BB+/Watch Neg    BB+

      Bear Sterns Asset Backed Securities I Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-CL1   M-6          A-/Watch Neg     A-
      2005-CL1   M-7          BBB+/Watch Neg   BBB+
      2005-CL1   M-8          BBB/Watch Neg    BBB
      2005-CL1   M-9          BBB-/Watch Neg   BBB-
      2005-CL1   M-10         BB/Watch Neg     BB
      2006-EC2   M-10         BB+/Watch Neg    BB+
      2006-HE3   M9           BBB-/Watch Neg   BBB-
      2006-HE3   M10          BB+/Watch Neg    BB+
      2006-HE4   M8           BBB/Watch Neg    BBB
      2006-HE4   M9           BBB-/Watch Neg   BBB-
      2006-HE4   M10          BB+/Watch Neg    BB+
      2006-HE5   M9           BBB-/Watch Neg   BBB-
      2006-HE5   M10          BB+/Watch Neg    BB+
      2006-HE5   M11          BB/Watch Neg     BB
      2006-HE6   I-M10        BB+/Watch Neg    BB+
      2006-HE6   I-M11        BB/Watch Neg     BB
      2006-HE6   II-M7        BBB+/Watch Neg   BBB+
      2006-HE6   II-M8        BBB/Watch Neg    BBB
      2006-HE6   II-M9        BBB-/Watch Neg   BBB-
      2006-HE6   II-M10       BB+/Watch Neg    BB+
      2006-HE6   II-M11       BB/Watch Neg     BB
      2006-HE7   II-M10       BB+/Watch Neg    BB+
      2006-HE7   II-M11       BB/Watch Neg     BB

                 Bravo Mortgage Asset Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-1     M9           BBB-/Watch Neg   BBB-
      2006-1     M10          BB+/Watch Neg    BB+
      2006-1     M11          BB/Watch Neg     BB

               Carrington Mortgage Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-FRE1  M10          BBB/Watch Neg    BBB
      2005-FRE1  M11          BBB-/Watch Neg   BBB-
      2005-FRE1  M12          BB+/Watch Neg    BB+
      2005-FRE1  M13          BB/Watch Neg     BB
      2006-NC2   M9           BBB-/Watch Neg   BBB-
      2006-NC2   M10          BB+/Watch Neg    BB+

               Citigroup Mortgage Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-HE3   M11          BB+/Watch Neg    BB+
      2005-HE3   M12          BB/Watch Neg     BB
      2005-HE3   M13          BB/Watch Neg     BB
      2005-HE4   M8           BBB+/Watch Neg   BBB+
      2005-HE4   M9           BBB/Watch Neg    BBB
      2005-HE4   M10          BBB-/Watch Neg   BBB-
      2005-HE4   M11          BB+/Watch Neg    BB+
      2005-HE4   M12          BB/Watch Neg     BB
      2005-OPT4  M12          BB+/Watch Neg    BB+
      2005-OPT4  M13          BB/Watch Neg     BB
      2006-AR6   2-M3         A/Watch Neg      A
      2006-AR6   2-M4         BBB/Watch Neg    BBB
      2006-CB3   M6           A-/Watch Neg     A-
      2006-CB3   B1           BBB+/Watch Neg   BBB+
      2006-CB3   B2           BBB/Watch Neg    BBB
      2006-CB3   B3           BBB-/Watch Neg   BBB-
      2006-HE1   M10          BB+/Watch Neg    BB+
      2006-HE1   M11          BB/Watch Neg     BB
      2006-HE2   M7           BBB+/Watch Neg   BBB+
      2006-HE2   M8           BBB/Watch Neg    BBB
      2006-HE2   M9           BBB-/Watch Neg   BBB-
      2006-HE2   M10          BB+/Watch Neg    BB+
      2006-NC1   M8           BBB/Watch Neg    BBB
      2006-NC1   M9           BBB-/Watch Neg   BBB-
      2006-NC1   M10          BB+/Watch Neg    BB+
      2006-NC1   M11          BB/Watch Neg     BB
      2006-NC2   M9           BBB-/Watch Neg   BBB-
      2006-NC2   M10          BB+/Watch Neg    BB+
      2006-NC2   M11          BB/Watch Neg     BB
      2006-WF1   M-3          BBB/Watch Neg    BBB
      2006-WF1   M-4          BBB-/Watch Neg   BBB-
      2006-WF1   M-5          BB+/Watch Neg    BB+
      2006-WF2   M-2          A/Watch Neg      A
      2006-WF2   M-3          BBB/Watch Neg    BBB
      2006-WF2   M-4          BBB-/Watch Neg   BBB-
      2006-WF2   M-5          BB+/Watch Neg    BB+
      2006-WMC1  M9           BBB-/Watch Neg   BBB-
      2006-WMC1  M10          BB+/Watch Neg    BB+
      2006-WMC1  M11          BB/Watch Neg     BB

           CWABS Asset-Backed Certificates Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-9     M-5          A/Watch Neg      A
      2005-9     M-6          A-/Watch Neg     A-
      2005-9     M-7          BBB+/Watch Neg   BBB+
      2005-IM2   M6           A-/Watch Neg     A-
      2005-IM2   M7           BBB+/Watch Neg   BBB+
      2006-5     M8           BBB/Watch Neg    BBB
      2006-5     B            BBB-/Watch Neg   BBB-
      2006-6     M7           BBB/Watch Neg    BBB
      2006-6     M8           BBB-/Watch Neg   BBB-
      2006-6     B            BB+/Watch Neg    BB+
      2006-7     M8           BBB/Watch Neg    BBB
      2006-7     M9           BBB-/Watch Neg   BBB-
      2006-7     B            BB+/Watch Neg    BB+
      2006-8     B            BB+/Watch Neg    BB+
      2006-10    MV-9         BBB-/Watch Neg   BBB-
      2006-10    BV           BB+/Watch Neg    BB+

            Encore Credit Receivables Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-4     M-11         BB+/Watch Neg    BB+
      2005-4     M-12         BB-/Watch Neg    BB-

                  FBR Securitization Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-3     M-7         BBB+/Watch Neg    BBB+
      2005-3     M-8         BBB/Watch Neg     BBB
      2005-3     M-9         BBB-/Watch Neg    BBB-
      2005-4     M-12        BBB-/Watch Neg    BBB-
      2005-5     M-12        BBB-/Watch Neg    BBB-

           Fieldstone Mortgage Investment Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-1     M8           A-/Watch Neg     A-
      2006-1     M9, M10      BBB/Watch Neg    BBB

            First Franklin Mortgage Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-FF2   M8, M9      BBB-/Watch Neg    BBB-
      2006-FF2   B           BB+/Watch Neg     BB+
      2006-FF5   M-9, M-10   BBB-/Watch Neg    BBB-
      2006-FF5   M-11        BB/Watch Neg      BB
      2006-FF7   M-8         BBB/Watch Neg     BBB
      2006-FF7   M-9         BBB-/Watch Neg    BBB-
      2006-FF7   M-10        BB+/Watch Neg     BB+
      2006-FF8   M-9         BBB/Watch Neg     BBB
      2006-FF8   M-10        BBB-/Watch Neg    BBB-
      2006-FF8   M-11, M-12  BB+/Watch Neg     BB+
      2006-FF9   M-10        BBB-/Watch Neg    BBB-
      2006-FF10  M-9         BBB-/Watch Neg    BBB-
      2006-FF10  B-1         BB+/Watch Neg     BB+
      2006-FF10  B-2         BB/Watch Neg      BB

      Fremont Home Loan Trust
                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-D     B1           BBB+/Watch Neg   BBB+
      2005-D     B2           BBB/Watch Neg    BBB
      2005-D     B3           BBB-/Watch Neg   BBB-
      2005-D     B4           BB+/Watch Neg    BB+
      2005-E     B1           BBB/Watch Neg    BBB
      2005-E     B2-A, B2-B   BBB-/Watch Neg   BBB-
      2005-E     B2-C, B2-D   BBB-/Watch Neg   BBB-
      2006-1     M7           BBB+/Watch Neg   BBB+
      2006-1     M8           BBB/Watch Neg    BBB
      2006-1     M9           BBB-/Watch Neg   BBB-
      2006-1     B1, B2       BB+/Watch Neg    BB+
      2006-2     B1, B2       BB+/Watch Neg    BB+
      2006-A     M7           BBB/Watch Neg    BBB
      2006-A     M8, M9       BBB-/Watch Neg   BBB-
      2006-A     M10          BB+/Watch Neg    BB+
      2006-B     M6           A-/Watch Neg     A-
      2006-B     M7           BBB+/Watch Neg   BBB+
      2006-B     M8, M9       BBB/Watch Neg    BBB
      2006-B     M10          BBB-/Watch Neg   BBB-
      2006-C     M9           BBB-/Watch Neg   BBB-
      2006-C     M10          BB+/Watch Neg    BB+
      2006-C     M11          BB/Watch Neg     BB

            GE-WMC Mortgage Securities Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-1     M6           A/Watch Neg      A
      2006-1     B1           A-/Watch Neg     A-
      2006-1     B2           BBB+/Watch Neg   BBB+
      2006-1     B3           BBB/Watch Neg    BBB
      2006-1     B4           BBB-/Watch Neg   BBB-
      2006-1     B5           BBB-/Watch Neg   BBB-

                GSAA Home Equity Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-5     B-2          BBB-/Watch Neg    BBB-
      2006-5     B-3          BB/Watch Neg      BB

                        GSAMP Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-AHL2  B-2          BBB-/Watch Neg   BBB-
      2005-AHL2  B-3          BBB-/Watch Neg   BBB-
      2005-AHL2  B-4          BB+/Watch Neg    BB+
      2006-FM1   M7           A-/Watch Neg     A-
      2006-FM1   B1           BBB+/Watch Neg   BBB+
      2006-FM1   B2, B3       BBB-/Watch Neg   BBB-
      2006-FM2   B2           BB+/Watch Neg    BB+
      2006-NC2   M8           BBB/Watch Neg    BBB
      2006-NC2   M9,B-1       BBB-/Watch Neg   BBB-
      2006-NC2   B-2          BB+/Watch Neg    BB+

                Home Equity Asset Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-7     B3           BBB-/Watch Neg   BBB-
      2005-7     B4, B5       BB+/Watch Neg    BB+
      2005-8     B3, B4       BBB-/Watch Neg   BBB-
      2005-8     B5           BB+/Watch Neg    BB+
      2006-2     B3           BBB-/Watch Neg   BBB-
      2006-2     B4           BB+/Watch Neg    BB+
      2006-2     B5           BB/Watch Neg     BB
      2006-5     B2           BBB/Watch Neg    BBB
      2006-5     B3           BBB-/Watch Neg   BBB-
      2006-6     B2           BBB/Watch Neg    BBB
      2006-6     B3           BBB-/Watch Neg   BBB-
      2006-6     B4           BB+/Watch Neg    BB+
      2006-7     B3           BB+/Watch Neg    BB+

      Home Equity Mortgage Loan Asset-Backed Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-C      M10         BBB/Watch Neg    BBB
      2005-C      M11         BBB-/Watch Neg   BBB-
      2005-D      M9          BBB/Watch Neg    BBB
      2006-A      M9          BBB+/Watch Neg   BBB+
      2006-A      M10         BBB-/Watch Neg   BBB-
      2006-B      M7, M8      BBB+/Watch Neg   BBB+
      2006-B      M9          BBB/Watch Neg    BBB
      2006-C      M-7         BBB+/Watch Neg   BBB+
      2006-C      M-8         BBB/Watch Neg    BBB
      2006-C      M-9         BBB-/Watch Neg   BBB-

           HSI Asset Securitization Corp. Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-I1     M6          A-/Watch Neg     A-
      2006-OPT4   M10         BB/Watch Neg     BB
      2006-WMC1   M6          A/Watch Neg      A
      2006-WMC1   M7          BBB+/Watch Neg   BBB+
      2006-WMC1   M8          BBB/Watch Neg    BBB
      2006-WMC1   M9          BBB-/Watch Neg   BBB-

           IndyMac INDB Mortgage Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-1      B1          A/Watch Neg      A
      2006-1      B2          A-/Watch Neg     A-
      2006-1      B3          BBB+/Watch Neg   BBB+
      2006-1      B4          BBB/Watch Neg    BBB

          IXIS Real Estate Capital Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-HE1    B2          BBB+/Watch Neg   BBB+
      2006-HE1    B3          BBB/Watch Neg    BBB
      2006-HE1    B4          BBB-/Watch Neg   BBB-
      2006-HE2    B1          A-/Watch Neg     A-
      2006-HE2    B2          BBB+/Watch Neg   BBB+
      2006-HE2    B3          BBB/Watch Neg    BBB
      2006-HE2    B4          BBB-/Watch Neg   BBB-
      2006-HE3    B3, B4      BBB-/Watch Neg   BBB-
      2006-HE3    B5          BB+/Watch Neg    BB+

          J.P. Morgan Mortgage Acquisition Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-ACC1   M11         BB/Watch Neg     BB
      2006-FRE1   M10         BB+/Watch Neg    BB+
      2006-FRE1   M11         BB/Watch Neg     BB
      2006-FRE2   M10         BB+/Watch Neg    BB+
      2006-FRE2   M11         BB/Watch Neg     BB
      2006-HE1    M11         BB/Watch Neg     BB
      2006-NC1    M10         BB+/Watch Neg    BB+
      2006-NC1    M11         BB/Watch Neg     BB
      2006-RM1    M9          BBB-/Watch Neg   BBB-
      2006-RM1    M10         BB+/Watch Neg    BB+
      2006-WM1    M7          BBB/Watch Neg    BBB
      2006-WF1    M8          BBB-/Watch Neg   BBB-
      2006-WF1    M9          BB+/Watch Neg    BB+

                      Lehman XS Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-7     M6           A-/Watch Neg     A-
      2006-7     M7           BBB+/Watch Neg   BBB+
      2006-7     M-8          BBB/Watch Neg    BBB
      2006-7     M9           BBB-/Watch Neg   BBB-

                Long Beach Mortgage Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-3      M8          BBB/Watch Neg    BBB
      2005-WL3    B2          BB+/Watch Neg    BB+
      2006-1      M7          A/Watch Neg      A
      2006-1      M8          A-/Watch Neg     A-
      2006-1      M9          BBB+/Watch Neg   BBB+
      2006-1      M10         BBB/Watch Neg    BBB
      2006-1      M11         BBB-/Watch Neg   BBB-
      2006-2      M6          A/Watch Neg      A
      2006-2      M7          A-/Watch Neg     A-
      2006-2      M8          BBB+/Watch Neg   BBB+
      2006-2      M9          BBB/Watch Neg    BBB
      2006-2      M10         BBB-/Watch Neg   BBB-
      2006-2      B           BB/Watch Neg     BB
      2006-3      M6          A+/Watch Neg     A+
      2006-3      M7          A/Watch Neg      A
      2006-3      M8          A-/Watch Neg     A-
      2006-3      M9          BBB+/Watch Neg   BBB+
      2006-3      M10         BBB/Watch Neg    BBB
      2006-3      B           BBB-/Watch Neg   BBB-
      2006-4      M7          A/Watch Neg      A
      2006-4      M8          A-/Watch Neg     A-
      2006-4      M9          BBB+/Watch Neg   BBB+
      2006-4      M10         BBB+/Watch Neg   BBB+
      2006-4      M11         BBB-/Watch Neg   BBB-
      2006-4      B           BB+/Watch Neg    BB+
      2006-5      M8, M9      BBB+/Watch Neg   BBB+
      2006-5      M10         BBB/Watch Neg    BBB
      2006-5      B-1         BBB-/Watch Neg   BBB-
      2006-5      B-2         BB+/Watch Neg    BB+
      2006-6      M9          BBB+/Watch Neg   BBB+
      2006-6      M10         BBB/Watch Neg    BBB
      2006-6      M11         BBB-/Watch Neg   BBB-
      2006-7      M9          BBB+/Watch Neg   BBB+
      2006-7      M10         BBB/Watch Neg    BBB
      2006-7      M11         BBB-/Watch Neg   BBB-
      2006-WL2    M9          BBB-/Watch Neg   BBB-
      2006-WL2    B1          BB+/Watch Neg    BB+
      2006-WL2    B2          BB/Watch Neg     BB
      2006-WL2    B3          BB-/Watch Neg    BB-
      2006-WL3    M8          BBB/Watch Neg    BBB
      2006-WL3    M9          BBB-/Watch Neg   BBB-

                    Luminent Mortgage Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-1      B4          BBB/Watch Neg    BBB
      2005-1      B5          BBB-/Watch Neg   BBB-
      2005-1      B6          BB/Watch Neg     BB

              MASTR Asset Backed Securities Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-FRE1   M8          BBB/Watch Neg    BBB
      2005-FRE1   M9          BBB-/Watch Neg   BBB-
      2005-FRE1   M10         BB+/Watch Neg    BB+
      2005-HE2    M10         BBB-/Watch Neg   BBB-
      2005-HE2    M11         BB+/Watch Neg    BB+
      2005-NC2    M9          A/Watch Neg      A
      2005-NC2    M10         A-/Watch Neg     A-
      2005-NC2    M11, M12    BBB+/Watch Neg   BBB+
      2006-AM1    M12         BBB/Watch Neg    BBB
      2006-AM2    M10         BBB+/Watch Neg   BBB+
      2006-AM2    M11         BBB/Watch Neg    BBB
      2006-FRE1   M6          A-/Watch Neg     A-
      2006-FRE2   M6          A-/Watch Neg     A-
      2006-FRE2   M7          BBB+/Watch Neg   BBB+
      2006-FRE2   M8          BBB/Watch Neg    BBB
      2006-HE1    M-9         A/Watch Neg      A
      2006-HE1    M-10        A-/Watch Neg     A-
      2006-HE1    M-11        BBB/Watch Neg    BBB
      2006-HE2    M6          A/Watch Neg      A
      2006-HE2    M7          BBB+/Watch Neg   BBB+
      2006-HE2    M8          BBB/Watch Neg    BBB
      2006-HE2    M9          BBB-/Watch Neg   BBB-
      2006-HE2    M10         BB+/Watch Neg    BB+
      2006-HE3    M10         BB+/Watch Neg    BB+
      2006-HE3    M11         BB/Watch Neg     BB
      2006-NC2    M10         BB+/Watch Neg    BB+
      2006-NC2    M11         BB/Watch Neg     BB
      2006-WMC2   M6          A/Watch Neg      A
      2006-WMC2   M7          BBB+/Watch Neg   BBB+
      2006-WMC2   M8          BBB/Watch Neg    BBB
      2006-WMC3   M10         BB+/Watch Neg    BB+

              Merrill Lynch Mortgage Investors Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-HE2    M5          A/Watch Neg      A
      2005-HE2    M6          A-/Watch Neg     A-
      2005-HE2    B1          BBB+/Watch Neg   BBB+
      2005-HE2    B2          BBB/Watch Neg    BBB
      2006-AHL1   B2          BBB/Watch Neg    BBB
      2006-AHL1   B3          BBB-/Watch Neg   BBB-
      2006-AR1    B1          BBB+/Watch Neg   BBB+
      2006-AR1    B2          BBB+/Watch Neg   BBB+
      2006-AR1    B3          BBB/Watch Neg    BBB
      2006-FM1    B1          BBB+/Watch Neg   BBB+
      2006-FM1    B2          BBB/Watch Neg    BBB
      2006-FM1    B3          BBB-/Watch Neg   BBB-
      2006-MLN1   B4          BB+/Watch Neg    BB+
      2006-RM2    B1          A-/Watch Neg     A-
      2006-RM2    B2          BBB+/Watch Neg   BBB+
      2006-RM2    B3          BBB/Watch Neg    BBB
      2006-RM2    B4          BBB-/Watch Neg   BBB-
      2006-RM4    B3          BBB-/Watch Neg   BBB-
      2006-RM4    B4          BB+/Watch Neg    BB+

             Morgan Stanley Capital I Inc. Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-NC2    B3          BBB-/Watch Neg   BBB-
      2006-HE2    B3          BBB/Watch Neg    BBB

             Morgan Stanley ABS Capital I Inc. Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-NC3    B2          BBB/Watch Neg    BBB
      2006-NC3    B3          BBB-/Watch Neg   BBB-
      2006-NC4    B2          BBB/Watch Neg    BBB
      2006-NC4    B3          BBB-/Watch Neg   BBB-
      2006-HE3    B2          BBB/Watch Neg    BBB
      2006-HE3    B3          BBB-/Watch Neg   BBB-
      2006-HE4    B3          BBB-/Watch Neg   BBB-
      2006-HE6    B2          BBB/Watch Neg    BBB
      2006-HE6    B3          BBB-/Watch Neg   BBB-
      2006-WMC2   B3          BBB-/Watch Neg   BBB-

              Morgan Stanley Home Equity Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-3     B3          BBB-/Watch Neg   BBB-

      Morgan Stanley IXIS Real Estate Capital Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-1      B2          BBB/Watch Neg    BBB
      2006-1      B3          BBB-/Watch Neg   BBB-

              New Century Home Equity Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-1     M7           BBB+/Watch Neg   BBB+
      2006-1     M8           BBB/Watch Neg    BBB
      2006-1     M9           BBB-/Watch Neg   BBB-
      2006-2     M8           BBB/Watch Neg    BBB
      2006-2     M9           BBB-/Watch Neg   BBB-

                Nomura Home Equity Loan Inc.

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-HE1   B-2          BB/Watch Neg     BB
      2006-FM1   M-8          BBB+/Watch Neg   BBB+
      2006-FM1   M-9          BBB/Watch Neg    BBB
      2006-FM1   B-1          BBB-/Watch Neg   BBB-
      2006-FM1   B-2          BB+/Watch Neg    BB+
      2006-FM2   M-9          BBB/Watch Neg    BBB
      2006-FM2   B-1          BBB-/Watch Neg   BBB-
      2006-FM2   B-2          BB+/Watch Neg    BB+
      2006-HE1   B-2          BB/Watch Neg     BB
      2006-HE2   M-9          BBB/Watch Neg    BBB
      2006-HE2   B-1          BBB-/Watch Neg   BBB-
      2006-HE2   B-2          BB+/Watch Neg    BB+

              NovaStar Mortgage Funding Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-1     M-7          A-/Watch Neg     A-
      2006-1     M-8          BBB+/Watch Neg   BBB+
      2006-1     M-9          BBB/Watch Neg    BBB
      2006-1     M-10         BBB-/Watch Neg   BBB-
      2006-1     M-11         BB+/Watch Neg    BB+
      2006-2     M-7          A/Watch Neg      A
      2006-2     M-8          BBB+/Watch Neg   BBB+
      2006-2     M-9          BBB/Watch Neg    BBB
      2006-2     M-10         BB+/Watch Neg    BB+
      2006-3     M-6          A+/Watch Neg     A+
      2006-3     M-7          A/Watch Neg      A
      2006-3     M-8          BBB+/Watch Neg   BBB+
      2006-3     M-9          BBB/Watch Neg    BBB
      2006-3     M-10         BBB-/Watch Neg   BBB-
      2006-4     M-7          A/Watch Neg      A
      2006-4     M-8          A-/Watch Neg     A-
      2006-4     M-9          BBB+/Watch Neg   BBB+
      2006-4     M-10         BBB/Watch Neg    BBB
      2006-4     M-11         BBB-/Watch Neg   BBB-
      2006-5     M-7          A-/Watch Neg     A-
      2006-5     M-8          BBB+/Watch Neg   BBB+
      2006-5     M-9          BBB/Watch Neg    BBB
      2006-5     M-10         BBB-/Watch Neg   BBB-
      2006-5     M-11         BB+/Watch Neg    BB+
      2006-6     M-12         BB+/Watch Neg    BB+
      2006-6     M-13         BB/Watch Neg     BB

               Option One Mortgage Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-2     M6           A-/Watch Neg     A-
      2006-2     M7           BBB+/Watch Neg   BBB+
      2006-2     M8           BBB/Watch Neg    BBB
      2006-2     M9           BBB-/Watch Neg   BBB-
      2006-2     M10          BB/Watch Neg     BB

               Ownit Mortgage Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-5     M-6          A-/Watch Neg     A-
      2005-5     B-1          BBB+/Watch Neg   BBB+
      2005-5     B-2          BBB/Watch Neg    BBB

           Popular ABS Mortgage Pass-Through Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-5     BF-3         BB-/Watch Neg    BB-
      2005-5     BV-4         BB/Watch Neg     BB

                      RAMP Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-NC1   M-6          A/Watch Neg      A
      2006-NC1   M-7          A-/Watch Neg     A-
      2006-NC1   M-8          BBB+/Watch Neg   BBB+
      2006-NC1   M-9          BBB-/Watch Neg   BBB-
      2006-NC2   M-8          BBB/Watch Neg    BBB
      2006-NC2   M-9          BBB-/Watch Neg   BBB-
      2006-NC2   B-1          BB+/Watch Neg    BB+
      2006-NC3   M-8          BBB+/Watch Neg   BBB+
      2006-NC3   M-9          BBB/Watch Neg    BBB
      2006-NC3   M-10         BBB-/Watch Neg   BBB-
      2006-RS6   B            BB/Watch Neg     BB

                         RASC Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-AHL2  M-9          BBB/Watch Neg    BBB
      2005-AHL2  M-10         BBB-/Watch Neg   BBB-
      2005-AHL3  M-5          A/Watch Neg      A
      2005-AHL3  M-6          A-/Watch Neg     A-
      2005-AHL3  M-7          BBB+/Watch Neg   BBB+
      2005-AHL3  M-8          BBB/Watch Neg    BBB
      2005-AHL3  M-9          BBB-/Watch Neg   BBB-

      Securitized Asset Backed Receivables LLC Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-FR5   B-3          BBB/Watch Neg    BBB
      2005-FR5   B-4          BBB-/Watch Neg   BBB-
      2005-OP2   B3           BBB/Watch Neg    BBB
      2006 FR2   B2           BBB/Watch Neg    BBB
      2006 FR2   B3           BBB-/Watch Neg   BBB-
      2006 FR2   B4           BB+/Watch Neg    BB+
      2006 FR2   B5           BB/Watch Neg     BB
      2006-FR3   B1           BBB+/Watch Neg   BBB+
      2006-FR3   B2           BBB/Watch Neg    BBB
      2006-FR3   B3           BBB-/Watch Neg   BBB-
      2006-FR3   B4           BB+/Watch Neg    BB+
      2006-FR3   B5           BB/Watch Neg     BB
      2006-FR4   B3           BBB-/Watch Neg   BBB-
      2006-HE1   B1           BBB+/Watch Neg   BBB+
      2006-HE1   B2           BBB/Watch Neg    BBB
      2006-HE1   B3           BBB-/Watch Neg   BBB-
      2006-HE1   B4           BB+/Watch Neg    BB+
      2006-HE1   B5           BB/Watch Neg     BB
      2006-NC1   M3           A-/Watch Neg     A-
      2006-NC1   B1           BBB+/Watch Neg   BBB+
      2006-NC1   B2           BBB/Watch Neg    BBB
      2006-NC2   B2           BBB/Watch Neg    BBB
      2006-NC2   B3           BBB-/Watch Neg   BBB-
      2006-NC2   B4           BB+/Watch Neg    BB+
      2006-NC2   B5           BB/Watch Neg     BB
      2006-WM1   B2           BBB/Watch Neg    BBB
      2006-WM1   B3           BBB-/Watch Neg   BBB-

                 SG Mortgage Securities Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-OPT1  M12          BB+/Watch Neg    BB+
      2005-OPT1  M13          BB/Watch Neg     BB
      2006-FRE1  M7           A-/Watch Neg     A-
      2006-FRE1  M8           BBB+/Watch Neg   BBB+
      2006-FRE1  M9           BBB-/Watch Neg   BBB-
      2006-FRE1  M10          BBB-/Watch Neg   BBB-
      2006-FRE2  M6           A/Watch Neg      A
      2006-FRE2  M7           BBB+/Watch Neg   BBB+
      2006-FRE2  M8           BBB/Watch Neg    BBB
      2006-FRE2  M9           BBB-/Watch Neg   BBB-
      2006-FRE2  M10          BBB-/Watch Neg   BBB-

               Soundview Home Equity Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-OPT3  M12          BB/Watch Neg     BB

                 Soundview Home Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-2     B1, B2       BB+/Watch Neg    BB+
      2006-2     B3           BB/Watch Neg     BB
      2006-3     M9           BBB-/Watch Neg   BBB-
      2006-3     M10          BB+/Watch Neg    BB+

      Specialty Underwriting and Residential Finance Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-AB2   B2           BBB/Watch Neg    BBB
      2005-AB2   B3           BBB-/Watch Neg   BBB-
      2005-BC3   B3           BBB-/Watch Neg   BBB-
      2005-BC3   B4           BB+/Watch Neg    BB+

           Structured Asset Investment Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-8     M-7          BBB+/Watch Neg   BBB+
      2005-8     M-8          BBB/Watch Neg    BBB
      2005-8     M-9          BBB-/Watch Neg   BBB-
      2005-9     M8           BBB/Watch Neg    BBB
      2005-9     M9           BBB-/Watch Neg   BBB-
      2005-9     B1           BBB-/Watch Neg   BBB-
      2005-11    M6           BBB+/Watch Neg   BBB+
      2005-11    M7           BBB/Watch Neg    BBB
      2005-11    M8           BBB-/Watch Neg   BBB-
      2006-1     M6           A/Watch Neg      A
      2006-1     M7           A-/Watch Neg     A-
      2006-1     M8           BBB+/Watch Neg   BBB+
      2006-1     M9           BBB/Watch Neg    BBB
      2006-2     M5           A-/Watch Neg     A-
      2006-2     M6           BBB+/Watch Neg   BBB+
      2006-3     M8           BBB/Watch Neg    BBB
      2006-3     M9           BBB-/Watch Neg   BBB-
      2006-3     B1           BB+/Watch Neg    BB+
      2006-4     M4           A/Watch Neg      A
      2006-4     M5           A-/Watch Neg     A-
      2006-4     M6           BBB+/Watch Neg   BBB+
      2006-4     M7           BBB/Watch Neg    BBB
      2006-4     M8           BBB-/Watch Neg   BBB-
      2006-4     B1           BB+/Watch Neg    BB+
      2006-BNC1  M5           A-/Watch Neg     A-
      2006-BNC2  M4           A/Watch Neg      A
      2006-BNC2  M5           A-/Watch Neg     A-
      2006-BNC2  M6           BBB+/Watch Neg   BBB+

  Structured Asset Securities Corporation Mortgage Loan Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2006-AM1   M8           BBB/Watch Neg    BBB
      2006-AM1   M9           BBB/Watch Neg    BBB
      2006-AM1   B1           BBB-/Watch Neg   BBB-
      2006-AM1   B2           BB+/Watch Neg    BB+
      2006-BC1   M8           A-/Watch Neg     A-
      2006-BC1   M9           BBB+/Watch Neg   BBB+
      2006-BC1   B1           BBB/Watch Neg    BBB
      2006-BC1   B2           BB+/Watch Neg    BB+
      2006-BC2   B1           BB+/Watch Neg    BB+
      2006-BC2   B2           BB/Watch Neg     BB
      2006-NC1   M7           BBB+/Watch Neg   BBB+
      2006-NC1   M8           BBB/Watch Neg    BBB
      2006-NC1   M9           BBB-/Watch Neg   BBB-
      2006-NC1   B1           BB+/Watch Neg    BB+
      2006-NC1   B2           BB/Watch Neg     BB
      2006-OW1   M6           A-/Watch Neg     A-
      2006-OW1   M7           BBB+/Watch Neg   BBB+
      2006-OW1   M8           BBB/Watch Neg    BBB

      Structured Asset Securities Corporation Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-AR1   M8           BBB/Watch Neg    BBB

                    Terwin Mortgage Trust

                                       Rating
                                       ------
      Series     Class             To          From
      ------     -----             --          ----
      2005-14HE  B1           BBB+/Watch Neg   BBB+
      2005-14HE  B2           BBB/Watch Neg    BBB
      2005-14HE  M6           A-/Watch Neg     A-
      2006-17HE  M3           A-/Watch Neg     A-
      2006-17HE  M4           BBB+/Watch Neg   BBB+


* Foley Hoah Names Donald Ware as IP Group Chair
-----------------------------------------------
Foley Hoag LLP disclosed that well-known patent litigator Donald
R. Ware became chair of the firm's expanded Intellectual Property
Group and Dana Gordon, a registered patent attorney and scientist,
became deputy chair.

Mr. Ware, also a former member of the firm's Executive Committee,
specializes in biomedical patent litigation including recombinant
DNA, monoclonal antibodies, small molecule compounds, drug
delivery, molecular diagnostics, research tool patents, and
medical devices.  He represents some of the world's leading
biotechnology companies and academic institutions. Don has been
recognized as a leading IP lawyer in Best Lawyers in Americar,
Chambers USA: the Client's Guide, PLC Which Lawyer? and Global
Counsel 3000.  He holds his undergraduate degree from Yale
University and his law degree from Harvard University.

Mr. Gordon is a registered patent attorney, handling matters
involving organic chemistry, including synthetic organic
chemistry, pharmaceuticals, molecular diversity, materials
science, biochemistry and molecular biology.  His client list
includes many of the country's leading academic and private
research institutions.  Mr. Gordon holds a Ph.D. in Organic
Chemistry from Yale University, and his law degree from Boston
College Law School.

"We know our clients want efficiency, responsiveness, and a broad
knowledge of cutting-edge technology issues.  They want their
lawyers to be immersed in their business and industry and to
understand all aspects of their intellectual property needs," said
Donald R. Ware, chair of the practice.  "Our multi-disciplinary
approach allows us to serve our clients in a more powerful and
synergistic way."

"The breadth and depth of our IP Group allow us to help clients
shape an intellectual property strategy to gain a competitive
advantage in the marketplace," said deputy chair Dana M. Gordon.
"That capability is particularly important in the biotechnology
and pharmaceutical industries, areas in which we are deeply
rooted."

Foley Hoag has long been a presence in the IP area, having served
clients in the technology and life sciences industries for
decades.  In 2006, the firm launched its Emerging Enterprise
Center, located in the heart of New England's "Technology
Corridor" to focus on the unique needs - including intellectual
property - of the entrepreneurial community.  The IP practice is
consistently ranked among top firms by leading publications such
as Chambers USA and Legal 500.

                         About IP Group

The reorganized and expanded IP Group combines several
historically strong disciplines in the firm and brings them under
one umbrella.  The IP Group, comprised of over 80 professionals,
includes lawyers, scientists, engineers, medical doctors and other
practitioners experienced in patent prosecution, patent
litigation, technology transfer, IP due diligence and strategies,
copyright and trademark prosecution, and trade secret litigation.


                         About Foley Hoag

Foley Hoag LLP - http://www.foleyhoag.com/-- provides
comprehensive legal services to clients throughout the United
States and around the world.  It serves industries including
biopharma, energy and utilities, financial services,
manufacturing, and technology.  With 250 lawyers located in
Boston, Washington, DC, and the Emerging Enterprise Center in
Waltham, MA, the firm provides solutions and advice in the areas
of intellectual property; corporate finance, mergers and
acquisitions, and IPOs; government strategies; business
litigation; white collar and business crimes; labor and
employment; energy, environment and land use; bankruptcy,
restructuring and workouts; and tax, trusts and estates


* BOOK REVIEW: A Not-So-Tender Offer: An Insider's Look at Mergers
               and Their Consequences
------------------------------------------------------------------
Author:     Isadore Barmash
Publisher:  Beard Books
Hardcover:  264 pages
List Price: $34.95

Order your personal copy at

http://amazon.com/exec/obidos/ASIN/1587981718/internetbankrupt

This book is packed with anecdotes, boardroom intrigue, humor, and
plenty of food for thought.  This book is both a cogent analysis
of mergers and acquisitions and a fascinating page-turner.

Written by Isadore Barmash, an acclaimed writer on the Wall Street
scene, this insider's guide gives you an up-close look at the
often dramatic, sometimes humorous scenes that take place during
mind-boggling megadeals, acquisitions, and "friendly mergers."

With expert insight, wry humor, and wit, it chronicles many
important megamergers and assesses the impact they have had on
corporate performance, the economy, and the millions of employees
and shareholders affected by the upheavals.

                             *********

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 ***