TCR_Public/070716.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, July 16, 2007, Vol. 11, No. 166

                             Headlines

ALLIANT HOLDINGS: Moody's Puts Corporate Family Rating at B3
ALTERNATIVE LOAN: Moody's Rates Class M-8 Certificates at Ba1
AMERISOURCEBERGEN: Boards Set July 20 as Pharmacy Biz Spin-offs
AMP'D MOBILE: Wants Lease Rejection Procedures Established
AMP'D MOBILE: Wants to Walk Away from 22 Executory Contracts

ARCADIA RESOURCES: Purchases JASCORP Pharmacy for $2 Million
AVENTINE RENEWABLE: Launches $300 Mil. Sr. Notes Exchange Offer
BAYOU GROUP: Court Defers Disclosure Statement Hearing to July 17
BERES CONSTRUCTION: Voluntary Chapter 11 Case Summary
BIOMET INC: LVB Acquisition Completes Tender Offer for Shares

BON-TON STORES: June 2007 Sales Down 8.1% to $279.6 Million
BRADFORD WHITE: Case Summary & Seven Largest Unsecured Creditors
CAPITAL TRUST: Fitch Affirms B Rating on $16.2MM Class G Notes
CAPITAL TRUST: Fitch Affirms B- Rating on $10.1MM Class H Notes
CATHOLIC CHURCH: Davenport & Panel Want Rule 2004 Exam on Insurer

CATHOLIC CHURCH: San Diego Wants Exclusive Periods Extended
CATHOLIC CHURCH: San Diego Has Until Sept. 25 to Decide on Leases
COLINS & AIKMAN: Court Confirms Amended Ch. 11 Liquidation Plan
COMMERCIAL CAPITAL: Fitch Lowers Rating on $10.1MM Class 3G to CC
COMMUNICATIONS CORP: Case Summary & 11 Largest Unsecured Creditors

COMPTON PETROLEUM: Moody's Revises Outlook to Negative from Stable
CONSOLIDATED ENERGY: Case Summary & 40 Largest Unsec. Creditors
CONTINENTAL GLOBAL: S&P Puts Corporate Credit Rating at B
DELTA AIR: Fitch Puts Issuer Default Rating at B
DURA AUTOMOTIVE:  Files Plan Term Sheet and Backstop Agreement

EARTH BIOFUELS: Five Creditors File Involuntary Chapter 7 in Del.
EARTH BIOFUELS: Involuntary Chapter 7 Case Summary
EAST 44TH REALTY: Files Chapter 11 Plan of Reorganization in NY
EMMIS COMMS: Net Income Down to $311,000 in Quarter Ended May 31
EXTERRAN HOLDINGS: S&P Assigns Corporate Credit Rating at BB

FINISAR CORP: Receives Additional Nasdaq Delisting Notice
GENERAL MOTORS: Fitch Affirms Issuer Default Rating at B
GTT-STATS: Chapter 15 Petition Summary
HEALTH CARE: S&P Revises Outlook to Positive from Stable
HOME EQUITY: Monthly Losses Cue S&P to Cut Ratings on Two Classes

HUMAN TOUCH: Moody's Holds Corporate Family Rating at Caa1
HYLAND SOFTWARE: S&P Puts Corporate Credit Rating at B
INDYMAC HOME: Moody's Junks Class MV-2 Certificates' Rating
INTEGRA TELECOM: Moody's Puts Corporate Family Rating at B3
INYX USA: Inyx CEO Jack Kachkar Okayed as DIP Lender

IRON AGE: Committee Retains McCarter & English as Local Counsel
IRON AGE: Pyramid Brokerage to Continue as Broker
JP MORGAN: Fitch Affirms B- Rating on $2.6 Mil. Class P Certs.
KB HOME: Board Declares Quarterly Dividends of $0.25 Per Share
KIRKBRIDE REALTY: Involuntary Chapter 11 Case Summary

LAKESIDE PROPERTIES: Case Summary & 19 Largest Unsecured Creditors
LIBERTY TAX: Remains Neutral to $70 per Unit Buy Offer
LIMITED BRANDS: Sales Up 3% for Five Weeks Ended July 7
MBFI CO: Case Summary & Three Largest Unsecured Creditors
MEDIABAY INC: Plans to Wind Down Operations and Auction Assets

METRO BUILDERS: Case Summary & 20 Largest Unsecured Creditors
MICHIGAN LECTROLS: Case Summary & 17 Largest Unsecured Creditors
MIRANT CORP: Subsidiary to Pay $11MM to Resolve Criminal Charges
MISTY HARBOR: Wants Chapter 11 Case Dismissed
NELLSON NUTRACEUTICAL: Creditors' Panel Objects to Asset Sale

OUR LADY OF MERCY: Court Extends Exclusive Periods
OUR LADY OF MERCY: Panel Wants Donlin as Communication Agent
POINT THERAPEUTICS: Cuts Workforce from 33 to 8 Employees
PRIMEDIA INC: Receives Required Consents for Indenture Amendments
PUREBEAUTY INC: Court Confirms Amended Joint Reorganization Plan

RANCHO DE ANDALLUSIA: Case Summary & 20 Largest Unsec. Creditors
RONCO CORP: Committee Wants Levene Neale as Bankruptcy Counsel
SHAW GROUP: Plans to File Delinquent SEC Reports by July 31
SHAW GROUP: Brian Ferraioli Named as Finance Executive VP
SINCLAIR BROADCAST: Moody's Lifts 4.875% Notes' Rating to B1

SOLUTIA INC: Files Second Amended Plan and Disclosure Statement
SOLUTIA INC: Wants Court Nod on Hal Wallach as HR Senior VP
SPECTRUM BRANDS: Lowers Projections for Fiscal Year 2007
STEEL DYNAMICS: Moody's Affirms Ba1 Corporate Family Rating
TOUSA INC: S&P Junks Corp. Credit Rating and Removes Neg. Watch

TRIGEM COMPUTER: Prefers Celrun to Bid for Assets
TRONOX INC: S&P Places BB- Corp. Credit Rating on Negative Watch
TWEETER HOME: Court Approves Asset Sale to Schultze for $38 Mil.
URBI DESARROLLOS: Market Position Cues Fitch to Hold Ratings
WHITE KNIGHT: Case Summary & 18 Largest Unsecured Creditors

WHITING PETROLEUM: Raises $16.5MM in Proceeds from Public Offering
WORLDGATE COMMS: Nasdaq Stays Delisting Until Aug. 9 Hearing

* Fitch Places Ratings on 33 Note Classes Under Watch Negative
* S&P Provides Comments on Subprime Ratings CrediWatch Actions

* McGlinchey Stafford Among America's Top Law Firms in 2007

* BOND PRICING: For the week of July 9 - July 13, 2007

                             *********

ALLIANT HOLDINGS: Moody's Puts Corporate Family Rating at B3
------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Alliant Holdings I, Inc, an indirect holding company for ARG
Holdings, Inc, which in turn owns Alliant Insurance Services, Inc.

The rating agency also assigned ratings to the credit facilities
and notes to be issued in connection with the proposed acquisition
of Alliant by The Blackstone Group in partnership with Alliant's
management and employees.

The proposed financing arrangement includes a $60 million senior
secured revolver (rated B2), a $360 million senior secured term
loan (rated B2) and $290 million of senior unsecured notes (rated
Caa1), all to be issued by Alliant Holdings I, Inc.  Net proceeds
will be used to repay existing debt of about $350 million, to help
fund the acquisition, and to pay related fees and expenses.  The
senior unsecured notes are being offered only to qualified
institutional buyers under Rule 144A of the Securities Act of
1933.  The rating outlook for Alliant Holdings I, Inc. is stable.

Upon the closing of the acquisition, Moody's expects to lower the
corporate family ratings of ARG Holdings, Inc. and Alliant
Insurance Services, Inc. to B3 from B2 and to withdraw these
ratings.  Moody's also expects to withdraw the ratings from the
existing credit facilities of ARG Holdings, Inc. (B2 rating on the
first-lien revolver and term loan and B3 rating on the second-lien
term loan), as these facilities will be terminated.

According to Moody's, the new ratings reflect Alliant's position
as a leading specialty broker and program manager, with expertise
in serving public entities, Indian Nations, law firms and other
industry groups.  Alliant generates strong organic growth and
operating margins and has successfully integrated several
acquisitions over the past six years.  

These strengths are tempered by the company's significant
financial leverage and modest interest coverage on a pro forma
basis following the acquisition, with the adjusted debt-to-EBITDA
ratio expected to increase to nearly seven times.  Alliant, like
other brokers, also faces generally softening rates in the
property & casualty insurance market.

Moody's cited these factors that could lead to an upgrade of
Alliant's ratings:

   i. adjusted EBITDA coverage of interest consistently exceeding
      2 times,

  ii. free-cash-flow-to-debt ratio consistently exceeding 5%, and

iii. adjusted debt-to-EBITDA ratio consistently below 5.5 times.

Moody's cited the following factors that could lead to a downgrade
of the ratings:

   i. adjusted EBITDA coverage of interest below 1.5 times,

  ii. adjusted debt-to-EBITDA ratio above 7 times for an extended
      period, or

iii. a prolonged period with no organic growth.

Moody's last rating action on Alliant took place on June 6, 2007,
when the existing ratings were placed on review with for possible
downgrade following the announcement that the company would be
acquired by The Blackstone Group.

Alliant, based in Newport Beach, California, ranks among the 15
largest US insurance brokers.  Pro forma revenues for 2006, giving
effect to the JLT USA acquisition, were just under $300 million.


ALTERNATIVE LOAN: Moody's Rates Class M-8 Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Alternative Loan Trust 2007-HY7C, and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by first-lien, Alt-A residential
mortgage loans originated by Countrywide Home Loans, Inc.  The
ratings are based primarily on the credit quality of the loans and
on the protection against credit losses provided by subordination,
overcollateralization, and excess cash-flow.  Additional credit
enhancements will include an interest rate swap agreement.  
Moody's expects collateral losses to range from 0.60% to 0.80%.

Countrywide Home Loans Servicing LP will act as master servicer of
the loans in the deal.

The complete rating actions are:

Alternative Loan Trust 2007-HY7C

Mortgage Pass-Through Certificates, Series 2007-HY7C

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


AMERISOURCEBERGEN: Boards Set July 20 as Pharmacy Biz Spin-offs
---------------------------------------------------------------
AmerisourceBergen Corporation and Kindred Healthcare Inc.
disclosed that each company's board of directors has set July 20,
2007, as the record date for the spin-offs of their institutional
pharmacy businesses.

The spin-offs and subsequent combination of these businesses will
create a new, independent, publicly traded company called
"PharMerica Corporation."  The new company will be listed on the
New York Stock Exchange under the symbol "PMC."  The companies
also reported the nine members of PharMerica Corporation's board
of directors.

Shareholders of record of either company's common stock at the end
of the business day on July 20, 2007, will be entitled to receive
shares of PharMerica Corporation on July 31, 2007, the closing
date for the transaction.

AmerisourceBergen shareholders will be entitled to receive
approximately 0.083 shares of PharMerica common stock for each
share of AmerisourceBergen common stock held on the record date.

Kindred shareholders will be entitled to receive approximately
0.366 shares of PharMerica common stock for each share of Kindred
common stock held on the record date.  PharMerica will issue
approximately 30 million shares of common stock.

No action is required by holders of AmerisourceBergen or Kindred
common stock to receive their respective shares of PharMerica
common stock on the closing date, and the two companies'
shareholders will not be required to surrender any
AmerisourceBergen or Kindred shares or pay anything in order to
receive PharMerica shares.

Shareholders who are entitled to receive the stock distribution
will receive book-entry account statements reflecting their
ownership of shares of PharMerica common stock or their brokerage
account will be credited for the shares.  PharMerica will not
issue physical stock certificates.

AmerisourceBergen and Kindred have been advised that trading in
PharMerica common stock will commence on a when-issued basis
shortly before the record date.  When-issued trading refers to
trading in PharMerica common stock on or before the closing date,
prior to the issuance of PharMerica common stock in the
transaction.

On Aug. 1, 2007, the first trading day after the closing date,
when-issued trading in respect of PharMerica common stock is
expected to end and regular way trading to begin.

Shareholders that sell AmerisourceBergen and Kindred shares on or
prior to July 31, 2007, may also be selling their right to receive
shares of PharMerica common stock.  AmerisourceBergen and Kindred
shareholders are encouraged to consult with their financial
advisors regarding the specific implications of selling
AmerisourceBergen or Kindred shares on to July 31, 2007.

                   PharMerica Board of Directors

Named to the board of directors of PharMerica Corporation are
Gregory S. Weishar, Frank E. Collins, Paul J. Diaz, Thomas P.
Gerrity, George L. James III, Edward L. Kuntz, Thomas P. Mac
Mahon, Daniel N. Mendelson and R. David Yost.

Mr. Weishar, 52, is chief executive officer of PharMerica
Corporation and has more than 20 years of experience in the
pharmacy services industry.  From 1994 to January 2007, he was
chief executive officer and president of PharmaCare Management
Services, a pharmacy benefit management and specialty pharmacy
subsidiary of CVS Corporation.  Prior to founding PharmaCare, he
held various senior management positions at PCS Inc. and Argus
Health Systems Inc.

Mr. Collins, 53, will serve as chair of the Nominating and
governance committee and as a member of the audit committee of the
PharMerica board.  He is senior vice president, legal and
administration, and secretary of Sierra Health Services Inc.,
having joined Sierra Health in 1986 as general counsel and
secretary.  Prior to joining Sierra Health, he served on the legal
staff of Blue Cross and Blue Shield of Kansas City from 1981 to
1986, and previously was counsel for the Missouri Division of
Insurance where he was responsible for providing legal advice on
insurance and HMO-related regulatory issues.

Mr. Diaz, 45, has served as a director of Kindred since May 2002,
its chief executive officer since January 2004, and its president
since January 2002.  Mr. Diaz was Kindred's chief operating
officer from 2002 to 2003.  Prior to joining Kindred, he served as
the managing member of Falcon Capital Partners, LLC, a private
investment and consulting firm specializing in healthcare
restructurings, and as chairman and chief executive office for
Capella Senior Living, LLC, a start-up venture to provide long-
term healthcare services.

Mr. Gerrity, 66, will serve as a member of the audit and the
nominating and corporate governance committees of PharMerica's
board.  He is a professor of management and dean emeritus at The
Wharton School of the University of Pennsylvania having been dean
of the school from 1990 to 1999.  He serves as a director of
Hercules Inc., Internet Capital Group, Inc. and Sunoco Inc., and
as a member of the Corporation of the Massachusetts Institute of
Technology.

Mr. James, 60, will serve as chair of the audit committee and a
member of the Compensation Committee of PharMerica's board.  He is
an adjunct professor at the Fox School of Business of Temple
University, and was an independent financial consultant from 2002
to 2005.  From 1997 to 2001, he served as the vice president and
chief financial officer of AmeriSource Health Corporation.  
Previously, he held several executive level positions including
senior vice president and chief financial officer of BetzDearborn,
Inc. and vice president for corporate development and planning at
Scott Paper Company.

Mr. Kuntz, 60, has been Kindred's executive chairman of the board
since 2004, having served as chairman and chief executive officer
from 1999 to 2003.  He served as Kindred's president from 1998 to
2002 and chief operating officer from 1998 to 1999.  He is also a
director of Rotech Healthcare Inc., a provider of home medical
equipment and related products and services.

Mr. Mac Mahon, 60, will serve as chairman of the PharMerica Board
of directors and also as chair of the compensation committee and a
member of the nominating and governance committee.  He is chairman
of the board and a director of Laboratory Corporation of America
Holdings where he also served as vice chairman from 1995 to 2006,
and president and chief executive officer from 1997 until his
retirement in 2006.  Previously, he was a senior vice president, a
director and executive committee member of Hoffmann-La Roche, and
president of the Roche Diagnostics Group.  He also is a director
of Express Scripts Inc.

Mr. Mendelson, 42, will serve as a member of the compensation and
the nominating and governance committees of PharMerica's board.  
He is chief executive officer of Avalere Health LLC, a strategic
advisory company focused on healthcare, and prior to founding
Avalere in 2000, he served as associate director for Health at the
White House Office of Management and Budget.  Mr. Mendelson is
also a director of Coventry Healthcare Inc.

Mr. Yost, 60, is chief executive officer and a director of
AmerisourceBergen Corporation and from 2001 to 2002, also served
as president of the company.  Previously, he was chairman and
chief executive officer of AmeriSource Health Corporation where he
had also served as president.  He held a variety of positions with
AmeriSource Health and its predecessors since 1974, including
executive vice president for operations.  Mr. Yost is also a
director of Electronic Data Systems Corporation.

                      About Kindred Healthcare

Headquartered in Louisville, Kentucky, Kindred Healthcare Inc.
(NYSE:KND) -- http://www.kindredhealthcare.com/-- through its  
subsidiaries operates long-term acute care hospitals, skilled
nursing centers, institutional pharmacies and a contract
rehabilitation services business, Peoplefirst Rehabilitation
Services, across the United States.  Kindred's 56,000 employees
are committed to providing high quality patient care and
outstanding customer service to become the most trusted and
respected provider of healthcare services in every community we
serve.

                       About AmerisourceBergen

Headquartered in Valley Forge, Pennsylvania, AmerisourceBergen
Corp. (NYSE:ABC) -- http://www.amerisourcebergen.com/-- is one of  
the pharmaceutical services companies serving the United States,
Canada and selected global markets.  AmerisourceBergen's service
solutions range from pharmacy automation and pharmaceutical
packaging to pharmacy services for skilled nursing and assisted
living facilities, reimbursement and pharmaceutical consulting
services, and physician education.  AmerisourceBergen employs more
than 14,000 people.

                           *     *     *

Moody's Investor Services placed Ba1 rating on AmerisourceBergen
Corporation's long term corporate family and probability of
default as of September 2006.  The outlook is positive.


AMP'D MOBILE: Wants Lease Rejection Procedures Established
----------------------------------------------------------
Amp'd Mobile, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to approve uniform procedures to govern the
contract and lease rejection process.

The Debtor is party to more than 800 executory contracts and
unexpired leases, Kathryn D. Sallie, Esq., at The Bayard Firm, in
Wilmington, Delaware, tells the Court..

The Debtor is currently engaged in a comprehensive review of all
of its contracts and leases and has determined that it may need to
reject a number of contracts and leases.

The proposed Rejection Procedures are:

  (a) The Debtor will file a Rejection Notice and serve the
      Notice to the U.S. Trustee, counsel to the Secured Lender
      and the Official Committee of Unsecured Creditor, the
      affected landlords, and any other parties-in-interest.

  (b) The Rejection Notice will contain the Debtor's intent to
      reject certain contracts and leases,  and the deadlines
      and procedures for filing objections.  The Notice will
      also include the address of the affected real property,
      the name and address of the affected counterparty, and
      terms of the executory contract.

  (c) Objections must be filed in writing within 10 days after
      Rejection Notice is served and sent to the U.S. Trustee
      and counsel of the Debtor, the Creditors Committee, the
      Secured Lender.

  (d) If no objections are filed, rejection of the executory
      contract will be effective from the date specified in the
      Rejection Notice.

  (e) If a timely objection is filed that cannot be resolved,
      the Court will schedule a hearing to consider that
      objection.  If the objection is overruled, the expiration
      of the lease will be according to what is set in the
      Notice.

  (f) If the Debtor has given a security deposit, the affected
      lessor may not use the deposit without prior authority
      from the Court.

  (g) The Debtor will remove any of its personal property before
      the expiration of the lease.  If the value of the property
      at any location costs less than the expense in removing
      the property, the property will be deemed abandoned
      pursuant to Section 554 of the Bankruptcy Code.

The Debtor also asks the Court to require the affected
counterparties or landlords to file a rejection damages claim 30
days after the Rejection Date.

The Debtor believes that the Rejection Procedures provide a fair
and efficient manner for rejecting contracts, leases and
subleases.  The Rejection Procedures, according to Ms. Sallie,
will enable the Debtor to minimize its unnecessary postpetition
obligations.

Moreover, Ms. Sallie asserts that the Rejection Procedures will
save substantial legal expense and Court time that would
otherwise be incurred if multiple hearings were held on separate
motions with respect to every lease or contract that the Debtor
determines should be rejected.


Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual       
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  In
schedules filed with the Court, it listed total assets of
$47,603,629 and total debts of $164, 569,842.  The Debtor's
exclusive period to file a plan expires on Sept. 29, 2007.  (Amp'd
Mobile Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


AMP'D MOBILE: Wants to Walk Away from 22 Executory Contracts
------------------------------------------------------------
Amp'd Mobile, Inc., asks the United States Bankruptcy Court for
the District of Delaware for permission to reject 22 executory
contracts effective as of July 3, 2007:

  Vendor No.      Vendor
  ----------      ------
    101224        Bloomberg Communications
    101008        Card Player Media, LLC
    101461        Christian & Timbers, LLC
    100249        Courier Connection
    101034        CSTV Networks, Inc.
    100004        Danny Sheridan Sports, Inc.
    101311        Discovery Communications, Inc.
    100823        DUB Publishing, Inc.
    100316        Moran Management & Consulting
    101207        Officeteam
        -         Oxygen Cable
    101500        Pinnacle Communications Service
    100981        Primedia Enterprise, Inc.
    101119        Safire Partners, LLC
    100354        Schematic
    100596        Sisu, Inc.
         -        Soapnet, L.L.C.
    101022        Superior Staffing Services
    101467        Tectonics Construction, Inc.
    101046        Ultimate Staffing Services
    100814        Verified Person
    100395        Warren & Morris

Upon review, the Debtor says it no longer requires the goods or
services provided under the 22 Contracts.

Kathryn D. Sallie, Esq., at The Bayard Firm, in Wilmington,
Delaware, says that if not rejected, the Contracts will cause the
Debtor's estate to incur substantial charges and result in
significant expenses with no commensurate benefit to the Debtor.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual       
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  In
schedules filed with the Court, it listed total assets of
$47,603,629 and total debts of $164, 569,842.  The Debtor's
exclusive period to file a plan expires on Sept. 29, 2007.  (Amp'd
Mobile Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


ARCADIA RESOURCES: Purchases JASCORP Pharmacy for $2 Million
------------------------------------------------------------
Arcadia Resources Inc. acquired the JASCORP pharmacy management
software subsidiary of The F. Dohmen Co.

The purchase price is about $2,050,000, of which $250,000 will be
paid in cash and the balance will be paid in Arcadia Resources
common stock.

Arcadia Resources noted that the acquisition of JASCORP will
complement and support the growth of its health care services
operations, particularly its PrairieStone Pharmacy prescription
network and DailyMed(TM) prescription packaging system, both of
which have run on JASCORP software since January 2004.  The
transaction was completed July 11, 2007.

JASCORP provides a range of retail pharmacy management services
and systems, including dispensing and billing software, as well
as the pioneering JASRx(R) integrated disease state management
module.  JASRx(R) is now used by nearly 350 pharmacies in
39 states and Puerto Rico.

Marvin R. Richardson, president and chief executive officer of
Arcadia Resources, noted, "We have long been impressed by the
capabilities of JASCORP and its JASRxr software package. As our
Company increases its strategic emphasis on health care services,
JASCORP will be integral to our efforts to change the delivery of
retail pharmacy care.  This acquisition will contribute more than
$2 million of incremental revenues at an attractive EBITDA margin,
reduce our cost to provide licensed pharmacy services, and most
importantly improve our operating margins on the licensed service
model significantly.  In addition, this should provide a strong
software infrastructure for the future growth of our business."

John Dohmen, chief executive officer of The F. Dohmen Co.,
commented, "Integrating JASCORP with Arcadia Resources is a
logical combination of a notable pharmacy management software
system with an innovator in retail health care services. We are
proud of our role in developing JASRx(R) as a technological
resource for the industry, and we're pleased that we will continue
to participate in the growth of the combined business as a
shareholder of Arcadia Resources."

                        Going Concern Doubt

BDO Seidman LLP in Troy, Michigan expressed substantial doubt
about Arcadia Resources' ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended March 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations.

                      About Arcadia Resources

Headquartered in Southfield, Mich. Arcadia Resources, Inc. (AMEX:
KAD) -- http://www.arcadiaresourcesinc.com/-- provides in-home  
health care and retail/employer health care services in the U.S.
The company operates in four segments: Services, Products,
Pharmacy, and Clinics.  The Services segment offers medical
staffing services, including home healthcare and medical staffing,
as well as light industrial, clerical, and technical staffing
services.  It provides physical therapists, occupational
therapists, speech pathologists, and medical social workers, as
well as offers home care, medical and non-medical staffing.  The
Products segment engages in the marketing, rental, and sale of
products and equipment, including a catalog out-sourcing and
product fulfillment business, which sells various medical
equipment product offerings.  The Pharmacy segment provides
pharmacy services to grocery pharmacy retailers and offers
DailyMed, a compliance packaging medication system, to at-home
patients and senior living communities.  It offers various
services and products, such as dispensing of pills and other
medications, multi-dose strip medication packages, respiratory
supplies and medications, diabetic care management, drug
interaction monitoring, and special assisted living medication
packaging.  The Clinics segment focuses on establishing non-
emergency medical care facilities in retail location host sites.


AVENTINE RENEWABLE: Launches $300 Mil. Sr. Notes Exchange Offer
---------------------------------------------------------------
Aventine Renewable Energy Holdings Inc. has commenced an offer to
exchange up to $300 million of 10% senior unsecured fixed rate
notes due 2017, which have been registered under the Securities
Act of 1933, as amended, for its outstanding unregistered 10%
senior unsecured fixed rate notes due 2017.

The exchange offer will expire at 5:00 p.m., New York City time,
on Aug. 10, 2007, unless it is extended or terminated.  Holders
must tender their Original Notes on or prior to the expiration
time if they wish to participate in the exchange offer.  Tenders
of Original Notes may be validly withdrawn at any time on or prior
to the expiration time.

The exchange offer was conducted to satisfy the company's
obligations under the terms of a registration rights agreement
entered into as part of a private placement financing transaction
completed in March 2007, and does not represent a new financing
transaction.  The company will not receive any proceeds from the
exchange offer.

The company has retained Wells Fargo Bank N.A. to serve as the
exchange agent for the exchange offer.  Copies of the prospectus
relating to the exchange offer, and the related letter of
transmittal, are available from the exchange agent.

Questions regarding the exchange offer may be directed to the
exchange agent at (800) 344-5128 or (612) 667-9764, Attn:
Bondholder Communications.

             About Aventine Renewable Energy Holdings

Aventine Renewable Energy Holdings Inc. (NYSE:AVR)--
http://www.aventinerei.com/-- produces and markets ethanol used  
as a blending component for gasoline in the United States.  It
produces ethanol and co-products at its wholly owned wet milling
and dry milling plants in Pekin, Illinois, and its 78.4%-owned dry
milling plant in Aurora, Nebraska.  Additionally, the firm
operates a marketing alliance that pools ethanol from multiple
third party producers and sells it nationwide, for which it
receives a commission.  

                           *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' rating on
Aventine Renewable Energy Holdings Inc.


BAYOU GROUP: Court Defers Disclosure Statement Hearing to July 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
postponed a July 11 hearing to consider Bayou Group LLC and its
debtor-affiliates' disclosure statement explaining their Joint
Chapter 11 Plan of Reorganization, to July 17, 2007, Bill Rochelle
of Bloomberg News reports.

Bloomberg News relates, citing a lawyer for one of the creditors,
that the judge didn't have time to hold the hearing.

As previously reported in the Troubled Company Reporter, the
hearing was originally set for July 11, 2007.

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).  
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BERES CONSTRUCTION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Beres Construction Co., Inc.
        3633 North Easton road
        Doylestown, PA 18901

Bankruptcy Case No.: 07-14022

Type of business: The Debtor provides construction services.

Chapter 11 Petition Date: July 12, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Michael H. Kaliner, Esq.
                  Jackson, Cook, Caracappa & Bloom
                  312 Oxford Valley Road
                  Fairless Hills, PA 19030
                  Tel: (215) 946-4342

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.


BIOMET INC: LVB Acquisition Completes Tender Offer for Shares
-------------------------------------------------------------
LVB Acquisition LLC and LVB Acquisition Merger Sub Inc. completed
a tender offer for all outstanding common shares of Biomet Inc.
LVB Acquisition LLC and LVB Acquisition Merger Sub Inc. are
indirectly owned by investment partnerships directly or indirectly
advised or managed by The Blackstone Group, Goldman, Sachs & Co.,
Kohlberg Kravis Roberts & Co. and TPG.  The tender offer expired,
as scheduled, at 12 midnight, New York City time, on Wednesday,
July 11, 2007.

The depositary for the offer has advised that, as of the
expiration of the offer, a total of about 203,573,642 Biomet
shares were validly tendered and not withdrawn in the offer,
representing about 82.85% of Biomet's outstanding shares.  LVB
Acquisition Merger Sub Inc. has accepted for payment all Biomet
shares that were validly tendered in the offer.

Pursuant to the terms of the previously announced merger
agreement, LVB Acquisition LLC and LVB Acquisition Merger Sub Inc.
expect to effect a merger of LVB Acquisition Merger Sub Inc. with
and into Biomet.

In the merger, LVB Acquisition LLC and LVB Acquisition Merger Sub
Inc. will acquire all other Biomet shares at the same $46 per
share price, without interest and less any required withholding
taxes, that was paid in the tender offer.

As a result of the merger, Biomet will become a wholly-owned
subsidiary of LVB Acquisition LLC.  LVB Acquisition LLC and LVB
Acquisition Merger Sub Inc. intend to complete the merger as soon
as practicable following the satisfaction of the conditions in
their merger agreement with Biomet.

                   About The Blackstone Group

The Blackstone Group -- http://www.blackstone.com/-- is a global  
alternative asset manager and provider of financial advisory
services.  The Blackstone Group is an independent alternative
asset managers in the world. Its alternative asset management
businesses include the management of corporate private equity
funds, real estate opportunity funds, funds of hedge funds,
mezzanine funds, senior debt funds, proprietary hedge funds and
closed-end mutual funds.  The Blackstone Group also provides
various financial advisory services, including mergers and
acquisitions advisory, restructuring and reorganization advisory
and fund placement services.

                    About Goldman Sachs & Co.

Founded in 1869, Goldman Sachs is one of the oldest and largest
investment banking firms.  Goldman Sachs is also a global leader
in private corporate equity and mezzanine investing.  Established
in 1991, the GS Capital Partners Funds are part of the firm's
Principal Investment Area in the Merchant Banking Division, which
has formed 13 investment vehicles aggregating $56 billion of
capital to date.

                   About Kohlberg Kravis Roberts

Kohlberg Kravis Roberts & Co. (KKR) is one of the world's oldest
and most experienced private equity firms specializing in
management buyouts.  Founded in 1976, it has offices in New York,
Menlo Park, London, Paris, Hong Kong, and Tokyo.  Throughout its
history, KKR has brought a long-term investment approach to its
portfolio companies, focusing on working in partnership with
management teams and investing for future competitiveness and
growth. Over the past 30 years, KKR has completed over
150 transactions with a total value of over $294 billion.

                            About TPG

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

                          About Biomet

Based in Warsaw, Indiana, Biomet Inc. (NASDAQ: BMET) and its
subsidiaries design, manufacture, and market products used
primarily by musculoskeletal medical specialists in both surgical
and non-surgical therapy.  Biomet and its subsidiaries currently
distribute products in more than 100 countries.

Biomet Inc. and its subsidiaries design, manufacture, and market
products used primarily by musculoskeletal medical specialists in
both surgical and non-surgical therapy.  Biomet's product
portfolio encompasses reconstructive products, fixation products,
spinal products, and other products.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
Moody's Investors Service confirmed the provisional ratings of
Biomet Inc. ((P)B2 Corporate Family Rating.)

The confirmation is based on Moody's expectation that the
consortium of equity sponsors will finance the incremental
purchase price ($500 million) with common stock.  The rating
action assumes that the company will not use incremental debt -
including draws on its revolving credit facility - to fund a
dividend in conjunction with this incremental purchase price.  The
rating outlook is negative.  This concludes Moody's rating review
that was initiated on June 7, 2007.


BON-TON STORES: June 2007 Sales Down 8.1% to $279.6 Million
-----------------------------------------------------------
The Bon-Ton Stores Inc. reported total sales for the five weeks
ended July 7, 2007, decreased 8.1%, to $279.6 million, compared to
$304.2 million for the prior year period.  Bon-Ton and Carson's
combined comparable store sales for the five weeks decreased 8%.
Carson's comparable store sales decreased 1.7% and Bon-Ton
comparable store sales decreased 18.1% compared to the prior year
period.

Year-to-date total sales increased 14% to $1,251.9 million
compared to $1.1 billion for the same period last year.  Year-to-
date Bon-Ton comparable store sales decreased 7.5% and, for
informational purposes only, year-to-date Carson's comparable
store sales are flat to prior year period.

Tony Buccina, vice chairman and president-merchandising,
commented, "June sales results were below expectations, primarily
driven by a slowdown in traffic.  Categories of merchandise which
performed well included intimate apparel, children's, juniors,
dresses and cosmetics.  The weakest performing areas were home and
furniture.  Despite the sales shortfall, inventory levels are
well-positioned for the remainder of the second quarter and we
continue to provide our customers with fresh merchandise.  We're
on schedule to receive back-to-school and transitional fall
merchandise, along with new Home assortments for our July semi-
annual Home Sale."

Mr. Buccina continued, "As a reminder, the integration of Bon-Ton
and Carson's included the implementation of a common merchandise
assortment across all stores, beginning with the liquidation of
non-go-forward merchandise in Bon-Ton and Elder-Beerman stores in
the latter part of May 2006.  The liquidation sales had a positive
impact on the Bon-Ton 2006 comparable store sales results from
late May until early into the third quarter.  We estimate the
impact of the liquidation sales in June 2006 was approximately
$10.7 million, constituting approximately 3.6% of the combined
comparable store sales decrease in June 2007.  Excluding the
impact of the liquidation sales, the combined comparable store
sales decreased approximately 4.4%."

"Based on our lower than expected sales in June, preceded by lower
than anticipated results in the first quarter of fiscal 2007, we
will revise our guidance for fiscal 2007 earnings per diluted
share when we report our second quarter financial results on
August 23," stated Keith Plowman, executive vice president, chief
financial officer.  "Assuming current trends continue into the
third quarter, we believe fiscal 2007 earnings per diluted share
will be below our initial guidance of $3.40 to $3.50 by
approximately $0.20 to $0.30 and EBITDA will be $6 [million] to
$9 million below our initial guidance of $315 to $320 million."

Mr. Plowman continued, "While we continue to see that the overall
retailing environment is challenging, we have taken a long-term
approach to our business and remain confident in our business
strategies."


                     About The Bon Ton Stores

The Bon Ton Stores Inc. (NasdaqGS: BONT) -- http://www.bonton.com/
-- operates 277 department stores, which include eight furniture
galleries, in 23 states in the Northeast, Midwest and upper Great
Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie
Scott, Elder-Beerman, Herberger's and Younkers nameplates and,
under the Parisian nameplate, two stores in the Detroit, Michigan
area.  The stores offer a broad assortment of brand-name fashion
apparel and accessories for women, men and children, as well as
cosmetics and home furnishings.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2007, Fitch
has upgraded The Bon-Ton Stores Inc.'s Issuer Default Rating to B
from B-.  The Rating Outlook is Stable.


BRADFORD WHITE: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bradford White Homes at Middleton Farms, L.L.C.
        12019 Bennett Road
        Oak Hill, VA 20171

Bankruptcy Case No.: 07-11793

Chapter 11 Petition Date: July 12, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: John W. Bevis, Esq.
                  10521 Judicial Drive, Suite 204
                  Fairfax, VA 22030
                  Tel: (703) 691-1334
                  Fax: (703) 385-4353

Total Assets: $1,050,568

Total Debts:  $473,448

Debtor's Seven Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Robert Chen                 judgment                  $188,932
2001 Magarity Court
Falls Church, VA
22043

                            deposit                    $99,492

Shriatna Venkata            deposit                    $86,369
Surapaneni

Lavanya Nandigama           deposit                    $77,340
3907 Golf Tee Court,
Suite 201
Fairfax, VA 22033

Karl Fischer                trade debt-                $14,500
                            judgment

Bradford Custom Homes       trade debt                  $2,784

Middleton Estates           H.O.A. Dues                 $2,602

Wheatley Law Firm           legal bill                  $1,429


CAPITAL TRUST: Fitch Affirms B Rating on $16.2MM Class G Notes
--------------------------------------------------------------
Fitch affirms all classes of Capital Trust RE CDO 2004-1 as:

    -- $100,463,000 class A-1 notes at 'AAA';
    -- $79,398,000 class A-2 notes at 'AAA';
    -- $29,167,000 class B notes at 'AA';
    -- $19,444,000 class C notes at 'A-';
    -- $21,065,000 class D notes at 'BBB';
    -- $3,241,000 class E notes at 'BBB-';
    -- $6,481,000 class F notes at 'BB';
    -- $16,204,000 class G notes at 'B'.

Capital Trust RE CDO 2004-1 is a $324,073,000 revolving commercial
real estate cash flow collateralized debt obligation that closed
on July 20, 2004.  As of the May 2007 trustee report and per Fitch
categorizations, the CDO was substantially invested as follows: B-
notes (64.4%), commercial real estate mezzanine loans (27.3%), a
real estate bank loan mezzanine interest (3.5%), Commercial
Mortgage-Backed Securities (4.4%), and cash (0.3%).

The portfolio is selected and monitored by CT Investment
Management Co., LLC.  Capital Trust RE CDO 2004-1 has a four-year
reinvestment period during which, if all reinvestment criteria are
satisfied, principal proceeds may be used to invest in substitute
collateral.  The reinvestment period ends in July 2008.

CTIMCO, the collateral manager for the transaction, is a wholly
owned subsidiary of Capital Trust Inc. CT, a specialty finance and
investment management company founded in 1997 by Sam Zell and John
Klopp, is a balance sheet investor and investment manager focused
on structured finance products.  The company is one of the leading
real estate mezzanine investors in the U.S. and has originated
over $10 billion of mezzanine and other high-yield investments.

Performance Summary:

The current portfolio's weighted average Fitch stressed last
dollar debt service coverage ratio  is 1.04x, which is above the
minimum covenant requirement of 0.95x.  The last dollar DSCR is
calculated as the last dollar exposure to the trust and excludes
any subordinate amounts outside the transaction.  Fitch reviewed
the most current cash flow statements available for its analysis.

12.25% of the collateral is fixed rate, which is below the
covenant maximum of 20%.  The overcollateralization and interest
coverage ratios of all classes have remained above their
covenants, as of the May 2007 trustee report.

The Fitch Poolwide Expected Loss is 30.625%, as of May 2007
compared to a modeled-stressed PEL of 36.125%.  Although the
cushion of 5.5% is below average, it provides sufficient
reinvestment flexibility to the manager given that only one year
remains of the reinvestment period.  The Fitch PEL is a measure of
the hypothetical loss inherent in the pool at the 'AA' stress
environment before taking into account the structural feature of
the CDO liabilities.  Fitch PEL encompasses all loan, property,
and poolwide characteristics modeled by Fitch.  Upgrades during
the reinvestment period are unlikely given that the pool could
still migrate to the modeled PEL.

Collateral Analysis:

All of the commercial real estate loans assets are subordinate
debt.  CT has extensive experience in the real estate and
mezzanine loan marketplace.

As of the May 2007 trustee report and per Fitch categorization,
the CDO is within all its property type covenants.  Retail loans
comprise the largest percentage of assets at 29.4%.  Office loans
have the next highest percentage at 18.3%.  The CDO is also within
all its geographic location covenants with the highest percentage
of assets located in California at 17.5%.  Based on the number of
obligors, the pool is considered concentrated relative to other
CRE CDOs.

The rated securities are comprised of CMBS.  The weighted average
rating factor of the CMBS is 'BB+/BB'.


CAPITAL TRUST: Fitch Affirms B- Rating on $10.1MM Class H Notes
---------------------------------------------------------------
Fitch affirms all classes of Capital Trust RE CDO 2005-1 as:

    -- $211,941,000 class A notes at 'AAA';
    -- $36,309,000 class B notes at 'AA';
    -- $21,110,000 class C notes at 'A';
    -- $14,354,000 class D notes at 'BBB';
    -- $15,199,000 class E notes at 'BBB-';
    -- $6,755,000 class F notes at 'BB';
    -- $6,755,000 class G notes at 'B';
    -- $10,133,000 class H notes at 'B-'.

Capital Trust RE CDO 2005-1 is a $337,754,776 revolving commercial
real estate cash flow collateralized debt obligation that closed
on March 15, 2005.  As of the May 2007 trustee report and per
Fitch categorizations, the CDO was substantially invested as
follows: B-notes (53.3%), commercial real estate mezzanine loans
(17.2%), a real estate bank loan mezzanine interest (2.1%),
Commercial Mortgage Backed Securities (22.1%), CRE CDOs (4.7%),
and cash (0.6%).  The CDO is also permitted to invest in synthetic
securities.

The portfolio is selected and monitored by CT Investment
Management Co., LLC.  Capital Trust RE CDO 2005-1 has a five-year
reinvestment period during which, if all reinvestment criteria are
satisfied, principal proceeds may be used to invest in substitute
collateral.  The reinvestment period ends in April 2010.

CTIMCO, the collateral manager for the transaction, is a wholly
owned subsidiary of Capital Trust Inc. CT, a specialty finance and
investment management company founded in 1997 by Sam Zell and John
Klopp, is a balance sheet investor and investment manager focused
on structured finance products.  The company is one of the leading
real estate mezzanine investors in the U.S. and has originated
over $10 billion of mezzanine and other high-yield investments.

Performance Summary:

The CDO is in compliance with all its reinvestment covenants.  The
current portfolio's weighted average Fitch stressed last-dollar
debt service coverage ratio is 1.28x, which is above the minimum
covenant requirement of 1.20x.  The last-dollar DSCR is calculated
as the last dollar exposure to the trust and excludes any
subordinate amounts outside the transaction.  Fitch reviewed the
most current cash flow statements available for its analysis.

Additionally, the weighted average spread is 2.10%, which is above
the covenant of 1.50%.  The weighted average coupon is 6.66%,
which is above the covenant of 4.50%.  In addition, 33.6% of the
collateral is fixed rate, which is below the covenant maximum of
40%.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the May 2007
trustee report.

The Fitch Poolwide Expected Loss is 18.125%, as of May 2007,
compared to a modeled stressed PEL of 25.625%.  The cushion of
7.5% provides sufficient reinvestment flexibility to the manager.  
The Fitch PEL is a measure of the hypothetical loss inherent in
the pool at the 'AA' stress environment before taking into account
the structural feature of the CDO liabilities.  Fitch PEL
encompasses all loan, property, and poolwide characteristics
modeled by Fitch.  Upgrades during the reinvestment period are
unlikely given that the pool could still migrate to the modeled
PEL.

Collateral Analysis: All of the commercial real estate loans
assets are subordinate debt.  CT has extensive experience in the
real estate and mezzanine loan marketplace.

As of the May 2007 trustee report and per Fitch categorization,
the CDO is within all its property type covenants.  Office loans
comprise the largest percentage of assets at 28.4%.  Hotel loans
have the next highest percentage at 23.2%.  The CDO is also within
all its geographic location covenants with the highest percentage
of assets located in New York at 27.4%.  Based on the number of
obligors, the pool is considered concentrated relative to other
CRE CDOs.

The remaining assets are composed of CMBS and CRE CDOs.  The
weighted average rating factor of the securities is 'BBB/BBB-'.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings of
the class C, D, E, F, G, and H notes address the likelihood that
investors will receive ultimate interest and deferred interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.


CATHOLIC CHURCH: Davenport & Panel Want Rule 2004 Exam on Insurer
-----------------------------------------------------------------
The Diocese of Davenport and its Official Committee of Unsecured
Creditors jointly ask the U.S. Bankruptcy Court for the Southern
District of Iowa to allow examinations and production of documents
as to The Travelers Companies, Inc., pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport,
Iowa, says that the Diocese and the Creditors Committee were
informed -- and believe -- that the Diocese has insurance
policies, which cover some or all of the Diocese's tort
liabilities relating to sex abuse claims asserted by individuals.  
The majority of the insurance policies and other evidence of
insurance, which have been located by the Diocese relates to
policies issued by Travelers, Aetna and St. Paul Insurance
Companies.  Through mergers, the three insurance companies are
currently owned or controlled by The Travelers Companies, Inc.

Mr. Davidson discloses that the Diocese, the Creditors Committee
and Travelers have ongoing discussions concerning the insurance
coverage provided by Travelers, and the potential coverage for
the Claims.  He says that Travelers has been cooperative in
providing documents and materials to the Diocese.  However, with
the Diocese's fiduciary duties, it is necessary for the Diocese
and the Creditors Committee to issue subpoena and conduct Rule
2004 examinations on persons employed by Travelers to determine
the nature and extent of the Diocese's insurance coverage.

The purpose of a Rule 2004 examination is to allow the Court to
gain a clear picture of the conditions and whereabouts of the
debtor's estate, Mr. Davidson notes.  He adds that the proposed
examinations of Travelers' representatives and the production of
documents relating to the Diocese's insurance coverage are within
the scope of matters relating to the acts, conducts, properties
or liabilities and financial information of the Diocese, which
may affect the administration of its estate.

Pursuant to Rule 2004, the Diocese and the Creditors Committee
seek the Court's permission to examine Travelers' employees most
knowledgeable concerning:

  -- liability insurance policies issued to the Diocese and its
     parishes, and other affiliated entities from 1950 to 1968
     by St. Paul Mercury Indemnity Company or affiliated related
     entities;

  -- the policy numbering system issued by St. Paul Mercury and
     its affiliates from 1950 to 1968;

  -- reinsurance held by St. Paul Mercury or its affiliates for
     liability policies issued to religious organizations from
     1950 to 1968;

  -- reinsurance records of St. Paul Mercury or its affiliates
     from 1950 to 1968; and

  -- any liability policies issued to religious organizations by
     St. Paul Mercury or its affiliates between 1950 and 1968.

The examinations will take place before a duly authorized court
reporter at a mutually agreed location, time, and date, Mr.
Davidson says.

The Diocese and the Creditors Committee also seek the Court's
authority to issue subpoena for production of all documents
within Travelers' possession, custody or control that are
reasonably calculated to lead to the discovery of admissible
evidence concerning the Diocese and parish insurance coverage
from 1950 through 2007.

Mr. Davidson contends that the insurance coverage information
relating to the Claims is vital to the interests of the Diocese,
the bankruptcy estate and the creditors, and will directly impact
the availability of funds for distribution to the creditors.  He
discloses that prior to the Petition Date, Travelers was
providing a defense to some of the Claims, as specifically denied
liability for claims submitted by the Diocese, and provided a
defense to some of the Claims under a reservation of rights.

Judge Jackwig grants the request.

                   About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.
Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel Young Jones & Weintraub LLP represent the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Davenport Diocese reported $4,492,809 in assets
and $1,650,439 in liabilities.

Davenport's exclusive period to file a plan will expire on
Aug. 15, 2007.  Its exclusive period to solicit acceptances of
its plan will expire on Oct. 14, 2007.  (Catholic Church
Bankruptcy News, Issue No. 96; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


CATHOLIC CHURCH: San Diego Wants Exclusive Periods Extended
-----------------------------------------------------------
A month after filing its Chapter 11 case, The Roman Catholic
Bishop of San Diego started disclosure and confirmation processes
by filing a plan of reorganization and an accompanying disclosure
statement.  The Plan is a substantial and serious effort by the
Diocese to reorganize and to continue to perform its
ecclesiastical mission in southern California, Susan G. Boswell,
Esq., at Quarles & Brady LLP, in Tucson, Arizona, relates.

The Plan provides for one of the largest dedicated funds of
$95,000,000 ever proposed for the treatment of allowed claims of
tort claimants alleging clergy sexual abuse, Mr. Boswell says.  

The Diocese has also asked the U.S. Bankruptcy Court for the
Southern District of California for a claims bar date order,
which will allow the Diocese to identify the treatment of claims
under the Plan.  The Court has ruled that a Bar Date order will
be entered this month.

Ms. Boswell says that the Court has directed the Diocese and the
counsel representing certain Tort Claimants to engage in a
mediation process to attempt to reach settlement or consensus on
as many issues as possible.  The mediation process, overseen by
Judge Papas, involves meetings almost every week and is not
expected to continue for an extended period of time unless
progress is being made.  While it believes that the pending Plan
is a substantial and serious effort to reorganize, the Diocese
intends to incorporate in the Plan whatever settlement or
consensus achieved in the Mediation.  The Diocese will also amend
the Plan to address particular issues where consensus has not
been achieved based on issues raised by the Court and the
Official Committee of Unsecured Creditors during the course of
the reorganization case.

Ms. Boswell relates that the independent financial expert, R.
Todd Neilson, is continuing the work and analysis requested by
the Court, and the Diocese continues to work with its creditors
to maintain stable financial operations as the Case proceeds.

Against this backdrop and pursuant to Section 1121 of the
Bankruptcy Code, the Diocese asks the Court to extend:

  (a) its exclusive period to file a plan of reorganization for
      60 days after the completion of the Mediation Process;
      and

  (b) its exclusive period to solicit acceptances of the plan
      for 60 days after the date of the court's order approving  
      the disclosure statement for the Diocese's Plan .

The Extensions will facilitate in moving San Diego's Case to a
fair resolution, Ms. Boswell tells the Court.  The Diocese's
pending Plan presents a serious reorganization proposal, and
since it was filed very early in the case, creditors have the
ability to review the proposal and proceed with discussions with
the Diocese.

Additionally, Ms. Boswell tells the Court that the Extensions are
warranted because:

  -- the Chapter 11 case is large and complex.  The Diocese has
     a large and varied creditor body of individual tort
     claimants, each asserting that he or she has unique and
     substantial claims.  The Case also implicates complex and
     novel issues of law;

  -- the Diocese needs sufficient time to complete the Mediation
     and to incorporate the Mediation's results into the Plan
     and Disclosure Statement;

  -- the Diocese has shown good faith progress toward
     reorganization, and has demonstrated reasonable prospects
     for a viable reorganization by filing the Plan, which on
     its face presents a serious and substantial reorganization
     proposal;

  -- the Diocese is paying its postpetition obligations as they
     become due and is maintaining stable postpetition
     operations;

  -- the Reorganization Case is in its early stages;

  -- the Diocese is not requesting an extension of exclusivity
     to pressure creditors.  To the contrary, the Diocese is
     mediating with the Tort Claimants; and

  -- even if consensus is not achieved in the Mediation, the
     extension will allow the Diocese to amend the Plan to
     attempt to address those areas and issues, which have been
     raised by the Creditors Committee and the Court.

Section 1121(d) of the Bankruptcy Code permits the Bankruptcy
Court to extend the Exclusivity Periods "for cause" after notice
and hearing, Ms. Boswell reminds Judge Adler.

                  Creditors Committee Responds

Since the Mediation process is expected to conclude in late
August, the Official Committee of Unsecured Creditors consents to
a 50-day extension of the Diocese's exclusive period so solicit
acceptances of a plan, or until October 15, 2007.

Since the Diocese has filed a plan, the only extension necessary
is in the solicitation period under Section 1121(c)(3), the
Committee Creditors tells Judge Adler.

The Creditors Committee notes that the Diocese has not
established "cause" for extending the exclusive plan filing
period under Section 1121.  Instead, the Diocese established that
a number of issues may exist hindering the immediate confirmation
of the Plan and approval of the Disclosure Statement.

The existence of difficult issues is not "cause" for giving the
Diocese an upper-hand in the plan process, especially when the
Diocese has effectively abdicated its fiduciary duty to creditors
regarding fundamental issues, like the scope of the property of
the bankruptcy estate, James I. Stang, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, in Los Angeles, California,
contends.  

According to Mr. Stang, the Diocese pleads numerous grounds for
the Extensions.  However, none of the stated grounds are
sufficient.  He asserts that the Diocese's unilateral act of
filing the Plan, while the Creditors Committee was in formation
and without consultation with plaintiffs' attorneys, demonstrates
that the Diocese had no bona fide interest in using the Plan as
the basis for a consensual settlement.  Mr. Stang insists that
the timing of the filing of the Plan was nothing more than part
of a larger strategy to intimidate survivors who had no formal
bankruptcy representation.

Additionally, Mr. Stang says, the Court may soon issue a bar date
order, but nothing in it warrants an extension of the exclusive
periods.

                   About the San Diego Diocese

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately
3,000 people in various areas of work.  The Diocese filed for
Chapter 11 protection just before commencement of the first of
court proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.

The Diocese's exclusive period to file a chapter 11 plan of
reorganization expires tomorrow, June 27, 2007.  On March 27,
2007, the Debtor filed its plan and disclosure statement.
(Catholic Church Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: San Diego Has Until Sept. 25 to Decide on Leases
-----------------------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California extends the deadline for The Roman
Catholic Bishop of San Diego to assume or reject its unexpired
nonresidential real property leases to September 25, 2007, pending
a final ruling on the request.

Judge Adler instructs the Diocese's counsel, Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves & Savitch LLP, San Diego,
California, to file a status report and serve it by September 6.

The Court will convene a final hearing on September 13, 2007, to
consider the Diocese's request.

As reported in the Troubled Company Reporter on June 6, 2007, the
Debtor asked for the extension citing that it has not had
sufficient time to evaluate and decide which Leases should be
assumed or rejected.
s
                   About the San Diego Diocese

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately
3,000 people in various areas of work.  The Diocese filed for
Chapter 11 protection just before commencement of the first of
court proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.

The Diocese's exclusive period to file a chapter 11 plan of
reorganization expires tomorrow, June 27, 2007.  On March 27,
2007, the Debtor filed its plan and disclosure statement.
(Catholic Church Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


COLINS & AIKMAN: Court Confirms Amended Ch. 11 Liquidation Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
confirmed Collins & Aikman Corporation and its debtor-affiliates
Amended Joint Plan of Liquidation.  

The Amended Plan provides for the full recovery by holders of
secured claims aggregating $913,000,000, majority of which
conveyed support for the Plan.  Proceeds from the wind down and
asset sales contemplated in Plan will be used to pay the secured
creditors.

Noteholders in Classes 6 and 7, however, voted against the plan,
in contrast to other impaired classes who overwhelmingly cast
ballots in favor of the Plan, which included holders of general
unsecured claims in Class 5.  Bondholders and holders of  
$539,000,000 in unsecured claims will be paid based on asset
sales and future litigation trust awards.  Holders of shares of
stock will receive zero recovery.

At the confirmation hearing, the Debtors stepped Judge Rhodes
through the 13 statutory requirements of Section 1129(a) of the
Bankruptcy Code.  The Debtors claimed that they have satisfied
the requirements for confirmation, including the "cram-down"
requirements under Section 1129(b) with respect to Classes 6 and
7.

According to Bloomberg News, the Court overruled the objections
of investment banker Third Avenue Trust and autosupplier Noble
International Ltd.

Third Avenue Trust, which had resigned as chair of the Official
Committee of Unsecured Creditors, had expressed dissent about how
the Debtors' managed their Chapter 11 cases.  Third Avenue had
complained why the Debtors had to languish in bankruptcy for more
than two years and further deplete their assets only to
liquidate, instead of emerging as a viable enterprise.  Third
Avenue had previously won Court approval for an appointment of a
fee examiner tasked to review the fees of professionals which,
the investment banker claimed, charged "excessive fees".

As previously reported, several objections have been resolved
before the confirmation hearing.  The Ohio Department of Taxation
also withdrew its objection.

David Youngman, Collins & Aikman Corporation spokesman, relates
that Collins will operate until at least August 31, 2007, when
supply agreements with DaimlerChrysler AG and General Motors
Corp. expire.

Mr. Youngman states that of Collins' 87 plants when it filed for
Chapter 11, 26 have been sold and another 30 are pending sale.  
Due to lack of buyers' interest, 24 plants have been closed.  
Collins intends to shut down another seven facilities.

With respect to the sale of certain of the Debtors' facilities,
Cadence Innovation LLC, recently announced that it "continues its
efforts to acquire certain assets and operations" of the Debtors'
Plastics Business.  Cadence agreed in May to buy nine of the
Debtors' facilities for $68,000,000.  However, a dispute slowed
down transaction and scared off some customers, Erik Larsonmsg of
Bloomberg News reports.

Sixteen plants from the Debtors' Soft Trim Business is being
purchased by Wilbur Ross's International Automotive Components
Group North America Inc.  The Debtors' Hermosillo, Mexico plant,
which manufactures parts for Ford, is also being sold to IAC.

Flex-n-Gate will purchase three exterior plastics plants for
$10,400,000.

                     About Collins & Aikman

Headquartered in Troy, Mich., Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit    
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich.
Case No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, represents C&A in its restructuring.  Lazard Freres & Co.,
LLC, provides the Debtors with investment banking services.  
Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors
Committee.  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Dec. 22, 2006, they filed an Amended
Joint Chapter 11 Plan.  The Court approved the adequacy of the
Amended Disclosure Statement.  (Collins & Aikman Bankruptcy News,
Issue No. 69; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMMERCIAL CAPITAL: Fitch Lowers Rating on $10.1MM Class 3G to CC
-----------------------------------------------------------------
Fitch Ratings has downgraded Commercial Capital Access One, Inc.'s
commercial mortgage series 3, as:

    -- $10.1 million class 3G to 'CC/DR2' from 'CCC/DR2'.

In addition, Fitch has affirmed these ratings:

    -- $113 million class 3A2 at 'AAA';
    -- $100,000 class 3X at 'AAA';
    -- $43.4 million class 3B at 'AAA';
    -- $43.4 million class 3C at 'A+';
    -- $19.5 million class 3D at 'BBB+';
    -- $6.5 million class 3E at 'BBB';
    -- $10.8 million class 3F at 'BB'.

Fitch does not rate class 3H, which has been depleted due to
losses.  Class 3A-1 has been paid in full.

The downgrade is the result of actual losses and additional
expected losses since Fitch's last rating action.  As of the June
2007 distribution report, the transaction has paid down 42.6% to
$249 million from $433.7 million at issuance.  Of the original 108
loans, 84 remain in the pool.

There is one asset (0.6%) in special servicing, secured by a golf
course in East St. Louis, IL.  It was transferred to the special
servicer due to monetary default.  The special servicer is
pursuing foreclosure and a receiver has taken over the property.  
Based on most recent valuation of the property, losses are
expected upon liquidation.

A limited guaranty provided by Sun America, Inc. covers 16.7% of
the remaining pool.  The guaranty requires Sun America to pay the
special servicer, on behalf of the trustee, an amount equal to any
realized losses arising from specially serviced loans, or to
purchase the specially serviced loans directly from the trust.
Prior losses have reduced the outstanding coverage from
$14.4 million at issuance to approximately $6.7 million.  The loan
currently in special servicing is not covered by the guaranty.


COMMUNICATIONS CORP: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Communications Corporation of America
        700 St. John Street, Suite 300
        Lafayette, Louisiana 70501

Bankruptcy Case No.: 06-50410

Debtor-affiliate filing separate chapter 11 petitions on
July 11, 2007:

      Entity                                    Case No.
      ------                                    --------
      ComCorp of Baton Rouge License Corp.      07-11737
      ComCorp of Bryan License Corp.            07-11738
      ComCorp of El Paso License Corp.          07-11740
      ComCorp of Indiana License Corp.          07-11741
      ComCorp of Lafayette License Corp.        07-11742
      ComCorp of Louisiana License Corp.        07-11744
      ComCorp of Texas License Corp.            07-11745
      ComCorp of Tyler License Corp.            07-11746
      ComCorp WB Baton Rouge, Inc.              07-11477

Debtor-affiliate filing separate chapter 11 petitions on
June 7, 2006:

      Entity                           Case No.
      ------                           --------
      ComCorp Holdings, Inc.           06-50411
      ComCorp Broadcasting, Inc.       06-50412
      ComCorp of Texas, Inc.           06-50413
      ComCorp of Lafayette, Inc.       06-50414
      ComCorp of Baton Rouge, Inc.     06-50415
      ComCorp of Bryan, Inc.           06-50416
      ComCorp of El Paso, Inc.         06-50417
      ComCorp of Louisiana, Inc.       06-50418
      ComCorp of Tyler, Inc.           06-50419
      ComCorp of Indiana, Inc.         06-50420
      ComCorp of Monroe, Inc.          06-50421

Type of Business: The Debtors are media and broadcasting
                  companies. Along with media company White Knight
                  Holdings, Inc., it owns and operates around 23
                  TV stations in Indiana, Texas, and Louisiana.

                  The Debtors filed for chapter 11 protection
                  concurrently with White Knight Holdings
                  (Bankr. W.D. La. Case No. 06-5042) and its
                  subsidiaries, which are also engaged in media,
                  television, and the broadcasting industry.

                  White Knight and its debtor-affiliates
                  bankruptcy proceedings are jointly administered
                  with Communication Corporation's.

                  Both Debtors have entered into commercial
                  inventory agreements, joint sales agreements,
                  and shared services agreements, as part of the
                  ordinary course of business. Communications
                  Corporation and White Knight Holdings however,
                  are independent companies, and each is not an
                  affiliate of the other.

                  The affiliates who filed on July 11, 2007, exist
                  to hold FCC licenses of the television stations
                  owned by some of the debtor who initially filed
                  for bankruptcy on June 7, 2006.

Chapter 11 Petition Date: June 7, 2006

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Gerald H. Schiff

Debtors' Counsel: Douglas S. Draper, Esq.
                  William H. Patrick III, Esq.
                  Tristan Manthey, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130-6103
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949

Schedules previously filed with the Court showed:

                              Total Assets      Total Debts
                              ------------      -----------
Communications Corporation    $170,332,898      $373,303,837
  of America

ComCorp Holdings, Inc.        $170,180,245      $371,348,118

ComCorp Broadcasting, Inc.    $173,530,603      $372,088,107

ComCorp of Texas, Inc.        $68,484,704       $371,985,660

ComCorp of Lafayette, Inc.    $0                $371,348,118

ComCorp of Baton Rouge, Inc.  $23,562,110       $371,589,992

ComCorp of Bryan, Inc.        $1,978,369        $371,372,890

ComCorp of El Paso, Inc.      $20,794,853       $371,660,749

ComCorp of Louisiana, Inc.    $18,543,498       $371,497,277

ComCorp of Tyler, Inc.        $15,271,881       $371,545,032

ComCorp of Indiana, Inc.      $21,544,821       $371,545,166

ComCorp of Monroe, Inc.       $0                $371,348,118


                           Estimated Assets      Estimated Debts
                           ----------------      ---------------
ComCorp of Baton Rouge     $1 Million to         More than
License Corp.              $100 Million          $100 Million

ComCorp of Bryan           $1 Million to         More than
License Corp.              $100 Million          $100 Million

ComCorp of El Paso         $1 Million to         More than
License Corp.              $100 Million          $100 Million

ComCorp of Indiana         $1 Million to         More than
License Corp.              $100 Million          $100 Million

ComCorp of Lafayette       $1 Million to         More than
License Corp.              $100 Million          $100 Million

ComCorp of Louisiana       $1 Million to         More than
License Corp.              $100 Million          $100 Million

ComCorp of Texas           $1 Million to         More than
License Corp.              $100 Million          $100 Million

ComCorp of Tyler           $1 Million to         More than
License Corp.              $100 Million          $100 Million

ComCorp WB Baton Rouge,    Less than $10,000     Less than $10,000
Inc.

Debtors' Consolidated List of their 11 Largest Unsecured
Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Preston-Patterson Co., Inc.                          $406,074
   P.O. Box 244
   Conshohocken, PA 19428

   Fox Broadcasting Company                             $232,506
   c/o Ernst & Young
   7578 Collections Center Drive
   Chicago, IL 60693-6616

   Gamut Communications, Inc.                            $76,241
   8 Twin Tree Court
   Cedar Crest, NM, 87008

   Millennium TV                                         $52,382

   Katz Media                                            $17,130

   Continental TV                                        $13,385

   The Lamar Companies                                    $8,700

   Katz Media Corp.                                       $8,381

   Harris Corporation                                     $8,274

   ITT Hartford                                           $7,470

   Thompson, Coe, Cousins & Iron                          $1,905


COMPTON PETROLEUM: Moody's Revises Outlook to Negative from Stable
------------------------------------------------------------------
Moody's Investors Service changed Compton Petroleum Corporation's
rating outlook to negative from stable.

The negative outlook on Compton's ratings, B1 Corporate Family
Rating and B2 senior unsecured note rating, reflects Compton's
continued high financial leverage, with high levels of debt
relative to proved developed reserves and only modest production
relative to debt.

In addition, Moody's believes there is a risk that Compton could
remain highly leveraged over the near to medium term, as the
company is likely to continue to outspend cash flow as a result of
an accelerated drilling program focused on unconventional natural
gas resource plays.  Compton's plan for debt reduction over the
near-term is highly contingent on asset sale proceeds, the timing
and value of which remain uncertain.

Moody's recognizes that Compton has been able to grow its reserves
organically over the past several years and that it has a fairly
durable core reserve base; however, as Moody's previously
indicated, the ability for Compton to retain its stable rating
outlook depended on its success in preventing further material
increases in financial leverage.

Compton's financial leverage has been rising over the last couple
of years, mainly as a result of an aggressive drilling program
centered on unconventional gas plays in Southern and Central
Alberta funded with a significant amount of debt. Debt/PD
reserves, as adjusted for operating leases and obligations related
to the Mazeppa gas processing plant, was about $8.41/boe as of
March 31, 2007, as compared to $6.18/boe at Dec. 31, 2005.

Moreover, the company's recently announced debt-financed
acquisition of Stylus Energy Inc. for CND$91 million is expected
to further increase leverage to $9.20/boe, which is materially
higher than the $5.51 average of its B1 rated peers.
Debt/production was about $29,376 in the first quarter of 2007,
$30,634 pro-forma for Stylus.

Moody's believes that Compton's leverage levels could experience
further upward pressure.  The company is targeting an aggressive
20% or more in production growth as a result of an accelerated
drilling program concentrated in the Belly River formation.  The
company plans to drill 435 wells in 2007, 600 wells in 2008, 800
wells in 2009, and up to 1,000 wells in 2010. This significant
level of growth creates material funding requirements.

In 2007, Compton expects to spend CND$450 million, with
CND$500 million earmarked for 2008, and C$700 million in 2009.
Moody's believes that Compton will continue to face cash flow
shortfalls, which could be fairly substantial if the company were
to experience a shortfall below its production growth plan, a
moderation in natural gas prices on unhedged volumes, or a rise in
oilfield service costs.  In 2007, the company expects production
to be down 4%-7%, on average, primarily as a result of wet weather
in the second quarter of 2007, which delayed its drilling program.
Consequently, Compton expects to face up to a CND$230 million to
CND$240 million cash flow deficit in 2007.

Moody's will monitor Compton's ability to reduce leverage over the
near-term.  Compton plans to sell its light oil properties in the
Peace River Arch and additional minor properties in the third and
fourth quarter of 2007, respectively.  Proceeds from the asset
sales will be used to fund capital expenditures and reduce debt
under the company's revolving bank credit facility.  

Although the asset sales will help reduce debt, this leverage
reduction will come at the cost of reduced scale and
diversification.  Moody's estimates that the Peace River Arch
properties accounted for about 11% of year-end 2006 PD reserves
and about 20% of first quarter 2007 production.  In addition, the
timing and ultimate value of the asset sales, as well as the
ultimate degree of debt reduction remains uncertain.

A return to a stable rating outlook would require Compton to
reduce debt/PD to a sustainable, lower level, below $8/boe.  If
the company's deleveraging is delayed or insufficient for the B1
Corporate Family Rating, the company is unable to maintain
competitive F&D costs, or if the company's sequential quarterly
production trends significantly deteriorated, the ratings could
come under further pressure and may result in a ratings downgrade.
In addition, per Moody's loss given default rating methodology,
Compton Petroleum Finance Corporation's B2 rated senior unsecured
notes could also face negative ratings pressure if revolver
outstandings are not materially reduced over the near-term.

Compton Petroleum Corp. is headquartered in Calgary, Alberta.


CONSOLIDATED ENERGY: Case Summary & 40 Largest Unsec. Creditors
---------------------------------------------------------------
Lead Debtor: Consolidated Energy, Inc.
             76 George Road
             Betsy Layne, KY 41605

Bankruptcy Case No.: 07-70314

Debtor affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Warfield Processing, Inc.                  07-70315
        Eastern Consolidated Oil & Gas, Inc.       07-70316
        Morgan Mining, Inc.                        07-70317
        Eastern Consolidated Energy, Inc.          07-70318

Type of business: The Debtor is engaged in coal mining operations,
                  gas and oil exploration and development, and
                  development of related clean energy technologies
                  that are environmentally friendly.  See
                  http://www.ceiw.net/

Chapter 11 Petition Date: July 12, 2007

Court: Eastern District of Kentucky (Pikeville)

Debtors' Counsel: Dean A. Langdon, Esq.
                  Laura Day DelCotto, Esq.
                  Wise DelCotto, P.L.L.C.
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Fax: (859) 281-1179

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Consolidated Energy, Inc.   Less than              $1 Million to
                            $10,000                $100 Million

Warfield Processing, Inc.   Less than              Less than
                            $10,000                $10,000

Eastern Consolidated Oil    Less than              Less than
& Gas, Inc.                 $10,000                $10,000

Morgan Mining, Inc.         Less than             $100,000 to
                            $10,000               $1 Million

Eastern Consolidated        Less than             $1 Million to
Energy, Inc.                $10,000               $100 Million

A. Consolidated Energy, Inc's Six Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Enable Growth Partners                                $900,000
Brendan O' Neil
One Ferry Building
San Francisco, CA 94111

Bushido Capital Partners,                             $600,000
Ltd.
c/o Ron Dagar
145 East 57th Street,
11th Floor
New York, NY 10022

Iroquois Capital                                      $250,000
Josh Silverman
641 Lexington Avenue,
26th Floor
New York, NY 10022

Division of Unemployment    state unemployment         unknown
Insurance                   taxes
Ed. Cabinet-Office of
Legal Services

Internal Revenue Service    federal taxes              unknown

Kentucky Department of      state taxes                unknown
Revenue, Legal Branch-
Bankruptcy Section

B. Morgan Mining, Inc's 14 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                     ---------------       ------------
T-Quip Sales & Rentals, Inc.                          $265,000
342 Rockingham Road
Londonberry, NH 03053

Trimble Oil                                            $49,175
P.O. Box 2070
Pikeville, KY 41502

Commercial Insurance                                   $19,470
Services
P.O. Box 4186
Lexington, KY 40544-4186

East KY Excavation, Inc.                               $13,500

Meade Engineering Company                               $5,729

Mountain Valley Shot                                    $5,427
Services

Mine Safety and Health                                    $758
Administration

A-Plus Septic Tank Service                                $600

Randall C. Stephens P.E.                                  $320

S.&S. Signs & Banners                                     $244

Allied Waste Services #457                                $111

Internal Revenue Service                               unknown

Kentucky Department of                                 unknown
Revenue, Legal Branch-
Bankruptcy Section

Martin County Fiscal Court                             unknown

C. Eastern Consolidated Energy, Inc's 20 Largest Unsecured
Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Black Gem Coal Sales                                $1,106,030
439 Meadow Branch Road
Prestonburg, KY 41653

East Kentucky Excavation,                             $375,471
Inc.
P.O. Box 345
Old Route 80
Martin, KY 41649

New River Coal Sales                                  $238,404
P.O. Box 826
Pound, VA 24279

Dry Folk Supply, Inc.                                 $200,743

Killman, Murrell & Co., P.C.                          $164,019

T-Quip Sales & Rentals                                $120,000

Del-Mar Hydraulics                                    $114,906

Mine Safety & Health                                   $81,955
Administration

Summit Engineering, Inc.                               $68,055

Risk Management                                        $65,026

Trimble Oil                                            $49,270

Jacobs Consulting                                      $48,030

Martin Co. Sheriff                                     $40,869

J.F.&M. Company                                        $39,650

A-1 Services                                           $39,289

Caterpillar Financial                                  $36,761

Covenant Pump                                          $36,226

New River Energy, L.L.C.                               $36,011

Nalco                                                  $34,324

Conn-Weld Industries, Inc.                             $31,657


D. Warfield Processing, Inc., and Eastern Consolidated Oil & Gas,
Inc., do not have creditors who are not insiders.


CONTINENTAL GLOBAL: S&P Puts Corporate Credit Rating at B
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Continental Global Group Inc., a coal mining
equipment manufacturer.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B' issue rating
and '4' recovery rating to CGG's proposed $120 million first-lien
senior secured term loan, indicating an expectation of average
recovery (30% to 50%) in the event of payment default.  The term
loan, along with an unrated $40 million senior secured asset-based
revolving credit facility, will be used to refinance existing
debt.
      
"The ratings on CGG reflect the highly cyclical and competitive
nature of the mining equipment industry, the company's exposure to
raw material prices, and its historical cash flow volatility.  
This is partially offset by the company's leading positions in
niche markets and currently favorable industry fundamentals," said
Standard & Poor's credit analyst Clarence Smith.
     
Investment firm N.E.S. controls CGG.  The company manufactures
equipment used primarily in coal mining and other bulk aboveground
and underground mining applications.  Products include belt
conveyors and related components and systems.  The company also
provides design-engineering, support, and other services to meet
specific-customer requirements.  About 10% of CGG's revenues are
derived from the supply of axle components, tires, and frames to
the manufactured housing industry.


DELTA AIR: Fitch Puts Issuer Default Rating at B
------------------------------------------------
Fitch Ratings has initiated coverage of Delta Air Lines, Inc.
(NYSE: DAL) with the assignment of these debt ratings.

    -- Issuer Default Rating 'B';
    -- First-lien senior secured credit facilities 'BB/RR1';
    -- Second-lien secured credit facility (Term Loan B) 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook is Stable.

The new ratings for Delta reflect progress made toward balance
sheet repair, operating cost reduction and route network re-
alignment during the carrier's Chapter 11 bankruptcy
reorganization.  DAL emerged from Chapter 11 on April 30 with a
substantially improved operating profile after non-fuel unit
operating costs were cut by approximately 25% through the
bankruptcy restructuring.  In addition, the carrier's balance
sheet has been strengthened by the reduction of over $9 billion in
lease-adjusted debt and the rejection, return or sale of over 180
aircraft in bankruptcy.  Moreover, DAL has taken steps to address
a long-standing revenue problem by cutting under-performing
domestic routes and re-deploying long-haul aircraft such as the
Boeing 767 to international markets that continue to generate
better returns.

The 'B' IDR reflects the high levels of debt and lease obligations
that remain in DAL's capital structure even after the
restructuring, reduced but still heavy cash obligations over the
next several years and the company's exposure to demand and fuel
price shocks in an industry that remains highly vulnerable to
changes in the macroeconomic environment.  DAL's restructuring
efforts have clearly paid off in delivering dramatically improved
margins and free cash flow generation potential.  However, the
carrier will be hard pressed to meet its exit plan cash flow
levels if domestic revenue weakness extends into 2008 or if jet
fuel prices spike higher.  High growth rates in overseas markets
may limit international unit revenue improvement this year,
slowing DAL's progress in reducing the size of the revenue per
available seat mile gap with the rest of the U.S. legacy carriers.

DAL's liquidity position has been greatly improved not only by
stronger operating cash flow generation but also by the
arrangement of $2.5 billion in secured credit facilities, the
termination of the pilot defined benefit pension plan and reduced
debt maturities through the end of the decade.  With approximately
$4.2 billion of cash and available revolver capacity at June 30,
DAL is clearly in a better position to weather event-driven shocks
and swings in operating performance that frequently undermine U.S.
airline cash flow.

DAL's post-reorganization capital structure has been streamlined
as a result of pre-petition debt and lease rejection in Chapter
11.  Recovery expectations for the first-lien revolver and term
loan are superior to those of the second lien term loan. Recovery
expectations for first-lien lenders are excellent, reflecting a
deep collateral pool consisting of aircraft, engines, spare parts
and other assets, as well as a tight covenant package protecting
lenders via fixed charge coverage, minimum liquidity and
collateral coverage tests.  Taking into account the credit
facilities, aircraft-backed EETC obligations and private mortgage
agreements, DAL has virtually no unencumbered assets remaining to
support additional borrowing in the future.  However, secured
financing for firm aircraft deliveries (including Boeing 777-200s,
Boeing 737 NGs and CRJ-900 regional jets) is likely to be readily
available.

DAL's 19-month reorganization under Chapter 11 protection allowed
the carrier to tackle the key issues that brought on the liquidity
crisis in 2005.  DAL had an operating cost structure that was
unsustainable in light of the sharp reduction in industry fares
and unit revenue that occurred after 2001.  Notably, pilot costs
were the highest among U.S. legacy carriers prior to the filing
and the massively under-funded pilot defined benefit pension plan
was placing increasing pressure on the airline to direct cash away
from operating activities.  Moreover, Delta's fundamental network
problem (over-sized aircraft serving highly competitive north-
south markets in the East) had to be addressed in order to drive
RASM closer to the industry average.

The reorganization in bankruptcy gave DAL the tools to address its
largest cost problem by establishing competitive labor contracts
to push wages and benefit levels down to the low end of the legacy
carrier group.  The pilot DB plan was terminated and turned over
to the PBGC, which received stock in the reorganized DAL as part
of the settlement.  In addition, DAL's fleet was right-sized
through the rejection of aircraft, reducing the size of the
airline's fleet and forcing out older, less fuel-efficient
aircraft and allowing a redeployment of capacity to more
attractive international routes.

Fuel and RASM trends will be decisive in determining whether or
not DAL can meet the goals outlined in its post-exit business
plan. Since March, industry RASM trends have softened in response
to slower U.S. economic growth, demand elasticity in a higher-fare
environment and modest industry capacity growth (3%-4%).  To the
extent that DAL has already responded to the domestic revenue
challenge by moving capacity overseas, it will feel less pressure
this summer as domestic yields and RASM grow more sluggishly or
even decline.  However, base case assumptions of low single digit
RASM growth in 2008 may prove unrealistic if demand cools further
in a soft U.S. economic scenario.  With respect to fuel, crude
prices in the $70-75 per barrel range and current jet fuel prices
above $2.20 per gallon are somewhat higher than DAL's
reorganization plan assumptions.  With only modest fuel hedging in
place for the remainder of 2007 and 2008, a major run-up in energy
prices could absorb much of the free cash flow projected in the
post-exit financial turnaround plan, which would slow progress
toward further balance sheet repair.


DURA AUTOMOTIVE:  Files Plan Term Sheet and Backstop Agreement
-------------------------------------------------------------
DURA Automotive Systems, Inc., Friday, filed with the U.S.
Bankruptcy Court for the District of Delaware a plan of
reorganization term sheet and backstop purchase agreement for an
equity rights offering.  The rights offering will provide capital
to help fund the company's exit from Chapter 11 by year-end 2007.

Three of DURA's senior noteholders - Pacificor, LLC, Bennett
Management Corporation, and Wilfrid Aubrey LLC - have agreed to
underwrite the rights offering DURA has contemplated as part of
its Chapter 11 reorganization.  The rights offering provides the
right for DURA's senior noteholders to purchase shares in a
reorganized DURA.  DURA's plan term sheet calls for the sale of
39.4 percent to 42.6 percent of new common stock in the
reorganized company.

"This agreement provides financing for the company's emergence
from bankruptcy later this year and demonstrates confidence from
our financial partners in DURA's future sustainability," said
Larry Denton, DURA Automotive's chairman and chief executive
officer.  "We look forward to building on this positive momentum
as we continue on our path towards emergence."

The backstop agreement guarantees that DURA will generate between
$140 million to $160 million from the rights offering.

The term sheet also contemplates among other elements of the
reorganization:

    * additional financing through an exit credit facility;

    * payment of all DIP claims, administrative expenses and
      certain priority claims;

    * payment in full of second-lien claims; and

    * conversion of all senior notes and general unsecured claims
      into new common stock in a reorganized DURA.

                    About DURA Automotive

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(OTC: DRRAQ) -- 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.


EARTH BIOFUELS: Five Creditors File Involuntary Chapter 7 in Del.
-----------------------------------------------------------------
Five creditors, last July 11, 2007, filed an involuntary chapter 7
petition against Earth Biofuels, Inc.  According to documents
filed with the U.S. Bankruptcy Court for the District of Delaware,
the creditors, with claims amounting to $33 million, are:

    * Castlerigg Master Investment Ltd.;
    * Evolution Master Fund Ltd., SPC;
    * Radcliffe SPC, Ltd.;
    * Cornell Capital Partners, LP; and
    * Portside Growth and Opportunity Fund.

The creditors contend that the claims are for debts under the
Senior Convertible Note issued by the company pursuant to the
Securities Purchase Agreement dated as of July 24, 2007, that are
past due.

                           Financials

As reported in the Troubled Company Reporter on June 18, 2007, the
company reported a net loss of $25,527,000 on total revenues of
$6,645,000 for the first quarter ended March 31, 2007, compared
with a net loss of $8,866,000 on total revenues of $8,617,000 for
the same period last year.  The decrease in total revenue is
primarily the result of decreased sales of biodiesel.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2007,
Malone & Bailey P.C., in Houston, Texas, expressed substantial
doubt about Earth Biofuels Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficit.

                       About Earth Biofuels

Headquartered in Dallas, Earth Biofuels Inc. (OTC BB: EBOF) --
http://www.earthbiofuels.com/-- engages in the production,
distribution, and sale of renewable fuels, with a focus on
biodiesel fuel, in the United States.  It produces pure biodiesel
fuel (B100) through the utilization of vegetable oils, such as soy
and canola oil as raw material.  The company distributes
petroleum/biodiesel blended fuel, such as B20 through wholesale
distributors, truck stops, and fueling stations.  Earth Biofuels
also produces and markets liquefied natural gas.


EARTH BIOFUELS: Involuntary Chapter 7 Case Summary
--------------------------------------------------
Alleged Debtor: Earth Biofuels, Inc.
                3001 Knox Street, Suite 403
                Dallas, TX 75205

Case Number: 07-10928

Type of Business: The Debtor engages in the production,
                  distribution, and sale of renewable fuels, with
                  a focus on biodiesel fuel, in the United States.  
                  The company produces pure biodiesel fuel (B100)
                  through the utilization of vegetable oils, such
                  as soy and canola oil as raw material.  The
                  company distributes petroleum/biodiesel blended
                  fuel, such as B20 through wholesale
                  distributors, truck stops, and fueling stations.  
                  Earth Biofuels also produces and markets
                  liquefied natural gas.  See
                  http://www.earthbiofuels.com/

Involuntary Petition Date: July 11, 2007

Court: District of Delaware

Judge: Christopher S. Sontchi

Petitioners' Counsel: Adam G. Landis, Esq.
                      Kerri K. Mumford, Esq.
                      Landis Rath & Cobb LLP
                      919 Market Street, Suite 600
                      Wilmington, DE 19801
                      Tel: (302) 467-4400
                      Fax: (302) 467-4450
         
   Petitioners                   Nature of Claim      Claim Amount
   -----------                   ---------------      ------------
Castlerigg Master Investment     Past due debt due     $11,500,000
Ltd.                             under the Senior
c/o Sandell Asset Management     Convertible Note
40 West 57th Street              issued by Earth
26th Floor                       Biofuels pursuant
New York, NY 10019               to the Securities
                                 Purchase Agreement
                                 dated as of July 24,
                                 2006, by and among
                                 the Debtor and
                                 Castlerigg

Evolution Master Fund Ltd. SPC   Past due debt due     $11,500,000
on behalf of the Segregated      under the Senior
Portfolio M                      Convertible Note
walker House, Mary Street        issued by Earth
P.O. Box 908 GT                  Biofuels pursuant
Georgetown, Cayman Island        to the Securities
                                 Purchase Agreement
                                 dated as of July 24,
                                 2006, by and among
                                 the Debtor and
                                 Evolution Master


Radcliffe SPC, Ltd., for and     Past due debt due      $5,000,000
on behalf of the Class A         under the Senior
Convertible Crossover            Convertible Note
Segregated Portfolio             issued by Earth
3 Bala Plaza - East              Biofuels pursuant
Suite 501                        to the Securities
Bala Cynwyd, PA 19004            Purchase Agreement
                                 dated as of July 24,
                                 2006, by and among
                                 the Debtor and
                                 Radcliffe

Cornell Capital Partners, LP     Past due debt due      $3,000,000
101 Hudson Street, Suite 3700    under the Senior
Jersey City, NJ 07303            Convertible Note
                                 issued by Earth
                                 Biofuels pursuant
                                 to the Securities
                                 Purchase Agreement
                                 dated as of July 24,
                                 2006, by and among
                                 the Debtor and
                                 Cornell Capital

Portside Growth and Opportunity  Past due debt due      $2,000,000
Fund                             under the Senior
c/o Ramius Capital Group, LLC    Convertible Note
666 Third Avenue                 issued by Earth
26th Floor                       Biofuels pursuant
New York, NY 10017               to the Securities
                                 Purchase Agreement
                                 dated as of July 24,
                                 2006, by and among
                                 the Debtor and
                                 Portside


EAST 44TH REALTY: Files Chapter 11 Plan of Reorganization in NY
---------------------------------------------------------------
East 44th Realty LLC filed with the United States Bankruptcy Court
for the Southern District of New York its Chapter 11 Plan of
Reorganization and a Disclosure Statement explaining that plan.

                        Treatment of Claims

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

New York Community Bank's Claim, totaling $12.6 million, will be
paid in full on the effective date.  In addition, New York
Community has the option to modify its note and mortgage to
provide that the Debtor will not only pay regular principal and
interest provided for in the loan documents.

Holders of Priority Claims will also be paid in full in cash plus
interest at the applicable legal rate on the effective date.

On the effective date, General Unsecured Claims will be paid in
full in cash plus 9% interest.

Equity Holders will to continue to own their equity interests.

                     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 Aug. 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.


EMMIS COMMS: Net Income Down to $311,000 in Quarter Ended May 31
----------------------------------------------------------------
Emmis Communications Corporation had net revenue of $87.3 million
for the first fiscal quarter ended May 31, 2007, compared to
$89.8 million for the same quarter of the prior year, a decrease
of 3%.  The decrease related primarily to revenue declines at
Emmis' New  York and Los Angeles radio stations.

The company generated net income of $311,000 for the first quarter
2008, compared with a net income of $8.7 million for the same
quarter a year ago.  The decrease in net income in the three-month
period ended May 31, 2007, is principally attributable to lower
income from discontinued operations.

"Our results were in line with guidance for the quarter," Emmis
chairman and chief executive officer Jeff Smulyan said.  "As
expected, weakness in our radio division persisted, and we will
continue to face challenges as we look for the changes we've
implemented in our largest markets to gain momentum."

For the first quarter, radio net revenues decreased 5.5%, while
publishing net revenues increased 6%.

For the first quarter, operating income was $12.1 million,
compared to $16.1 million for the same quarter of the prior year.
Emmis' station operating income for the first quarter was
$23.1 million, compared to $27.3 million for the same quarter of
the prior year.

International radio net revenues for the quarter ended May 31,
2007, were $8.2 million, up 28% compared to the same quarter of
the prior year. International radio station operating expenses
were $5.4 million, up 23 percent.

                         Sale of Assets

During the quarter, the Company completed its sale of KMTV-TV in
Omaha to Journal Communications and received $10 million in cash.
KMTV-TV had been operated by Journal Communications under a local
programming and marketing agreement since Dec. 5, 2005.

Subsequent to the quarter end, Emmis completed its sale of KGMB-TV
in Honolulu to HITV Operating Co., Inc., a wholly-owned portfolio
company of MCG Capital Corporation, for $40 million in cash.  
Emmis used the proceeds to repay outstanding debt obligations.  In
connection with the sale, Emmis plans to record a gain on sale of
about $10.4 million, net of tax, in its quarter ended Aug. 31,
2007, which will be reflected in discontinued operations.

                  Liquidity and Capital Resources

At May 31, 2007, the company had cash and cash equivalents of
$13.9 million and net working capital of $54.5 million.  At
Feb. 28, 2007, it had cash and cash equivalents of $20.7 million
and net working capital of $60.5 million.  During the three months
ended May 31, 2007, working capital decreased $6 million as the
company utilized most of its available domestic cash to repay
amounts outstanding under its credit facility.  The company repaid
$18 million of senior credit facility debt during the three months
ended May 31, 2007.  At July 2, 2007, the company had
$134.5 million available under our credit facility, which is net
of $2.5 million in outstanding letters of credit.

As required by the terms of its senior credit facility, in March
2007, the company entered into a three-year interest rate exchange
agreement, whereby the company pays a fixed rate of 4.795% on
$165 million of notional principal to a syndicate of banks, and
the banks pay to the company a variable rate on the same amount of
notional principal based on the three-month LIBOR.  The
counterparties to this agreement are international financial
institutions.

The company's balance sheet as of May 31, 2007, showed total
assets of about $1.2 billion, total liabilities of $765.9 million,
series A cumulative convertible preferred stock of $143.7 million,
and total stockholders' equity of $266.3 million.

A copy of the company's first quarter report is available for free
at http://ResearchArchives.com/t/s?2189

                     Second Quarter Guidance

The company expects its radio net revenues for the quarter ending
Aug. 31, 2007, to decrease from the prior year in the mid- to high
single digit range on a percentage basis.  The company expects its
radio station operating expenses for the quarter ending Aug. 31,
2007, to increase from the prior year in the mid- to high single
digit range on a percentage basis.  International radio operations
continue to perform well, offsetting to some degree continued
weakness in domestic radio operations.

                    About Emmis Communications

Based in Indianapolis, Indiana, Emmis Communications Corporation
(NASDAQ: EMMS) -- http://www.emmis.com/-- is a diversified media   
firm with radio broadcasting, television broadcasting and magazine
publishing operations.   Emmis owns 21 FM and 2 AM domestic radio
stations serving New York, Los Angeles and Chicago as well as St.
Louis, Austin, Indianapolis and Terre Haute, Ind.  In addition,
Emmis owns a radio network, international radio interests, two
television stations, regiona l and specialty magazines, an
interactive business and ancillary businesses in broadcast sales.

                          *     *     *

Emmis Communications Corporation's series A cumulative convertible
preferred debt carries Moody's Investors Service B2, LGD6 rating,
suggesting creditors will experience a 99% loss in the event of
defaults.  Emmis Communications also carries Moody's Ba3 PDR
rating.


EXTERRAN HOLDINGS: S&P Assigns Corporate Credit Rating at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Exterran Holdings Inc.  At the same time,
Standard & Poor's assigned its 'BB+' rating, one notch above the
corporate credit rating, and '2' recovery rating, indicating an
expectation of substantial (70%-90%) recovery in the event of
payment default, to Exterran's $1.65 billion credit facilities.  
The 4.75% convertible notes due 2008 and 2014 that are under
Hanover Compressor Co. will be rated 'B+', two notches below the
corporate credit rating, and removed from CreditWatch with
positive implications, and will become Exterran's obligations
following the closing of the merger.  The outlook is stable.
      
On Feb. 5, 2007, Universal Compression Holdings Inc. and Hanover
Compressor announced that they had entered into a definitive
agreement to merge in an all-stock transaction.  Following the
closing of the merger, the combined entity, Exterran, would be the
largest contract compression provider to the domestic market.
     
Pro forma for the transaction, the Houston, Texas-based oilfield
services company will have approximately $2.2 billion in debt
outstanding.  Debt outstanding at the Universal Compression
Partners L.P. level will be about $215 million.
      
"The ratings on Exterran reflect the company's participation in
the highly competitive, capital-intensive, natural gas compression
services industry; the cyclical nature of the fabrication and
production and processing segment; a leveraged financial profile;
integration challenges; and the master limited partnership
structure of its growing subsidiary UCLP," said Standard & Poor's
credit analyst Aniki Saha-Yannopoulos.  "Partially offsetting
these weaknesses are the relative stability of the contract
compression business, the company's large share position in the
domestic contract compression market, and favorable industry
fundamentals."
     
The stable outlook on Exterran is based on S&P's expectation that
management will keep consolidated debt to EBITDA in the 3x-3.5x
range and consolidated EBITDA interest coverage above 5x.  An
improvement in operating efficiencies could lead to a positive
outlook or an upgrade within the next year.  However, integration
problems, deterioration in operating margins or cash flow, or
increased leverage due to share repurchases or large debt-financed
acquisitions could result in a negative outlook or lowered
ratings.


FINISAR CORP: Receives Additional Nasdaq Delisting Notice
---------------------------------------------------------
Finisar Corporation had received an additional Staff Determination
notice from The Nasdaq Stock Market, stating that Finisar is not
in compliance with Nasdaq's Marketplace Rule 4310(c)(14) because
it did not timely file its annual report on Form 10-K for the
fiscal year ended April 30, 2007, and that its common stock is
subject to delisting from the Nasdaq Global Select Market.

Finisar had received similar Staff Determination notices for
failure to timely file its quarterly reports on Form 10-Q for the
quarters ended Oct. 29, 2006, and Jan. 28, 2007.

In response to the original Staff Determination notice, Finisar
requested a hearing before the Nasdaq Panel, which was held on
Feb. 15, 2007.  At the hearing, Finisar requested that its common
stock continue to be listed pending completion of the Audit
Committee's review of Finisar's stock option grant practices, the
preparation of restated financial statements, if required, and the
filing of the October 10-Q.  Finisar supplemented its request to
cover the delayed filing of the January 10-Q.

The Panel issued a decision on April 4, 2007, granting Finisar an
extension of time to June 11, 2007, to file its October 10-Q and
any required restatements of its financial statements and an
extension of time to July 3, 2007, to file its January 10-Q.

Finisar appealed the Panel's decision to the Nasdaq Listing and
Hearing Review Council and requested that the Listing Council stay
the Panel's decision, and any future Panel decisions to delist
Finisar's securities, pending appeal, and grant Finisar an
extension of time to come into compliance with its reporting
obligations until at least Aug. 31, 2007.

The Listing Council has called for review and stayed the April 4,
2007 decision of the Panel.  The Listing Council has requested
that Finisar make an additional submission for its consideration
by Aug. 10, 2007.  The Listing Council will then review the matter
on the basis of the written record.  Finisar intends to supplement
its previous submission to Nasdaq to include the Form 10-K in its
pending request for additional time to make required filings.  

There can be no assurance that the Listing Council will grant
Finisar's request for continued listing.  Pending a decision by
the Listing Council, Finisar's common stock will continue to be
traded on the Nasdaq Global Select Market.

                     About Finisar Corporation

Headquartered in Sunnyvale, California, Finisar Corporation
(NASDAQ: FNSR) -- http://www.finisar.com/-- is a technology  
leader for fiber optic components and subsystems and network test
and monitoring systems.  These products enable high-speed data
communications for networking and storage applications over
Gigabit Ethernet Local Area Networks, Fibre Channel Storage Area
Networks, and Metropolitan Area Networks using Fibre Chanel, IP,
SAS, SATA, and SONET/SDH protocols.

                      Notices of Default

On April 24, 2007, the company received three substantially
identical purported notices of default from U.S. Bank Trust
National Association, as trustee for the company's 2-1/2%
Convertible Senior Subordinated Notes due 2010; 2-1/2% Convertible
Subordinated Notes due 2010; and its 5-1/4% Convertible
Subordinated Notes due 2008.

The notices asserted that the company's failure to timely file its
Form 10-Q report for the quarter ended Jan. 28, 2007 with the SEC
to provide a copy to the Trustee constituted a default under each
of the three indentures between the company and the Trustee
governing the respective series of notes.  The notices each
indicated that, if the company does not cure the purported default
within 60 days, an "Event of Default" would occur under the
respective Indenture.

The company in January 2007, also received three similar purported
notices of default from the Trustee with respect to the Company's
failure to timely file its Form 10-Q report for the quarter ended
Oct. 29, 2006 with the SEC and to provide a copy to the Trustee.
On March 7, 2007, the company reported that the 60-day period to
cure the purported default with respect to the October 10-Q had
expired and that, as a result, the Trustee or holders of at least
25% in aggregate principal amount of one or more series of the
Notes may take the position that an Event of Default has occurred
under the Indentures and attempt to assert the contractual right
to declare all unpaid principal, and any accrued interest, on the
Notes of such series to be due and payable.


GENERAL MOTORS: Fitch Affirms Issuer Default Rating at B
--------------------------------------------------------
Fitch has affirmed General Motors' Issuer Default Rating at 'B'
and removed the company from Rating Watch Negative following the
ratification of the new UAW contract with Delphi.  The
ratification reduces the risk of any production disruption from a
Delphi work stoppage that could have resulted in rapid and
widespread production shutdowns at GM.  The amount and range of
financial support provided by GM, including absorption of health
care and pension liabilities, worker flowbacks, buyout packages,
ongoing wage subsidies and uncompetitive component prices from
Delphi will remain a financial burden for GM over the intermediate
term and slow its ability to reduce supplier costs.  GM's
extensive efforts and financial support to resolve the situation
will now allow GM and the UAW to focus on the issues of the
upcoming contract talks.

The Negative Outlook reflects the continuing pressure on GM's
operating profile from competitive and market factors, and the
difficulty that GM will have in reversing negative cash flows in
North America over the near term. Despite a string of successful
product introductions in the pickup and large SUV segments, GM's
price point has continued to trend up while the market has
continued to trend toward smaller vehicles.  Progress in GM's
smaller vehicles has been more limited, and GM maintains
production of a number of products that are experiencing steady
volume declines.  A number of these products are assembled in
plants that lack scale, adequate contribution margins, and
competitive cost structures.  Revenues at GM are expected to come
under increased pressure in the second half of 2007 and into 2008,
as higher gas prices and a weak housing market continue to affect
the large vehicle segments.  Healthy volumes of current product
offerings such as the Saturn Aura, Buick Enclave, GMC Acadia, as
well as the pending Chevrolet Malibu and Cadillac CTS, will be
challenged to offset volume declines in more dated products.  Over
the intermediate term, Fitch expects additional restructuring will
be required to further rationalize plant capacity, overlapping
products and brands, and structural costs, given the revenue
declines expected through 2008.

Despite savings realized from the hourly-worker buyout program and
the health care agreement with the UAW, GM's North American
operations have been challenged to regain profitability.  Given
the company's revenue and cost pressures through 2008,
efficiencies and other cost improvements of as much as $5 billion
may be needed to stem cash drains at the company's North American
operations.  As a result, any agreement on an independent health
care trust that would take over GM's UAW retiree health care
liabilities will be insufficient to return GM's North American
operations to positive cash flow.  The loss of significant EBITDA
from the sale of Allison Transmission, the costs associated with
the Delphi agreement, the potential reduction in investment income
following any health care deal and further restructuring costs
will continue to offset improvements from recent and ongoing
restructuring moves.  GM has made progress in reducing its fixed
cost structure, but a large portion of the savings to date has
come from non-cash expenses, with the cash benefits accruing only
over an extended timeframe.  Over the longer term, re-alignment of
the company's product portfolio, efficiencies from material
savings, and lower supply costs will be necessary to achieve
sustainable long-term operating margins.  From a product
perspective, the Detroit 3 appear well-positioned to maintain
their competitive position in the pickup market, and although it
is a shrinking segment, GM is expected to continue its strong
leadership position in the highly profitable large SUV segment.

The upcoming talks will be pivotal in determining GM's ability to
establish a competitive cost structure.  In addition to retiree
health care liabilities and health care for existing workers,
labor outsourcing is expected to be a key focus.  Efforts to
reduce job classifications and loosen work rules could lead to
greater opportunities to outsource non-production jobs to outside
labor.  With the extensive buyouts completed to date and
continuing attrition from an aged workforce, the opportunity to
outsource these functions through changes to work rules and job
classifications could lead to an effective multi-tiered wage
structure outside of UAW coverage, similar to what is occurring at
Delphi.  Success in this area could further ratchet down labor and
benefit costs over the long term.  Fitch views the potential for
UAW wage reductions for existing workers as unlikely, given the
relative parity of wages versus non-UAW transplants.

Liquidity at GM remains very strong, and will be further
supplemented by the pending sale of its highly profitable Allison
Transmission unit.  The substantial asset sales that have been
completed over the past several years have helped GM to finance
its restructuring program, but have also reduced earnings
capacity.  A strong cash cushion positions GM to seek a resolution
to its retiree health care liabilities, although the cost of any
settlement is highly uncertain.  A settlement could be viewed as
positive, by transferring the risks of health care cost inflation
to the UAW.  In the event that an agreement is reached, however,
GM's liquidity would likely be substantially diminished during a
period of restructuring and operating uncertainty and Fitch will
focus on the sufficiency of GM's liquidity and the funding of such
an agreement, if it materializes.  L/T VEBA of $14.6 billion could
reach as much as 50% of funding requirements.  Liquidity will also
benefit from the runoff of the lease portfolio retained following
the sale of a 51% interest in GMAC, and GM's credit position
continues to benefit from its holdings in GMAC.

In addition, Fitch affirms and removes these ratings from Watch
Negative:

GM

    -- Senior unsecured debt at 'B-/RR5'
    -- Senior Secured at 'BB/RR1'.

General Motors of Canada

    -- Senior unsecured at 'B-/RR5'.


GTT-STATS: Chapter 15 Petition Summary
--------------------------------------
Petitioner: Demers Beaulne Inc.

Debtor: G.T.T.-Stats International Inc.
        384 Rue Saint-Jacques Bureau
        Montreal, Quebec
        Canada

Case No.: 07-11886

Type of Business: The Debtor operates in the transport industry
                  and specializes in logistics consulting, freight
                  bill payment and data management.

Chapter 15 Petition Date: July 11, 2007

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Petitioner's Counsel: William B. Schiller, Esq.
                      Schiller & Knapp LLP
                      950 New Loudon Road, Suite 310
                      Latham, NY 12110
                      Tel: (518) 786-9069

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


HEALTH CARE: S&P Revises Outlook to Positive from Stable
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Health
Care REIT Inc. to positive from stable.  At the same time, S&P
affirmed the 'BBB-' corporate credit and senior unsecured debt
ratings and the 'BB+' preferred stock rating.  The rating actions
affect $1.5 billion in senior unsecured notes and $275 million in
preferred stock.
      
"The outlook revision reflects our comfort level with HCN's larger
portfolio acquisitions, including the integration of the recent
$1 billion Windrose Medical Properties Trust acquisition, and a
demonstrated commitment to the company's historically thorough
underwriting practices," explained Standard & Poor's credit
analyst Tom Taillon.  "The ratings acknowledge a conservatively
financed investment strategy that supports a rapidly growing
portfolio of health care properties."
     
The increasingly diversified investment pool has grown to
$5 billion on an undepreciated basis from $3.1 billion at the end
of 2005.  "Throughout this growth period, cash flow coverage
measures have remained solid, and debt leverage has remained
within the company's stated target of no more than 45% of
undepreciated assets," Mr. Taillon commented.
     
The positive outlook reflects Standard & Poor's expectations that
the growing investment pool will provide a stronger cash flow
stream, and that continued diversification by property type will
lead to more reliable revenue throughout the market cycle.  If HCN
can continue to grow its portfolio with attractively priced
investments while maintaining its current financial risk profile,
a one-notch upgrade would be warranted. Standard & Poor's would
consider revising the outlook back to stable if growth in funds
from operations begins to slow or if coverage measures do not
fully rebound to their pre-Windrose-acquisition levels.


HOME EQUITY: Monthly Losses Cue S&P to Cut Ratings on Two Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
B-1 and B-2 from Home Equity Mortgage Loan Asset-Backed Trust
Series SPMD 2002-B and placed them on CreditWatch with negative
implications.  Furthermore, S&P placed its ratings on three
classes from two different Home Equity Mortgage Loan Asset-Backed
Trust transactions on CreditWatch negative.  In addition, the
ratings on six classes from five different Home Equity Mortgage
Loan Asset-Backed Trust deals remain on CreditWatch negative.  
Lastly, S&P affirmed its ratings on the remaining classes from
various Home Equity Mortgage Loan Asset-Backed Trust deals.
     
The lowered ratings and CreditWatch placements on the B-1 and B-2
classes from series SPMD 2002-B reflect:

     -- Monthly net losses that have exceeded monthly excess
        interest cash flow (by an average factor of 2.09x for the
        past six months);

     -- Overcollateralization levels that are 58% below target O/C
        levels;

     -- Loss projections that indicate that current performance
        trends may further compromise credit support for these
        classes; and

     -- Severe delinquencies (90-plus days, foreclosures, and
        REOs) that total 17.12%.

The ratings placed on or remaining on CreditWatch with negative
implications reflect high percentages of serious delinquencies in
the mortgage pools relative to their respective credit support.
     
Standard & Poor's will continue to closely monitor the performance
of the transactions with ratings on CreditWatch.  If monthly net
losses or loan amounts in the 90-plus-day delinquency categories
subside and realized losses do not significantly increase, S&P
will affirm the ratings and remove them from CreditWatch.  
Conversely, if realized losses continue to stress O/C or
subordination, S&P will take additional negative rating actions on
these classes.

The affirmations reflect credit support levels that are sufficient
to maintain the current ratings.
     
The collateral for these transactions consists of either fixed- or
adjustable-rate home equity first- and second-lien loans secured
primarily by one- to four-family residential properties.
   

       Ratings Lowered and Placed on Creditwatch Negative
   
          Home Equity Mortgage Loan Asset-Backed Trust
                      (IndyMac ABS Inc.)

                                       Rating
                                       ------
         Series        Class   To                 From
         ------        -----   --                 ----
         SPMD 2002-B   B-1     BB/Watch Neg       BBB
         SPMD 2002-B   B-2     B/Watch Neg        BBB-
   

             Ratings Placed on Creditwatch Negative
   
          Home Equity Mortgage Loan Asset-Backed Trust
                      (IndyMac ABS Inc.)

                                       Rating
                                       ------
        Series        Class   To                   From
        ------        -----   --                   ----
        SPMD 2003-A    MV-5   BBB+/Watch Neg       BBB+
        SPMD 2003-A    BV     BBB/Watch Neg        BBB
        SPMD 2004-A    M-7    BBB-/Watch Neg       BBB-


           Ratings Remaining on Creditwatch Negative
   
         Home Equity Mortgage Loan Asset-Backed Trust
                     (IndyMac ABS Inc.)

            Series        Class           Rating
            ------        -----           ------
            SPMD 2000-A   MF-2            BBB/Watch Neg
            SPMD 2001-A   MF-1            A-/Watch Neg
            SPMD 2001-A   MV-2            A/Watch Neg
            SPMD 2001-B   MF-2            A/Watch Neg
            SPMD 2001-C   B               BB/Watch Neg
            SPMD 2002-A   B               BB/Watch Neg
             

                         Ratings Affirmed
   
            Home Equity Mortgage Loan Asset-Backed Trust
                        (IndyMac ABS Inc.)

         Series        Class                           Rating
         ------        -----                           ------
         SPMD 2000-A   AF-3, AV-1                      AAA
         SPMD 2000-A   MF-1, MV-1                      AA+
         SPMD 2000-A   MV-2                            A
         SPMD 2000-A   BV                              BBB
         SPMD 2000-B   AF-1                            AAA
         SPMD 2000-B   MV-1                            AA+
         SPMD 2000-B   MF-1                            AA
         SPMD 2000-B   MV-2                            A
         SPMD 2000-B   BV                              CCC
         SPMD 2001-A   AF-5, AF-6, AV                  AAA
         SPMD 2001-A   MV-1                            AA
         SPMD 2001-B   MF-1                            AA+
         SPMD 2001-C   AF-A, AF-B4                     AAA
         SPMD 2001-C   M-1                             AA
         SPMD 2001-C   M-2                             A
         SPMD 2002-A   AF-4                            AAA
         SPMD 2002-A   M-1                             AA+
         SPMD 2002-A   M-2                             A
         SPMD 2002-B   AF                              AAA
         SPMD 2002-B   M-1                             AA
         SPMD 2002-B   M-2                             A
         SPMD 2003-A   AF-4, AF-5, AV-2                AAA
         SPMD 2003-A   MF-1, MV-1                      AA
         SPMD 2003-A   MV-2                            A+
         SPMD 2003-A   MF-2, MV-3                      A
         SPMD 2003-A   MV-4                            A-
         SPMD 2003-A   BF                              BBB
         SPMD 2004-A   M-1                             AA
         SPMD 2004-A   M-2                             A
         SPMD 2004-A   M-3                             A-
         SPMD 2004-A   M-4                             BBB+
         SPMD 2004-A   M-5                             BBB
         SPMD 2004-A   M-6                             BBB
         SPMD 2004-B   A-I, A-II-3                     AAA
         SPMD 2004-B   M-1                             AA+
         SPMD 2004-B   M-2, M-3, M-4, M-5              AA
         SPMD 2004-B   M-6                             AA-
         SPMD 2004-B   M-7                             A
         SPMD 2004-B   M-8                             A-
         SPMD 2004-B   M-9                             BBB+
         SPMD 2004-B   M-10                            BBB
         SPMD 2004-C   A-I-1, A-I-2, A-I-3             AAA
         SPMD 2004-C   A-II-3                          AAA
         SPMD 2004-C   M-1                             AA+
         SPMD 2004-C   M-2, M-3                        AA
         SPMD 2004-C   M-4, M-5                        A+
         SPMD 2004-C   M-6                             A
         SPMD 2004-C   M-7                             A-
         SPMD 2004-C   M-8                             BBB+
         SPMD 2004-C   M-9                             BBB
         SPMD 2004-C   M-10                            BBB-


HUMAN TOUCH: Moody's Holds Corporate Family Rating at Caa1
----------------------------------------------------------
Moody's Investors Service revised Human Touch's speculative grade
liquidity rating to SGL 3 from SGL 4 following stabilization of
the company's operating cash flow and higher cash balances.  At
the same time, Moody's affirmed all of the other ratings and the
outlook remains negative.

Kevin Cassidy, Vice President/Senior Credit Officer at Moody's
Investors Service, said that "the upgrade in the liquidity rating
reflects Moody's view that the company will have adequate
liquidity over the next 12 to 18 months, despite our continuing
concerns over the company's revised distribution approach with
wharehouse clubs and big box retailers."  

Cassidy further noted that "the company's cash balance as of
March 31, 2007 almost doubled in the past year and the company has
consistently generated positive, albeit modest, operating cash
flow the last two years."

"The negative outlook reflects our continuing concerns over the
company's revised distribution approach amid increasing
uncertainty about consumer spending, resulting in contracting
operating margins." said Cassidy.  He further noted that "the
company's decision to abandon its direct to consumer sales
approach is an example of the uncertainty the company faces as it
expands its distribution network."

This rating was upgraded:

-- Speculative grade liquidity rating to SGL 3 from SGL 4;

These ratings/assessment were affirmed:

-- Corporate family rating at Caa1;
-- Probability of default rating at Caa1;
-- Senior unsecured notes rating at Caa2 (LGD 4, 63%);

Human Touch LLC, located in Long Beach, CA, is a producer and
marketer of robotic massage chairs, zero-gravity chairs and
massage products.  Sales for the LTM ended March 31, 2007 about
$110 million.


HYLAND SOFTWARE: S&P Puts Corporate Credit Rating at B
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Westlake, Ohio-based Hyland Software Inc., a
provider of enterprise content management software solutions.  The
outlook is positive.
      
"At the same time, we assigned our 'BB-' bank loan rating and '1'
recovery rating to the company's proposed $100 million, first-
priority senior secured bank facility, which will consist of a
$80 million term loan due 2013 and a $20 million revolving credit
facility due 2012, indicating that lenders can expect very high
(90%-100%) recovery in the event of payment default," said
Standard & Poor's credit analyst David Tsui.

S&P assigned its 'CCC+' bank loan rating, with a recovery rating
of '6' to the proposed $30 million, second-priority term loan due
2014, indicating that lenders can expect a negligible (0%-10%)
recovery in the event of a payment default.  All ratings are based
on preliminary offering statements and are subject to review upon
final documentation.
      
Proceeds from the first- and second-lien term loans, totaling
$110 million, along with $151 million of equity from sponsors and
management and $5 million of cash on hand, will be used to fund
the purchase of Hyland.  Hyland provides ECM software solutions
that enable organizations to manage, control, and share
unstructured content.  The company derives revenues from sale of
software licenses and by providing maintenance and professional
services.    
     
The ratings on Hyland reflect the company's focus on a fragmented
and competitive ECM market, the presence of larger players with
better financial resources, and high leverage.  These factors are
partly offset by its predictable and recurring revenue stream
stemming from high renewal rates and favorable business segment
growth.


INDYMAC HOME: Moody's Junks Class MV-2 Certificates' Rating
-----------------------------------------------------------
Moody's Investors Service downgraded two certificates from an
IndyMac trust issued in 2000 and one certificate from an IndyMac
trust issued in 2001.

Collateral in the 2000 deal represents first lien, adjustable rate
subprime mortgages.  The 2001 deal is backed by first lien, Alt-A
mortgages.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Downgrade:

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
Series SPMD 2000-C

-- Class MV-1, downgraded to Baa3 from A3;
-- Class MV-2, downgraded to Caa2 from B2.

Issuer: IndyMac ARM Trust Mortgage Pass-Through Certificates,
Series 2001-H1

-- Class B-2, downgraded to Ba1 from Baa1.


INTEGRA TELECOM: Moody's Puts Corporate Family Rating at B3
-----------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating, a
B3 probability of default rating and a Caa2 rating for the
proposed Senior unsecured PIK loan at Integra Telecom, Inc.

In addition, Moody's assigned a B1 rating for the proposed
$765 million 1st lien senior secured credit facilities and Caa1
rating for the proposed $270 million 2nd lien term loan at Integra
Telecom Holdings, Inc.  The outlook is stable.  The bank
facilities will be used to fund the acquisition of Eschelon
Telecom, Inc. and to refinance existing debt.  The acquisition
will create the largest competitive local exchange carrier in the
Midwest and Pacific Northwest USA.  

Upon the closing of the acquisition, Moody's will withdraw
Eschelon's ratings, once the Eschelon notes are either called by
Integra or put by the holders.

Moody's took these ratings action:

Issuer -- Integra Telecom, Inc.

-- Corporate Family Rating -- Assigned B3
-- Probability-of-default rating -- Assigned B3
-- Senior Unsecured $215 million PIK Loan, due 2014 - Assigned
    Caa2 (LGD6 - 92%)

Issuer -- Integra Telecom Holdings, Inc.

-- $50 million 1st Lien Secured RC, due 2012 -- Assigned B1 (LGD
    2 -- 28%)

-- $715 million 1st Lien Secured TL, due 2013 -- Assigned B1 (LGD
    2 -- 28%)

-- $270 million 2nd Lien Secured TL, due 2014 -- Assigned Caa1
    (LGD 5 -- 75%)

Outlook is Stable

The B3 corporate family rating reflects Integra's financial risk,
primarily high leverage, challenging competitive position as a
CLEC, and the complexity of integrating the Eschelon acquisition.
The ratings benefit from the company's emerging operating scale in
its service territories and the expected EBITDA growth driven by
merger synergies.

The company's leverage is expected to be about 8.4x TTM 1Q07
EBITDA at closing, and is high relative to the CLECs that Moody's
rates.  However, even without the debt attribution of the
preferred stock, the comparable leverage is still relatively high
at 7x.  Although the company currently generates free cash flow,
the forward free cash flow generation will be aided somewhat by
the PIK loan at the parent company.

Given the high leverage, the company's financial profile is at an
increased risk level.  Still, consistent with telecommunications
industry trends, Integra has reached the inflection point in its
operations where the existing customer base is covering the high
fixed costs, and the incremental revenue is accretive to EBITDA at
levels slightly below the company's 67% gross margin.

The combination of Integra and Eschelon is continuing the
consolidation trend in the telecommunications industry that is
gradually easing the overcapacity that was built up over the last
decade.  Moody's expects Integra to drive cost synergies by
eliminating redundant overhead and by optimizing the combined
transport and colocation facilities, and to drive revenue and cash
flow growth by expanding customer penetration in its existing
markets without significant additional capital.

Integra, headquartered in Portland, OR, is a CLEC providing
telecommunications services to small and medium-sized enterprises
and other communications companies.  Eschelon is a CLEC with
headquarters in Minneapolis, MN.  The combined company will serve
about 120,000 customers in the Western and Midwestern United
States with pro forma revenue of $647 million in LTM 1Q 2007.


INYX USA: Inyx CEO Jack Kachkar Okayed as DIP Lender
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Jack Kachkar, M.D., Inyx, Inc.'s chairman & CEO, as the debtor-in-
possession lender for Inyx's American subsidiaries Inyx USA, Ltd.
and Exaeris, Inc.

The Court approved Mr. Kachkar over the objections of Westernbank
Puerto Rico, a wholly owned subsidiary of W Holding Company, Inc.

The Debtors filed for bankruptcy as a measure of protection
against further potential damaging actions by Westernbank.

As a result of the court approval, Inyx's North American
businesses will continue to operate on a normal basis.

Dr. Kachkar also continues to provide the financing for the
operations of Inyx, Inc., which is not itself a party to the
Chapter 11 filings.

In addition to the Chapter 11 protection, on June 29, 2007, Inyx,
Inc. and Inyx USA, together with Dr. Kachkar and his wife, filed
suit against Westernbank in New York State Supreme Court,
asserting various causes of action seeking no less that $500
million in compensatory damages as well as punitive damages.  The
complaint charges, among other things, that Westernbank acted in
bad faith and in a commercially unreasonable manner by blocking
the flow of funds from Inyx's customers to the company, and
preventing the Inyx companies from paying their debts.  The
complaint asserts causes of action for breach of contract and
breach of the implied covenant of good faith and fair dealing,
promissory estoppel, wrongful dishonor of checks, wrongful
impairment of collateral, tortious interference or impairment with
prospective business relations, and third-party beneficiary of
contract and tortious interference with contracts and prospective
business relations.

                         About Westernbank

Westernbank Puerto Rico, a wholly owned subsidiary of W Holding
Company, Inc. (NYSE: WHI) -- http://www.wholding.com/-- is a  
financial holding company offering a full range of business and
consumer financial services, including banking, trust and
brokerage services.  Another subsidiary, Westernbank Insurance
Corp., is a general insurance agent placing property, casualty,
life and disability insurance.

                          About Inyx USA

Inyx USA, Ltd. -- http://www.inyxgroup.com/-- and Exaeris, Inc. -
- http://www.exaeris.com/-- are both North American operating  
subsidiaries of Inyx, Inc. (OTC: IYXI).  The company is a
specialty pharmaceutical company with niche drug-delivery
technologies and products for the treatment of respiratory,
allergy, dermatological, topical and cardiovascular conditions.

Exaeris, Inc. and Inyx USA, Ltd. filed for Chapter 11 protection
on July 2, 2007 (Bankr. D. Del. Case No. 07-10887 and 07-10888
respectively).  Anthony M. Saccullo, Esq., at Fox Rothschild, LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, Exaeris Inc.
listed estimated assets of less than $10,000 and estimated debts
of $1 million to $100 million, while Inyx USA listed estimated
assets and debts of $1 million to $100 million.


IRON AGE: Committee Retains McCarter & English as Local Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
granted permission to the Official Committee of Unsecured
Creditors of Iron Age Corporation and its debtor-affiliate, Iron
Age Canada Ltd., to retain Charles A. Dale, III at McCarter &
English LLP as their local counsel.

McCarter & English:

     a. attend meetings of the Committee;

     b. review financial information furnished by the Debtors to
        the Committee;

     c. confer with the Debtors' management and counsel;

     d. assist the Committee in performing its duties under the
        Bankruptcy Code;

     e. represent the Committee in matters pertaining to the
        Debtors' use of cash collateral and debtor-in-possession
        financing;

     f. identify and prosecute claims, adversary proceedings and
        causes of action which may properly be asserted by the
        Committee;

     g. assist the Committee in negotiating and structuring a
        plan of reorganization or liquidation for the Debtors;

     h. analyze any and all offers submitted to purchase some or
        all of the Debtors' assets;

     i. advise the Committee with respect to the Debtors' ongoing
        operations during the Chapter 11 case;

     j. examine proofs of claim to be filed in the case;

     k. appear before the Court and other courts and
        administrative agencies as is appropriate in connection
        with matters relating to the administration of the
        Debtors' estate; and

     l. file motions, applications and other pleadings before the
        Court in the Chapter 11 case, and objecting, assenting
        and responding to motions, applications and other
        pleadings filed by the Debtors and other parties-in-
        interest.

The Debtors will pay M&E according to these current standard
hourly rates:

     Designation                 Hourly Rate
     -----------                 -----------
     Partners                    $305 to $600
     Associates                  $150 to $345
     Paraprofessionals           $50 to $180

To the best of the Committee's knowledge, M&E does not hold or
represent any interest adverse to the Debtors' estates.

The firm can be reached at:

          Charles A. Dale, III, Esq.
          McCarter & English LLP
          265 Franklin Street
          Boston, MA 02110
          Phone: (617) 449-6500
          Fax: (617) 607-9200
          http://www.mccarter.com/

                          About Iron Age

Headquartered in Westborough, Mass., Iron Age Corporation --
http://www.ironageshoes.com/-- is a specialty distributor of work  
and safety footwear.  The company and its affiliate, Iron Age
Canada Ltd., filed for chapter 11 protection on Jan. 22, 2007
(Bankr. D. Mass. Case Nos. 07-40217 & 07-40219).  Christopher J.
Panos, Esq., and Kathleen Rahbany, Esq., at Craig and Macauley,
P.C., represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts between $1 million and $100 million.


IRON AGE: Pyramid Brokerage to Continue as Broker
-------------------------------------------------
Iron Age Corporation and its debtor-affiliate, Iron Age Canada
Ltd. obtained permission from the U.S. Bankruptcy Court for the
District of Massachusetts to extend the retention of Pyramid
Brokerage Company, Inc. as their broker for a real property
located at 240 North Avenue in Penn Yan, New York.

The exclusive authorization to sell/exchange the property expired
at midnight on June 1, 2007.  By the motion to employ Pyramid, the
Debtors seek entry of an order authorizing the Debtors to extend
the termination date of the agreement from midnight on June 1,
2007, until midnight on Sept. 30, 2007, and, if necessary, to
further extend the agreement without further order of this Court
upon consultation and consent of the Official Committee of
Unsecured Creditors appointed in the Debtors' cases.

During the initial term of the agreement, Pyramid has shown the
property to a number of interested parties.  As of the date of the
motion to retain Pyramid, no agreement to purchase the property
has been executed.

The Debtors' agreement with Pyramid terminated at midnight on
June 1, 2007.  The Debtors and Pyramid wish to have Pyramid
continue to act as the broker for the sale of the property.  The
Debtors' relates to the Court that Pyramid's professional services
are necessary to consummate the disposition plan as it relates to
the property.

Documents submitted to the Court do not disclose any information
relating to the compensation of Pyramid.

The firm can be reached at:

          Pyramid Brokerage Company, Inc.
          5786 Widewaters Parkway
          De Witt, NY 13214-1865
          http://www.pyramidbrokerage.com/

                          About Iron Age

Headquartered in Westborough, Mass., Iron Age Corporation --
http://www.ironageshoes.com/-- is a specialty distributor of work  
and safety footwear.  The company and its affiliate, Iron Age
Canada Ltd., filed for chapter 11 protection on Jan. 22, 2007
(Bankr. D. Mass. Case Nos. 07-40217 & 07-40219).  Christopher J.
Panos, Esq., and Kathleen Rahbany, Esq., at Craig and Macauley,
P.C., represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts between $1 million and $100 million.


JP MORGAN: Fitch Affirms B- Rating on $2.6 Mil. Class P Certs.
--------------------------------------------------------------
Fitch Ratings affirms J.P. Morgan Chase Commercial Mortgage
Securities 2004-C2 as:

    -- $62.7 million class A-1 at 'AAA';
    -- $100 million class A-2 at 'AAA';
    -- $431.4 million class A-3 at 'AAA';
    -- $263.8 million class A-1A at 'AAA';
    -- Interest Only (IO) class X at 'AAA';
    -- $24.6 million class B at 'AA';
    -- $10.4 million class C at 'AA-';
    -- $24.6 million class D at 'A';
    -- $9.1 million class E at 'A-';
    -- $11.6 million class F at 'BBB+';
    -- $7.8 million class G at 'BBB';
    -- $11.6 million class H at 'BBB-';
    -- $6.5 million class J at 'BB+';
    -- $5.2 million class K at 'BB';
    -- $2.6 million class L at 'BB-';
    -- $3.9 million class M at 'B+';
    -- $2.6 million class N at 'B';
    -- $2.6 million class P at 'B-';
    -- $5.7 million class RP-1 at 'A';
    -- $4.4 million class RP-2 at 'A-';
    -- $4.7 million class RP-3 at 'BBB+';
    -- $5.1 million class RP-4 at 'BBB';
    -- $7.7 million class RP-5 at 'BBB-'.

Fitch does not rate the $13.7 million class NR.  The RP
certificates represent an interest in a subordinate note secured
by the Republic Plaza property.

The affirmations are due to stable performance and credit
enhancement levels since issuance.  As of the June 2007
distribution date, the pool's aggregate principal balance had
decreased by 3.9% to $1.02 billion from $1.06 billion at issuance.  
Five loans are fully defeased (4.8%) and one loan is partially
defeased (0.4%).  There are currently no delinquent or specially
serviced loans.

Fitch maintains investment-grade credit assessments on two loans
in the trust: Somerset Collection (12.3%) and Republic Plaza
(10.3%).  The Fitch stressed is calculated based on a Fitch
adjusted net cash flow and a stressed debt service based on the
current loan balance and a hypothetical mortgage constant.

The Somerset Collection loan is secured by 755,804 square feet of
a 1.4 million sf regional mall located in Troy, MI.  The mall has
experienced stable performance since issuance.  Occupancy as of
year end 2006 was 97.9% compared to 97.6% at issuance.  Fitch's
stressed YE 2006 DSCR remains stable at 1.48x compared to 1.45x at
issuance.

The collateral for the Republic Plaza loan is a 1.3 sf office
building located in Denver, CO.  The whole loan consists of two A-
note pieces, one of which is the $107 million trust balance and
the other is comprised of $28 million in non-pooled RP
certificates, in addition to a $35 million B-note, which is not
held in the trust.  The property's performance has improved since
issuance.  The Fitch stressed YE 2006 DSCR for the pooled A-note
portion increased to 2.08x compared to 1.76x at issuance.  
Occupancy at the property has improved and stabilized, reaching
95.7% at YE 2006 compared to 79.9% at issuance.


KB HOME: Board Declares Quarterly Dividends of $0.25 Per Share
--------------------------------------------------------------
The board of directors of KB Home declared a quarterly cash
dividend of twenty-five cents, or $.25 per share on the company's
common stock.  

The cash dividend is payable on Aug. 23, 2007, to shareholders of
record on Aug. 9, 2007.

                          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.


KIRKBRIDE REALTY: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Kirkbride Realty Corp.
                111 North 49th Street
                Philadelphia, PA 19139

Case Number: 07-13911

Involuntary Petition Date: July 9, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Petitioners' Counsel: Walter Weir, Jr., Esq.
                      Weir and Partners LLP
                      The Widener Building
                      1339 Chestnut Street, Suite 500
                      Philadelphia, PA 19107
                      Tel: (215) 665-8181
         
   Petitioners                       Claim Amount
   -----------                       ------------
Doylestown Corporation                    $15,022
3379 Elliston Circle
Philadelphia, PA 19135

Code Elevator Company, Inc.               $14,815
109 E. Moreland Avenue
Hatboro, PA 19040

Snyder Company, Inc.                      $12,742
8244 West Chester Pike
Upper Darby, PA 19082


LAKESIDE PROPERTIES: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lakeside Properties, L.L.C.
        dba The Rocket
        926 Lakeside Avenue South
        Seattle, WA 98144

Bankruptcy Case No.: 07-13194

Type of business: The Debtor owns and operates a 320 square-foot
                  drive-thru restaurant.

Chapter 11 Petition Date: July 12, 2007

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

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

Total Assets: $4,125,200

Total Debts:  $1,428,482

Debtor's 19 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Carson Lakeside, Inc.       business loan             $652,000
c/o Paula Carson
926 Lakeside Avenue S
Seattle, WA 98144

Groff Murphy                attorney fees              $31,292
Trachtenberg & Everard
300 East Pine
Seattle, WA 98122

Jeffrey B. Wells            professional                $9,620
500 Union Street,           services
Suite 927
Seattle, WA 98101

Bank of America             credit card                 $7,075

Magnolia Hi Fi              business debt               $5,672

R.B. White Electric         professional                $4,257
                            services

Bank of America Platinum    credit card                 $4,002

Capitol One                 credit card                 $1,538

I.R.S. Special Procedures   debt owned to               $1,300
                            government
                            indentity

M.B.N.A.                    credit card                 $1,289

William Scottsmen           business debt                 $762

Auto Chlor                  business debt                 $750

Washington State            tax                           $762
Department of Revenue

Allied Waste                business debt                 $505

Quest                       business debt                 $311

Direct T.V.                 business debt                 $187

Royal Glass                 business debt                 $162

Rabanco                     business debt                 $147

Gaylord Securities          business debt                 $114


LIBERTY TAX: Remains Neutral to $70 per Unit Buy Offer
------------------------------------------------------
Liberty Tax Credit Plus L.P. responded to an unsolicited tender
offer by MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, SCM
Special Fund LLC, and MPF Senior Note Program I LP to purchase up
to 3,197.5 Beneficial Assignment Certificates representing
assignments of limited partnership interests in Liberty at a price
of $70 per unit.  The price of $70 per unit is less the amount of
any distributions declared or made with respect to the Units
between June 27, 2007, and Aug. 3, 2007, or such other date to
which the offer may be extended.

The purchasers are not affiliated with Liberty or its general
partners.  The purchasers filed a tender offer statement on
Schedule TO with the Securities and Exchange Commission on
June 27, 2007.

Following receipt of the terms of the offer, Liberty and its
general partners reviewed and considered the offer.  On July 12,
2007, Liberty and the general partners filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC as required under Section 14(d)(4) of the Securities Exchange
Act of 1934.  As disclosed in the Schedule 14D-9, Liberty and the
general partners are expressing no opinion and are remaining
neutral with respect to the offer.

Although the general partners are not making a recommendation with
respect to the offer, as set forth in the Schedule 14D-9, the
general partners believe that unit holders should carefully
consider these information in making their own decisions of
whether to accept or reject the offer:

   -- Liberty is in the process of disposing of its portfolio of
      investments in its local partnerships.  It is uncertain at
      this time how much money, if any, will be realized by
      Liberty and its unit holders from the liquidation of its
      investments.  Liberty has not prepared for itself or
      received from any third party any valuations of its
      investments.  Accordingly, it takes no position on whether
      or not the Offer and its purchase price are attractive or
      unattractive to Unit holders from an economic point of view.

   -- The Schedule TO does not identify all recent sales of, or
      agreements to sell, properties owned by Local Partnerships.
      In particular, the Schedule TO does not include the these
      recent transactions:

         -- On Sept. 28, 2006, Greenleaf Associates, L.P. entered
            into a purchase and sale agreement to sell the
            property and the related assets and liabilities to an
            unaffiliated third party purchaser for a sales price
            of $5,264,177 including the assumption of the mortgage
            debt.  The sales documents have been executed and the
            initial deposit funds are being held in escrow.  The
            closing is expected to occur in July 2007.

         -- On April 26, 2007, Liberty entered into an agreement
            to sell its limited partnership interest in West
            Kinney Associates L.P. to an affiliate of the Local
            General Partner for a sales price of $600,000 and the
            assumption of the outstanding mortgages and related
            accrued interest which amounted to about $4,548,000 on
            Dec. 31, 2006.  The sales documents have been executed
            and the initial deposit funds are being held in
            escrow.  The closing is expected to occur by the end
            of 2007.

         -- On May 11, 2007, the property and the related assets
            and liabilities of Charles Drew were sold to an
            unaffiliated third party purchaser for a sales price
            of $3,435,000.  Liberty received $2,765,000 as a
            distribution from this sale after the repayment of
            other liabilities, closing costs and distributions to
            minority interest of about $670,000.  The sale
            resulted in a gain of approximately $462,000,
            resulting from the write-off of the basis in the
            property at the date of the sale.

         -- In June 2007, Liberty entered into an agreement to
            sell its limited partnership interest in B & C Housing
            Associates L.P. to an unaffiliated third party
            purchaser for a sales price of $500,000 and the
            assumption of the outstanding mortgages and related
            accrued interest which amounted to about $7,397,000.
            The closing is expected to occur in May 2008.

         -- The offer raises certain questions about its potential
            impact on Liberty's tax status for federal income tax
            purposes.  Liberty is currently treated, and has since
            its inception been treated, as a partnership and a
            pass-through entity for federal income tax purposes -
            a tax status that is desirable and beneficial to
            Liberty and its investors.  That beneficial tax status
            might be lost, and Liberty might be taxed as a
            corporation, if it were deemed to be a "publicly
            traded partnership" within the meaning of the Internal
            Revenue Code and certain regulations promulgated
            by the Internal Revenue Service.  It is uncertain
            whether or not the offer, if consummated, might cause
            Liberty to be deemed a "publicly traded partnership."
            Accordingly, Liberty will only permit Units to be
            transferred pursuant to the Offer if the general
            partners determine, in their sole discretion, either
            that the cumulative total number of transfers in any
            tax year fall within the safe harbor or that the
            purchasers have provided sufficient assurances and
            protection to Liberty, its partners and Unit holders
            to allow the transfers even though the aggregate
            annual transfers of the units may exceed the two
            percent safe harbor limitation.  Such sufficient
            assurances and protection by the purchasers would
            include providing Liberty with (i) an opinion of
            counsel that the offer will not result in Liberty
            being deemed to be a "publicly traded partnership" for
            federal income tax purposes and (ii) an agreement to
            indemnify Liberty, the general partners and its unit
            holders for any loss or liability relating to any
            adverse tax consequences arising from the offer.  This
            legal opinion and indemnity must be in a form and
            content satisfactory to Liberty and its counsel.  
            Certain of the purchasers and their affiliates have
            Previously provided Liberty and its general partners
            with legal opinions and have entered into
            indemnification agreements in connection with prior
            tender offers for Liberty's units made by those
            persons.

   -- No transfers will be implemented unless and until they are
      approved by the General Partners in accordance with the
      provisions of the Partnership Agreement and Liberty's
      established practices and policies concerning the transfers
      of units.  Transferring unit holders and the offerors must
      complete Liberty's standard transfer documentation and the
      $50 per selling Unit holder transfer fee must be paid.
      Liberty does not accept powers of attorney.  Accordingly,
      the required transfer application must be originally signed
      by the transferring unit holder, with appropriate Medallion
      Signature Guarantees.

Each unit holder should consult with his, her or its own
investment, tax and legal advisors in deciding whether or not to
tender units in response to the offer.

                        About Liberty Tax

Liberty Tax Credit Plus L.P. (Other OTC: XXLTC.PK) is a limited
partnership that invests in other limited partnerships, each of
which owns one or more leveraged low- and moderate-income
multifamily residential complexes that are eligible for the low-
income housing tax credit enacted in the Tax Reform Act of 1986,
and to a lesser extent, in local partnerships owning properties
that are eligible for the historic rehabilitation tax credit.  
As of Dec. 15, 2006, the Partnership has disposed of 21 of its
31 original properties.

At Dec. 15, 2006, the company's balance sheet showed a
stockholders' deficit of $28,654,771, compared to a deficit of
$34,013,783 on March 15, 2006.


LIMITED BRANDS: Sales Up 3% for Five Weeks Ended July 7
-------------------------------------------------------
Limited Brands, Inc. reported comparable store sales for the five
weeks ended July 7, 2007, increased 3% compared to the five weeks
ended July 8, 2006.

The company reported net sales of $1.205 billion for the five
weeks ended July 7, 2007, compared to sales of $1.078 billion for
the five weeks ended July 1, 2006.

The company reported a comparable store sales increase of 3% for
the 22 weeks ended July 7, 2007.  Net sales increased 11% to
$4.290 billion compared to net sales of $3.874 billion last year.

Limited Brands (NYSE: LTD) through Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle
Co., Henri Bendel and Diva London, presently operates 3,140
specialty stores.

The company's products are also available online at --
http://www.VictoriasSecret.com//-- http://w.BathandBodyWorks.com/  
-- and -- http://www.LaSenza.com/--

                         *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands, Inc. with a stable outlook (senior
unsecured to Baa3 and the short term rating to Prime-3).  The
downgrade is based upon the company's intention to raise an
additional $1.25 billion in debt, which will cause two out of
three credit metrics cited in Moody's press release of
Nov. 15, 2006, to fall below a level that would prompt a
downgrade.  This rating action concludes the review for possible
downgrade that was initiated on June 22, 2007.

Moody's downgrades these ratings: Senior unsecured to Baa3 from
Baa2; Senior unsecured shelf at to (P) Baa3 from (P) Baa2;
Subordinated shelf at to (P) Ba1 from (P) Baa3; Preferred shelf at
to (P) Ba2 from (P) Ba1; Commercial paper to Prime-3 from Prime-2.


MBFI CO: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------
Debtor: M.B.F.I. Company
        320 Sears Road
        Winlock, WA 98596

Bankruptcy Case No.: 07-42185

Chapter 11 Petition Date: July 12, 2007

Court: Western District of Washington (Tacoma)

Debtor's Counsel: Richard S. Ross, Esq.
                  1610 Columbia Street
                  Vancouver, WA 98660
                  Tel: (360) 699-1400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Security State Bank         21822 Old Highway         $318,258
P.O. Box 1020               99, Centrailia,
Centralia, WA 98531         WA; value of
                            security:
                            $750,000; value of
                            senior lien:
                            $725,554
                            
                            charges                   $528,582

                            21822 Old Highway          $61,889
                            99, Centralia, WA;
                            value of
                            security:
                            $750,000; value of
                            senior lien:
                            $1,043,812


Thomas Bradley &            tax preparation             $6,000
Associates
P.O. Box 957
Chehalis, WA 98532

Bickler Survey                                            $885
P.O. Box 149
Chehalis, WA 98532


MEDIABAY INC: Plans to Wind Down Operations and Auction Assets
--------------------------------------------------------------
MediaBay Inc. intends to wind down its operations in an orderly
manner and seek to sell its assets at auction and distribute its
remaining cash to its creditors.  

The company disclosed that it has been unsuccessful in its attempt
to sell the company and has no viable alternative, except to cease
operations and liquidate its assets.

It is anticipated that this process will conclude by early
September 2007.

Headquartered in Cedar Knolls, New Jersey, MediaBay Inc. (OTC
Bulletin Board: MBAY.PK) -- http://www.mediabay.com/-- is a  
digital media and publishing company specializing in spoken word
audio entertainment.


METRO BUILDERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Metro Builders, Inc.
        15740 Kyles Court
        El Reno, OK 73036-1019

Bankruptcy Case No.: 07-12390

Type of Business: The Debtor is a retailer of home building
                  products.  See
                  http://www.metrobuilderssupply.com/

Chapter 11 Petition Date: July 11, 2007

Court: Western District of Oklahoma (Oklahoma City)

Debtor's Counsel: Gary L. Morrissey, Esq.
                  Consumer Legal Counseling Center, P.C.
                  1725 Linwood Boulevard
                  Oklahoma City, OK 73106
                  Tel: (405) 272-1500
                  Fax: (405) 272-3090

Total Assets: $5,474,521

Total Debts:  $4,208,380

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
GMAC                             Vehicle                   $40,000
P.O. Box 660208                                           Secured:
Dallas, TX 75266                                           $24,000

84 Lumber                        Open Account              $15,000
7401 South Sooner Road
Oklahoma City, OK 73135

Natural Wonders                  Open Account              $13,000
2713 East Highway 37
Tuttle, OK 73089

Mike Wise dba Style Tile         Open Account              $10,000

Dolese Brothers                  Open Account              $10,000

Floor Trader                     Open Account              $10,000

General Builders Supply          Open Account              $10,000

A&D Supply Co.                   Open Account              $10,000

Metro Builders Supply            Open Account               $7,500

North Fork Development           Open Account               $7,000

Advanced Comfort & Energy        Open Account               $4,500

Consolidated Builders Supply     Open Account               $4,500

Juan Velasquez                   Open Account               $2,500

Wilds Green Grass Sod            Open Account               $2,000

Caddo Electric                   Utility Bills              $1,000

O G & E                          Utility Bill               $1,000

OEC                              Utility Bills              $1,000

ONG                              Utility Bills              $1,000

Denton Law Firm                  Open Account                 $750

Carlos & Sharon Hampton          Small Claims Judgment        $500


MICHIGAN LECTROLS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Michigan Lectrols Corp.
        8246 Goldie
        Commerce Twp., MI 48390

Bankruptcy Case No.: 07-53510

Type of Business: The Debtor is a contract manufacturer of custom
                  cable assemblies and a wholesale distributor of
                  electronic components.

Chapter 11 Petition Date: July 12, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Kimberly Ross Clayson, Esq.
                  645 Griswold, Suite 3900
                  Detroit, MI 48226
                  Tel: (313) 237-0850

Total Assets: $245,422

Total Debts:  $1,045,479

Debtor's List of its 17 Largest Unsecured Creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
Kenneth and Patricia Wissner    Business Loan             $360,000
1524 Port Austin Road
Port Austin, MI 48467

Charter One Bank                All Asset Lien            $123,660
P.O. Box 9799                                             Secured:
Providence, RI 02940-9799                                 $219,342
                                                        Unsecured:
                                                          $123,659

Capital One                     SBA Business Loan          $90,112
P.O. Box 60024
City of
Industry, CA 91716-0024

Scott and Rachel Deming         Default Judgment           $73,500

Wells Fargo MasterCard          Credit Card Purchases      $35,342

Charter One Bank                All Asset Lien            $247,627
                                                          Secured:
                                                          $219,342
                                                        Unsecured:
                                                           $28,285

JP Morgan Chase c/o RMS         Credit Card Purchases      $23,646

Bank of America                 Credit Card Purchases      $20,343

American Express                Credit Card Purchases      $15,996

Citibank                        Credit Card Purchases       $9,908

Citicorp Visa                   Credit Card Purchases       $8,822

Bank of America                 Credit Card Purchases       $8,501

American Express                Credit Card Purchases       $7,388

Capital One                     Credit Card Purchases       $6,800

ASG                             Credit Card Purchases       $6,630

First Equity                    Credit Card Purchases       $6,412

Home Depot                      Credit Card Purchases         $791


MIRANT CORP: Subsidiary to Pay $11MM to Resolve Criminal Charges
----------------------------------------------------------------
Mirant Energy Trading LLC, a wholly owned subsidiary of Mirant
Corporation and successor to Mirant Americas Energy Marketing
L.P., has entered into an agreement with the U.S. Government
resolving an ongoing federal investigation into the submission of
knowingly inaccurate reports by former traders of MAEM, concerning
the commodities market for natural gas.

The Assistant Attorney General Alice S. Fisher of the Criminal
Division and U.S. Attorney Scott Schools of the Northern District
of California said that Mirant Energy will pay an $11 million
penalty to the U.S. Treasury under the terms of the deferred
prosecution agreement.

Mirant Energy Trading has accepted and acknowledged responsibility
for the actions of MAEM's former employees, and is required by the
agreement to cooperate fully with the government's investigation.
The Department of Justice has agreed not to file criminal charges
stemming from the investigation for a 15-month period due, in
part, to the bankruptcy reorganization of the company, the
company's cooperation and the payment of fines to the U.S.
government.  The Department of Justice can charge Mirant Energy
Trading with delivering knowingly inaccurate reports concerning
the commodities market for natural gas if Mirant Energy Trading
fails to comply fully with the terms of the agreement during that
15-month period.

According to a statement of facts that accompanied the agreement,
between February 2000 and December 2000, traders at MAEM's natural
gas trading desks submitted knowingly inaccurate trade data,
including fictitious trades, incorrect volumes and prices, and
incomplete trade reports to industry publications, for the purpose
of benefiting MAEM's natural gas trading positions.  Natural gas
traders use the published index prices to price and settle certain
physical and over-the-counter financial derivative natural gas
transactions.  Certain MAEM traders also attempted to conceal the
false nature of these submissions by providing misleading and
inaccurate information to industry publications in response to
requests to confirm reported trade information.  Mirant management
alerted government authorities after discovering the false
reporting.

Three former MAEM traders -- Christopher McDonald, Michael Whalen
and Paul Atha -- pleaded guilty in the Northern District of
California last year to conspiracy to violate the Commodity
Exchange Act.

"The Justice Department's efforts to combat corporate fraud are
focused on ensuring honesty and integrity in the marketplace, in
this case in the natural gas markets," said Assistant Attorney
General Fisher.  "This agreement properly recognizes the company's
comprehensive disclosure of violations and its written commitment
to deterring illegal conduct in the future.  I thank the criminal
and antitrust prosecutors who worked on this case, along with
agents of the FBI and representatives of the Commodity Futures
Trading Commission."

"The provision of false information by Mirant employees in the
natural gas trading markets gave an unfair and illegal advantage
to the company and disrupted the appropriate functioning of those
markets," said U.S. Attorney Schools.  "This deferred prosecution
agreement, with an $11 million fine and a mechanism for future
cooperation with authorities, promotes a culture of compliance
within the corporation and hopefully deters other corporations
from engaging in similar illegal conduct that disrupts essential
energy markets."

The Justice Department's investigation into the Mirant matter is
being conducted by the Fraud Section of the Criminal Division, the
U.S. Attorney's Office for the Northern District of California,
and the Federal Bureau of Investigation.  The investigation was
also supported by the Antitrust Division of the Department of
Justice and the Commodity Futures Trading Commission.

                        About Mirant Corp.

Based in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on
July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the
terms of a confirmed Second Amended Plan on Jan. 3, 2006.
Thomas E. Lauria, Esq., at White & Case LLP, represented the
Debtors in their successful restructuring.  When the Debtors
filed for protection from their creditors, they listed
US$20,574,000,000 in assets and US$11,401,000,000 in debts.  The
Debtors emerged from bankruptcy on Jan. 3, 2006.  Mirant NY-Gen
LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant New York
Inc., and Hudson Valley Gas Corporation, were not included and
have yet to submit their plans of reorganization.

                        *     *     *

The ratings of Mirant Corp. (Issuer Default Rating of 'B+') and
its subsidiaries remain on Fitch's Rating Watch Negative following
the company's announced plans to pursue alternative strategic
options including a possible purchase of Mirant by a third party.


MISTY HARBOR: Wants Chapter 11 Case Dismissed
---------------------------------------------
Misty Harbor LLC asks the United States Bankruptcy Court for the
District of Maryland to dismiss its chapter 11 bankruptcy
proceedings.

Robert K. McIntosh, Esq., at McIntosh & Schanno, P.A., states that
the Debtor's real estate has been sold at a foreclosure sale
leaving the Debtor with no further assets since Jan. 29, 2007.

The Debtor's managing member, Paul Palitti, said that the request
for dismissal is made in good faith and not for the purpose of
delay.

Headquartered in Ocean City, Maryland, Misty Harbor LLC, filed
for Chapter 11 protection on Jan. 29, 2007 (Bankr. MD Case No.:
07-10865).  Robert Keith McIntosh, Esq., at McIntosh and Schanno,
P.A., represent the Debtor 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 total assets of $59,111,000 and total debts of $24,008,441.


NELLSON NUTRACEUTICAL: Creditors' Panel Objects to Asset Sale
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of Nellson Nutraceutical Inc. and the U.S. Trustee
objected to a proposed sale of assets approved by the U.S.
Bankruptcy Court for the District of Delaware, Bill Rochelle of
Bloomberg News reports.

According to Bloomberg News, the Court had authorized Nellson
Nutraceuticals to sell its assets without having a buyer under
contract beforehand to establish a floor price for a July 18
auction.

The Court had set Friday, July 13, as the deadline for the
submission of bids by purchasers, and will convene a sale approval
hearing on July 19.

The sale, the Committee argues, is not advantageous to unsecured
creditors and will not assure a purchase price that will pay for
the cost of the Chapter 11 process.  Bloomberg News further
relates that the Committee also wants the Court to defer payment
of sale proceeds to secured creditors until further review.

The U.S. Trustee balks at the planned sale contending that
creditors will be confused on whether to support or oppose the
sale due to inadequate information, Bloomberg News adds.

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Kurt F. Gwynne, Esq.,
and Thomas J. Francella, Jr., Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  In its Schedules
of Assets and Liabilities, Nellson reported $312,334,898 in total
assets and $345,227,725 in total liabilities.


OUR LADY OF MERCY: Court Extends Exclusive Periods
--------------------------------------------------
The Honorable Robert E. Gerber of the United States Bankruptcy
Court for the Southern District of New York extended Our Lady of
Mercy Medical Center and its debtor-affiliates' exclusive periods
to:

     a. file a Chapter 11 plan until Sept. 30, 2007; and

     b. solicit acceptances of that plan until Nov. 30, 2007.

The Debtors tell the Court that they are currently resolving
certain disputes with its prepetition lenders and negotiating cash
collateral and debtor-in-possession financing.  In addition, the
Debtors said that it spent significant time relating to the sale
of substantially all of their assets.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, said that the
Debtors' request for extension will place the Debtors in a
position to analyze and negotiate a liquidating plan with their
creditors.

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The       
medical center is a member of the Montefiore Health System and
is a University affiliate of New York Medical College.  The
company and its debtor-affiliate, O.L.M. Parking Corporation,
sought chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut,
Segal & Segal LLP, and Burton S. Weston, Esq., at Garfunkel, Wild
& Travis, P.C., represent the Debtors in their restructuring
efforts.  The Garden City Group, Inc., is the Debtors' claims and
noticing agent.  Martin G. Bunin, Esq., Craig E. Freeman, Esq.,
and Catherine R. Fenoglio, Esq., at Alston & Bird LLP, represent
the Official Committee of Unsecured Creditors.  Daniel T.
McMurray, of Focus Management Group, is the Patient Care Ombudsman
and is represented by Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


OUR LADY OF MERCY: Panel Wants Donlin as Communication Agent
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Our Lady of Mercy
Medical Center and its debtor-affiliates' bankruptcy cases, asks
the United States Bankruptcy Court for the Southern District of
New York for permission to employ Donlin Recano & Company Inc., as
its communications agent.

As the Committee's communications agent, the firm will establish a
website to make certain non-confidential information available to
the general unsecured creditors.

In addition, the committee will establish an email address to
allow the unsecured creditors to send questions and comments in
connection with the Debtors' Chapter 11 cases.

The Committee did not disclose the firm's compensation rates.

Louis A. Recano, president 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.

Mr. Recano can be reached at:
    
     Louis A. Recano
     Donlin Recano & Company Inc.
     419 Park Avenue South
     New York, New York 10016
     Tel: (212) 481-1411
     Fax: (212) 481-1416
     http://www.donlinrecano.com/

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The       
medical center is a member of the Montefiore Health System and
is a University affiliate of New York Medical College.  The
company and its debtor-affiliate, O.L.M. Parking Corporation,
sought chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut,
Segal & Segal LLP, and Burton S. Weston, Esq., at Garfunkel, Wild
& Travis, P.C., represent the Debtors in their restructuring
efforts.  The Garden City Group, Inc., is the Debtors' claims and
noticing agent.  Martin G. Bunin, Esq., Craig E. Freeman, Esq.,
and Catherine R. Fenoglio, Esq., at Alston & Bird LLP, represent
the Official Committee of Unsecured Creditors.  Daniel T.
McMurray, of Focus Management Group, is the Patient Care Ombudsman
and is represented by Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


POINT THERAPEUTICS: Cuts Workforce from 33 to 8 Employees
---------------------------------------------------------
Point Therapeutics, Inc. disclosed that to conserve its remaining
cash balance, the company in June and July reduced its work force
from 33 employees to 8 employees.

The company estimates that the total charge for this work force
reduction is approximately $260,000.  In the near future, the
company also intends to further reduce its current workforce,
which consists primarily of executive, financial and legal
personnel, by eliminating most of the employment positions.

The company plans to replace its employees with a more variable
cost-effective consulting team to help the company as it seeks a
buyer or partner for its technology and related intellectual
property and other assets, in bankruptcy or otherwise.

In addition, the Company intends to move this month out of its
current company headquarters at 155 Federal Street in Boston,
Massachusetts substantially smaller, temporary suburban space.

For the three months ended March 31, 2007, the company reported
net loss of $5,279,041 on zero revenues.

At March 31, 2007, the company's balance showed total assets of
$11,129,356, total current liabilities of $3,835,010, and
stockholders' equity of $7,257,356.

Point Therapeutics, Inc. (NASDAQ: POTP) is a biopharmaceutical
company that develops a family of dipeptidyl peptidase inhibitors
for use in cancer and type 2 diabetes.


PRIMEDIA INC: Receives Required Consents for Indenture Amendments
-----------------------------------------------------------------
PRIMEDIA Inc. has received the requisite consents to adopt all of
the proposed amendments to the indentures related to its
outstanding Senior Floating Rate Notes due 2010, 8-7/8% Senior
Notes due 2011, and 8% Senior Notes due 2013, that have been the
subject of its consent solicitations and related cash tender
offers.

As of 5:00 p.m., New York City time, on July 12, 2007, the company
had received consents and tendered Notes in respect of 100% of the
aggregate principal amount of the Floating Rate Notes,
approximately 95% of the aggregate principal amount of the 2011
Notes and approximately 99% of the aggregate principal amount of
the 2013 Notes.

It is expected that supplemental indentures effecting the proposed
amendments will be executed shortly but such proposed Amendments
will only become operative immediately prior to the acceptance for
payment of all Notes of such series that are validly tendered on
or prior to the Consent Payment Deadline.

The Consent Payment Deadline to the tender offers and consent
solicitations has passed and withdrawal rights have terminated.  
Holders of Notes who have not already tendered their Notes may do
so at any time on or prior to midnight, New York City time, on
Aug. 2, 2007, but holders will only be eligible to receive the
applicable tender offer consideration, which is an amount, paid in
cash, equal to the applicable total consideration less the
applicable consent payment, for their Notes.

In each case, holders whose Notes are accepted for payment in the
tender offers will receive accrued and unpaid interest in respect
of such purchased Notes from the last interest payment date to,
but not including, the applicable payment date for Notes purchased
in the tender offers.

The tender offers and consent solicitations relating to the Notes
were made upon the terms and conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated June 27, 2007,
and the related Consent and Letter of Transmittal.

The company has retained Goldman, Sachs & Co. and Lehman Brothers
Inc. to act as the Dealer Managers for the tender offers and
Solicitation Agents for the consent solicitations.  Questions
regarding the tender offers and the consent solicitations may be
directed to Goldman, Sachs & Co. at (877) 686-5059 (toll-free) or
(212) 902-9077 (collect) or Lehman Brothers Inc. at (800) 438-3242
(toll-free) or (212) 528-7581 (collect).

Requests for documentation may be directed to Global Bondholder
Services Corporation, the Information Agent, which can be
contacted at (212) 430-3774 (for banks and brokers only) or (866)
924-2200 (for all others toll free).

                        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.

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Standard & Poor's Ratings Services revised to positive from
negative its CreditWatch implications on ratings for PRIMEDIA
including the 'B' corporate credit rating.


PUREBEAUTY INC: Court Confirms Amended Joint Reorganization Plan
----------------------------------------------------------------
The Honorable Kathleen Thompson of the United States Bankruptcy
Court for the Central District of California confirmed PureBeauty
Inc. and its debtor-affiliate, Pure Salons Inc.'s Amended Joint
Chapter 11 Plan of Reorganization.

                        Treatment of Claims

As reported in the Troubled Company Reporter on April 23, 2007,
under the Plan, Invest Corp. 2, a Secured Claim holder, will be
paid in full.  All funds remaining in the Invest Corp. 2
Segregated Account will be remitted to the General Unsecured Fund.

Holders of Priority Claims, other than Priority Tax Claims, will
also be paid in full.

At the Debtor's option, holders of Other Secured Claims, including  
Secured Tax Claims, will receive:  

   i. cash in the allowed amount of the holder's Allowed Claim.

  ii. the return of the Collateral securing the claim; or  

iii. (a) the cure of any default, other than a default of the  
          kind specified in Bankruptcy Code section 365(b)(2)
          that Bankruptcy Code section 1124(2) requires to be  
          cured, with respect to the holder's Allowed Claim,  
          without recognition of any default rate of interest
          or similar penalty or charge, and upon cure, no default  
          will exist;

      (b) the reinstatement of the maturity of the Allowed Claim  
          as the maturity existed before any default, without  
          recognition of any default rate of interest or  
          similar penalty or charge; and

      (c) its unaltered legal, equitable, and contractual rights  
          with respect to the Allowed Claim.  Any defenses,  
          counterclaims, rights or offset or recoupment of the  
          Debtors with respect to the Claims shall vest in and  
          inure to the benefit of the continuing estate.

In addition, holders of Other Secured Claims will release all  
Liens against property of the Debtors, unless option (iii) is  
chosen with respect to the Claim on the Effective Date.

Each holders of General Unsecured Claims will receive a pro rata  
share of the General Unsecured Fund including the net shared cash
recoveries.

Holders of Other Subordinated Claims and Equity Interests will  
receive nothing under the Plan.

A full-text copy of Purebeauty Inc. and Pure Salons Inc.'s  
Amended Joint Disclosure Statement is available for a fee at:

              http://ResearchArchives.com/t/s?2188

PureBeauty, Inc. -- http://www.purebeauty.com/-- operated 48     
retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operated six  
"brand" stores, providing customers with a variety of aspirational  
products and services.  PureBeauty Inc. and Pure Salons, Inc., an  
affiliate, filed for chapter 11 protection on April 18, 2006  
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,  
at Klee, Tuchin, Bogdanoff & Stern LLP represented the Debtors.   
Eric E. Sagerman, Esq., and David J. Richardson, Esq., at Winston  
& Strawn, LLP, serves as counsel to the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated $14 million in assets and
$82 million in debts.


RANCHO DE ANDALLUSIA: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Rancho De Andallusia Vineyard & Winery, LLC
        fka Andalusia Vineyard & Winery, LLC
        32828 Wolf Store Road
        Temecula, CA 92592

Bankruptcy Case No.: 07-13946

Type of Business: The Debtor operates a vineyard and winery.
                  See http://www.andallusiawinery.com/

Chapter 11 Petition Date: July 11, 2007

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Michael G. Spector, Esq.
                  2677 North Main Street, Suite 800
                  Santa Ana, CA 92705
                  Tel: (714) 835-3130
                  Fax: (714) 558-7435

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Carl Hall                        Promissory Note          $145,000
32920 Sotalo Drive
Temecula, CA 92592

AFM Funding/Tricor               Promissory Note          $118,000
31570 Railroad Canyon
Suite 224
Canyon Lake, CA 92587

Ed Brown                         Promissory Note           $71,300
30501 Greenbriar Court
Canyon Lake, CA 92587

Temecula Valley Wine Storage     Vendor                    $35,692

C.J. Bramante                    Promissory Note           $35,000

Radoux USA, Inc.                 Vendor                    $25,000

Jim & Debra Clay                 Promissory Note           $15,000

Redhawk Community Park, LLC      Vendor                    $12,000

Civil Solutions Engineering      Vendor                     $7,778

Callaway Vineyard                Vendor                     $5,119

Stage Ranch Farm Management      Vendor                     $5,118

Wood & Delgado                   Legal Fees                 $4,053

Winery Row                       Vendor                     $3,735

WFC Vineyard Management          Vendor                     $3,630

North County Times               Vendor                     $2,987

LGC Inland                       Vendor                     $2,800

Elypsis, Inc.                    Vendor                     $1,354

Downs Energy                     Vendor                     $1,113

UPS                              Vendor                       $687

AWC Packaging                    Vendor                       $678


RONCO CORP: Committee Wants Levene Neale as Bankruptcy Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ronco Corporation
and its debtor-affiliate, Ronco Marketing Corporation, asks the
United States Bankruptcy Court for the Central District of
California for permission to employ Levene, Neale, Bender, Rankin
& Brill L.L.P., as its general bankruptcy counsel.

As the Committee's counsel, the firm will:

     a. advise the Committee with regard to the requirements of
        the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules
        and the office of the United States Trustee as they
        pertain to the Committee;

     b. advise the Committee with regard to certain rights and
        remedies of the Debtors' bankruptcy estates and the
        rights, claims and interests of creditors;

     c. represent the Committee in any proceeding or hearing in
        the Bankruptcy Court involving the Debtors' estates unless
        the Committee is represented in the proceeding or hearing
        by other special counsel;

     d. conduct examinations of witnesses, claimants or adverse
        parties and represent the Committee in any adversary
        proceeding except to the extent that any adversary
        proceeding is in an area outside of the firm's expertise;

     e. prepare and assist the Committee in the preparation of
        reports, applications, pleadings and orders including,
        but not limited to, applications to employ professionals,
        and responding to pleadings filed by any other party in
        interest in these cases, including the Debtors;

     f. assist the Committee to evaluate any sale or other
        disposition of assets in these cases;

     g. assist the Committee to evaluate the existence of any
        assets and causes of action to pursue and represent the
        Committee in connection with pursuit of any causes of
        action;

     h. assist the Committee in the negotiation, formulation,
        preparation and confirmation of a plan of reorganization
        and the preparation and approval of a disclosure statement
        in respect of the plan; and

     i. perform any other services which may be appropriate in the
        firm's representation of the Committee during these
        bankruptcy cases.

The firm's professionals billing rates are:

     Professionals              Hourly Rates
     -------------              ------------
     Martin J. Brill, Esq.          $575
     Davide W. Levene, Esq.         $575
     David L. Neale, Esq.           $525
     Ron Bender, Esq.               $525
     Craig M. Rankin, Esq.          $525

Martin J. Brill, Esq., a partner 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.

Mr. Brill can be reached at:

     Martin J. Brill, Esq.
     Levene, Neale, Bender, Rankin & Brill L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, California 90067
     Tel: (310) 229-1234 and (310) 229-1244

                      About Ronco Corporation
   
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. Ca. Case No: 07-12000).  
tacia 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 the Debtors filed for bankruptcy, it
listed assets at $13,879,000 and debts at $32,736,000.


SHAW GROUP: Plans to File Delinquent SEC Reports by 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 also reported that it expects to obtain appropriate waivers
under its bank credit agreement with respect to covenants related
to the delinquent SEC filings.

                       Financial Estimates

Shaw expects its restated first quarter fiscal 2007 results to be
a loss of about $23.8 million after taxes, compared to the
previously reported loss of $20.3 million after taxes.  The
restated loss includes additional charges of about $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 about $16 million after
taxes for Shaw's investment in Westinghouse segment; charges of
about $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 about
$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 about $1.2 billion and about
$2.5 billion for the six months ended Feb. 28, 2007.  Operating
cash flow for the second quarter was about $23 million and for the
six month period was about $154 million.  Backlog at Feb. 28,
2007, was about $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 about $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 about 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 about
$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
about $133 million, bringing operating cash flow for the nine
months ended May 31, 2007, to nearly $300 million.

                             Comments

Dirk J. Wild, senior vice president, chief accounting officer and
interim chief financial officer of Shaw, said, "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."

J.M. Bernhard, Jr., chairman, president, and chief executive
officer of Shaw, said, "As we continue to experience unprecedented
growth, we are all working extremely hard to improve our financial
reporting processes.  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."

Mr. Bernhard continued, "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.  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."

                        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: Brian Ferraioli Named as Finance Executive VP
---------------------------------------------------------
Brian K. Ferraioli has accepted an offer to join The Shaw Group
Inc. as an executive vice president, Finance and will begin work
at the end of July.  He will assume the role of chief financial
officer before the company reports its fourth quarter 2007
financial results.

Until that time, Dirk Wild continues in the role of interim chief
financial officer.  Mr. Ferraioli will relocate to The Shaw
Group's headquarters in Baton Rouge, Louisiana, and report
directly to J.M. Bernhard, the company's chairman, president and
chief executive officer.

Mr. Ferraioli was vice president and Controller for Foster
Wheeler, Ltd., since 2002, where he had responsibility for
worldwide financial reporting and internal control functions.  
From July 2000 until November 2002, Mr. Ferraioli served as vice
president and chief financial officer of Foster Wheeler USA
Corporation and, from July 1998 to July 2000, he served as vice
president and chief financial officer of Foster Wheeler Power
Systems, Inc.  He implemented all of the company's Sarbanes-Oxley
policies and procedures and possesses significant Securities and
Exchange Commission reporting expertise from his 28-year tenure in
the engineering and construction industry.

Mr. Ferraioli holds an MBA from Columbia University and a bachelor
of science in Accounting from Seton Hall University.  He is a
member of the American Institute of Certified Public Accountants.

The Shaw Group also disclosed that Robert L. Belk will assume the
role of executive vice president following the completion of his
medical leave.  In his new role, Mr. Belk will continue reporting
to Mr. Bernhard and his responsibilities will include executive
sponsorship of significant client, investor, banking and
governmental relationships.

"Mr. Ferraioli brings significant global financial planning,
forecasting and analysis expertise to The Shaw Group at a moment
in our history when our project capabilities continue to expand
our domestic and international wins," Mr. Bernhard said.  "We also
anticipate his considerable Wall Street credibility will enhance
our strong relationships with the analyst community.

"I also look forward to Bob Belk's return to the organization,"
Mr. Bernhard said.  "Bob was instrumental in steering our
substantial growth as chief financial officer and the company will
continue to maximize his historical perspective and the
institutional relationships gained during the past few years."

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.


SINCLAIR BROADCAST: Moody's Lifts 4.875% Notes' Rating to B1
------------------------------------------------------------
Moody's Investors Service upgraded Sinclair Broadcast Group's
4.875% convertible subordinated notes to B1 from B2 and its
subsidiary, Sinclair Television Group, Inc.'s 8% Senior
Subordinated Notes to Ba3 from B1.

Additionally, Moody's upgraded Sinclair's speculative grade
liquidity assessment to SGL-1 from SGL-2.  At the same time,
Moody's affirmed all other ratings for Sinclair and STG.  The
outlook remains stable.

The ratings upgrade of Sinclair and STG's notes is based on
Moody's loss given default methodology and results solely from
Sinclair's partial redemption of STG's 8% notes with proceeds from
Sinclair's new 3% Convertible Senior Notes, not rated by Moody's,
drawdown under STG's bank revolving credit facility and cash on
hand.

Moody's took these ratings actions:

Issuer: Sinclair Broadcast Group, Inc.

-- Corporate Family Rating - Affirmed Ba3

-- Probability of Default Rating - Affirmed Ba3

-- 4.875% Convertible Senior Subordinated Notes due 2018 -
    Upgraded from B2 to B1; (from LGD 6, 92% to LGD 5, 79%)

Sinclair Television Group, Inc.

-- Secured Revolver - Affirmed Baa3; (from LGD 2, 12% to LGD 2,
    11%)

-- Secured Term Loan A - Affirmed Baa3; (from LGD 2, 12% to LGD
    2, 11%)

-- Secured Term Loan A-1 - Affirmed Baa3; (from LGD 2, 12% to LGD
    2, 11%)

-- 8% Senior Subordinated Notes due 2012 - Upgraded from B1 to
    Ba3; (from LGD 4, 66% to LGD 4, 50%)

-- Upgraded speculative grade liquidity assessment from SGL-2 to
    SGL-1

The outlook remains stable.

Moody's notes that the 3% convertible senior notes rank pari passu
with Sinclair's 4.875% convertible senior subordinated notes and
that Sinclair's 6% senior subordinated convertible notes are
junior to both these notes issues.

Sinclair's corporate family rating reflects the risks associated
with potential future investments outside of the broadcasting
sector, increasing business risk associated with the broadcast
television industry's overall declining audience and the
increasing diversification of advertising spending over a growing
number of media.

Sinclair's rating is supported by its strong EBITDA margins,
modest leverage relative to its rating category at 5.3 times TTM
3/31/2007, diverse geographic footprint, diverse network
affiliations and continued local market focus.  The rating is
further supported by the company's notable free cash flow
generation anticipated over the rating horizon.

Sinclair Broadcast Group, headquartered in Baltimore, Maryland, is
a television broadcaster, operating 58 television stations in 36
markets.


SOLUTIA INC: Files Second Amended Plan and Disclosure Statement
---------------------------------------------------------------
Solutia Inc., and its debtor-affiliates delivered to the United
States Bankruptcy Court for the Southern District of New York, on
July 9, 2007, their Second Amended Plan of Reorganization and
accompanying Disclosure Statement.

                 Solutia Rejects Investment Offer

The Debtors disclose that an investor group of Solutia's equity
holders with the support of the Official Committee of Equity
Security Holders presented investment proposal on June 21, 2007,
consisting of:

  (a) a $250,000,000 cash investment in exchange for an initial
      26.2% of the convertible preferred stock of Reorganized
      Solutia; and

  (b) a fully backstopped $200,000,000 rights offering.

The Investment Proposal contemplates the sale of certain of
Solutia's businesses and for Reorganized Solutia to acquire an
approximately $1,400,000,000 debt facility, with $1,250,000,000
expected to be drawn at closing based on a June 30, 2007
reference point.

The Equity Committee Investment Proposal requires Monsanto
Company to accept a recovery of 13.5% of the New Common Stock --
as compared to 20% of the New Common Stock under its settlement
agreement with Solutia.

Solutia and its advisors considered the Investment Proposal and
decided against pursuing it because of several deficiencies
associated with the proposal.  The Investment Proposal is another
attempt to force Solutia to explore the potential of selling
certain businesses to generate additional value, which Solutia,
in its business judgment, does not believe will increase value.

Solutia believes that the Investment Proposal fails for at least
these reasons:

  (a) the proposal does not address the reallocation of the
      Legacy Liabilities, which is key to any successful
      reorganization of Solutia,

  (b) the proposal requires a sale of one of Solutia's
      businesses to an unknown purchaser at a price above
      indications received for that business from the
      exploratory sale process conducted in Fall of 2006, and

  (c) the proposal is contingent on Monsanto accepting 13.5% of
      the New Common Stock of a company much smaller than
      Reorganized Solutia.

                Monsanto & Retiree Pacts Critical

The Debtors declare that their Second Amended Plan is hinged on
the approval of a settlement among Monsanto, Solutia, the
Official Committee of Unsecured Creditors, the Ad Hoc Trade
Committee and the Official Committee of Retirees; and a separate
agreement between the Debtors and the Retiree Committee.

Monsanto has agreed to take financial responsibility as between
itself and Solutia for all of Solutia's legacy tort liabilities
and a substantial portion of its legacy environmental
liabilities.

Roughly 8,500 Tort Claims were filed in Solutia's cases asserting
more than $17,000,000,000 in the aggregate.  Solutia currently
estimates that the ultimate liability for asserted Tort Claims
will range between $15,000,000 and $40,000,000.  The estimate
does not account for: (a) future Tort Claims that could be
asserted for pre-Spinoff conduct; (b) the hundreds of additional
lawsuits asserting thousands of claims, which have been commenced
directly against Monsanto -- for which Monsanto, under the
Distribution Agreement, could have asserted potentially billions
in dollars in surrogate claims against Solutia's Estates absent
the Monsanto Settlement -- and (c) defense costs.

Roughly $4,000,000,000 in Environmental Claims have been asserted
against Solutia.

Solutia will remain responsible for the environmental liabilities
at sites that it owned or operated after the Spinoff.  Solutia
projects that it will incur $82,000,000 in remediation costs for
the Retained Sites over the next five years.

Monsanto will assume responsibility for sites that were
transferred to Solutia pursuant to the Spinoff, but with respect
to which Solutia was never an owner/operator.  Solutia estimates
that Monsanto's agreement to take financial responsibility for
the Legacy Sites will remove roughly $150,000,000 worth of
complex environmental claims from Solutia's Estates.  Monsanto
will also be responsible for remediation of dioxin contamination
in the Kanawha River and surrounding areas.

Solutia and Monsanto will share responsibility with respect to
the Anniston, Alabama and Sauget, Illinois sites.  Solutia
projects that the aggregate remediation costs at the Shared Sites
will be roughly $104,000,000through 2011.  Although the EPA has
not yet determined final remedies for the sites, Solutia
estimates that remediation costs at Sauget and Anniston will
increase to about $25,000,000per year from 2012 through 2016.  
After 2016, their costs should decrease.

The Retiree Settlement effectuates a comprehensive settlement
between Solutia and the Retirees' Committee regarding Solutia's
medical and other post-employment benefits obligations.

The Debtors note that Monsanto's contributions made possible
Solutia's Settlement with its roughly 20,000 Retirees concerning
the provision of future medical and other benefits at modified
levels.

The two settlements are interdependent.  If either the Monsanto
Settlement or the Retiree Settlement is denied, Solutia's
accomplishment in reallocating significant Legacy Liabilities
back to Monsanto will be lost.  Solutia will need to go back to
the proverbial "drawing board" to determine how to appropriately
reallocate the Legacy Liabilities.  Solutia believes negotiating
a new agreement on the reallocation and satisfaction of the
Legacy Liabilities would be very difficult.

The Court will convene a hearing to consider approval of the  
Monsanto Settlement and the Retiree Settlement September 5, 2007.  
Solutia is seeking acceptances of the terms of the Amended Plan
in advance of approval of the Monsanto Settlement and the Retiree
Settlement.

                   Recovery Under Amended Plan

The Debtors relate that Claims in Classes 1, 2, 4, 6, 7, 8, 9 and
10 will be paid in Cash in full on the Effective  Date, will be
Reinstated or will otherwise not be impaired by the terms of the
Amended Plan.  Claims in Classes 3 and 5 will be paid in Cash in
full on the Effective Date, but are deemed impaired by the terms
of the Amended Plan.  Claims in Classes 18 and 19 will not
receive any  Distribution under the Amended Plan.

Claims in Class 16 will receive a Distribution under the  Amended
Plan and the holders of those claims are deemed to accept the
Amended Plan.  Claims  in Class 17 will not receive a
Distribution and are deemed to accept the Amended Plan.

Claims  in Classes 11, 12, 13, 14 and 15 will receive
Distributions of shares of New Common Stock or other
Distributions under the terms of the Amended Plan.  Holders of
Allowed Noteholder Claims in Class 12 will receive their Pro Rata
share, inclusive of Allowed General Unsecured Claims, of the
Stock Pool consisting of 49.9% of the New Common Stock of
Reorganized Solutia.  Each Holder of an Allowed Noteholder Claim
will also be entitled to participate in the Rights Offering.

Holders of Allowed Noteholder Claims in Class 12 that do not
participate in the Rights Offering will receive a 74.8% recovery
on account of their Claims.  Those that participate in the Rights
Offering will receive an 85.3% recovery.

Monsanto will receive 20% of the New Common Stock, which Solutia
estimates will be worth roughly $240 million at the midpoint of
total enterprise value.

Holders of Allowed General Unsecured Claims in Class 13 will
receive their Pro Rata share, inclusive of Allowed Noteholder
Claims, of the Stock Pool consisting of 49.9% of the New Common
Stock.  Each Holder of an Allowed General Unsecured Claim that is
an Eligible Holder will be entitled to participate in the Rights
Offering.

Holders of Allowed General Unsecured Claims in Class 13 that do
not participate in the Rights Offering will receive a 74.8%
recovery.  Those that participate will receive an 85.3% recovery.

In accordance with the terms of the Retiree Settlement, the
Retirees, as a class, will receive 2.2% of the New Common Stock,
resulting in a 74.8% recovery.

Holders of Common Stock in Solutia Inc. will receive their Pro
Rata share of Warrants to purchase up to 3.5% of the New Common
Stock with a strike price of $14.16, provided that Holders of
Claims or Equity Interests in each of Classes 11, 12, 13, 14, 15
and 20 vote to accept the Amended Plan.  If any of Classes 11,
12, 13, 14, 15 and 20 vote to reject the Amended Plan, then Class
20 will not receive any Distributions under the Plan.

The estimated aggregate amount of Claims and Equity Interests in
each of Classes 3, 5, 11, 12, 13, 14, 15 and 20:

  Claim                                  Solutia's Estimate
  -----                                  ------------------
  Senior Secured Notes Claims               $208,000,000
  CPFilms Claims                              $8,400,000
  Monsanto Claim                            $824,500,000
  2027/2037 Notes                           $455,400,000
  General Unsecured Claims          between $317,000,000
                                         to $367,000,000
  Retiree Claim                              $35,000,000

                 Wallach Joins Management Team

The Debtors also disclose that Hal E. Wallach, Jr. joined the
company as Senior Vice President of Human Resources in July 2007.  
For seven years, Mr. Wallach served as a principal and head of
the St. Louis office of Mercer Human Resources Consulting.  Prior
to joining Mercer, Mr. Wallach held management positions with two
other human resources consulting firms, Buck Consultants and
Hewitt Inc.

The Debtors anticipate that all of their senior management team
will continue to work for Reorganized Solutia in their current
capacity after emergence.

Under the Amended Plan, certain executives and two other key
employees of the Debtors have a component of their Annual
Incentive Plan which is linked to Solutia's emergence from
bankruptcy.  The Debtors disclose that the emergence metric
applies to:

  -- Jeffry N. Quinn, the Debtors' president, chief executive
     officer and chairman of the board of directors;

  -- Kent J. Davies, senior vice president and president of
     CPFilms;

  -- Luc De Temmerman, senior vice president and president of
     Performance Products of Solutia;

  -- James R. Voss, senior vice president and president of
     Flexsys;

  -- Jonathon P. Wright, senior vice president and president of
     Integrated Nylon;

  -- Robert T. DeBolt, senior vice president of Business
     Operations;

  -- Rosemary L. Klein, senior vice president, secretary and
     general counsel;

  -- James M. Sullivan, senior vice president and chief
     financial officer; and

  -- two other key employees.

The Emergence Metric for each Emergence Metric Employee is based
solely on objective factors, and is not discretionary, the
Debtors relate.

               Valuation of Reorganized Solutia

The Debtors also filed with the Court valuation materials
prepared by Rothschild, Inc., their financial advisor and
investment banker.

Rothschild has estimated the midpoint enterprise value for
Reorganized Solutia to be roughly $2,850,000,000 assuming pro
forma net debt of roughly $1,700,000,000.  Reorganized Solutia's
implied midpoint equity value available for distribution to
creditors is approximately $1,200,000,000.

The financial advisor to the Official Committee of Equity
Security Holders, however, believes that Solutia's value may be
significantly higher than the Debtors' estimate.  The Equity
Committee intends to vigorously challenge the Debtors' valuation
at confirmation.

A full-text copy of Rothschild's Valuation Analysis is available
at no charge at http://ResearchArchives.com/t/s?218c

                         Plan Is Feasible

The Debtors believe that confirmation of the Amended Plan is not
likely to be followed by the liquidation, or the need for further
financial reorganization.  Solutia's management, with the
assistance of Rothschild, has prepared Projected Consolidated
Income Statement, Projected Consolidated Balance Sheet and
Projected Consolidated Cash Flow Statement for Reorganized
Solutia's five year period from 2007 through 2011.

A full-text copy of the Debtors' five-year Financial Projections
is available at no charge at http://ResearchArchives.com/t/s?218d

                Reorganization Beats Liquidation

The Debtors believe that, under the Amended Plan, each Holder of
Impaired Claims will receive property of a value not less than
the value the Holder would receive in a liquidation under Chapter
7 of the Bankruptcy Code.  The Debtors delivered to the Court an
updated liquidation analysis reflecting changes to the
liquidation analysis since February 14, 2006.

A full-text copy of the Debtors' Liquidation Analysis is
available at no charge at http://ResearchArchives.com/t/s?218e

                     Equity Panel's View

The Amended Disclosure Statement also presents the Equity
Committee's view of its complaint against Monsanto and Pharmacia.  
The Equity Committee commenced an action against Monsanto and
Pharmacia in 2005 seeking disallowance of the claims filed by
Monsanto and Pharmacia against Solutia's bankruptcy Estates and a
reallocation of hundreds of millions of dollars of the Legacy
Liabilities from Solutia's balance sheet to that of Monsanto and
Pharmacia, based on alleged wrongful and inequitable conduct by
Monsanto and Pharmacia.

The Equity Committee does not believe that the Amended Plan is in
the best interests of all creditors or of the estates.  The
Equity Committee believes that the Amended Plan is far too
generous to Monsanto and Pharmacia, because, like the Spinoff,
affords Monsanto and Pharmacia significant continuing protection
from the Legacy Liabilities.

The Equity Committee intends to object to the reasonableness of
the Monsanto and Retiree Settlements at that hearing.

The Equity Committee has also argued that the Amended Plan and
the Debtors' Projections substantially undervalue Solutia.  The
Equity Committee's financial advisors believe that Solutia's
total enterprise value is significantly higher than
$2,800,000,000.

Based on indications of interest the Debtors received for various
businesses, the Equity Committee's financial advisors believe
that the Debtors' enterprise value is at least $3,200,000,000.  
According to the Equity Committee, the figure essentially sums up
the actual price indications already offered to Solutia from
interested, financially strong potential buyers.  The panel notes
that the offers were unsolicited; Solutia did not encourage
potential buyers to bid on individual business segments.

The Equity Committee has also noted that the $3,200,000,000
figure does not reflect the ultimate purchase prices that may be
achieved through a competitive sale process open to financially
strong parties who are willing to engage in rigorous
negotiations.  Thus, the Equity Committee's financial advisors
believe that the Debtors' true enterprise value is well above
$3,200,000,000.  Recognition of the true value of Solutia would
provide creditors with a full recovery on account of their
Claims.

The Equity Committee will challenge the valuation as it allows
Monsanto and other unsecured creditors to receive a substantial
windfall while depriving public shareholders of value to which
they are legally entitled.

The Debtors, however, note that selected preliminary non-binding
indications of interest received from potential strategic and
financial buyers do not sum to an enterprise value of
$3,200,000,000.  In addition, the preliminary, non-binding
indications of interest that were received assume a consensual
settlement with Monsanto concerning certain environmental, mass
tort, OPEB and pension liabilities consistent with the Global
Settlement -- a settlement that is not available under a multiple
sale scenario.  The Debtors also point out that the Equity
Committee neglects to acknowledge the magnified execution risk
related to multiple potential sales and the potential
ramifications of only a partial sale scenario.

A full-text copy of the Debtors' Second Amended Plan is available
at no charge at http://ResearchArchives.com/t/s?218f

A full-text copy of the Debtors' Second Amended Disclosure
Statement is available at no charge at:

                http://ResearchArchives.com/t/s?2190
  
             Disclosure Statement Hearing Adjourned

Judge Beatty has continued the hearing to consider approval of
the Debtors' disclosure statement to July 17, 2007, Bill Rochelle
at Bloomberg News reports.  She directed the Debtors to provide
additional disclosure regarding the proposed releases provided to
Monsanto and better explanation regarding the treatment of
retiree claims.

                           About Solutia

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

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

The hearing to consider approval of the Disclosure Statement
describing Solutia's First Amended Reorganization Plan started on
July 10, 2007.  The Debtors' exclusive period to file a plan
expires on July 30, 2007.

(Solutia Bankruptcy News, Issue No. 92; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


SOLUTIA INC: Wants Court Nod on Hal Wallach as HR Senior VP
-----------------------------------------------------------
Solutia Inc. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's approval to employ
Hal E. Wallach, Jr., as senior vice president of human resources.

As a result of the promotion of Mr. James R Voss, who served as
senior vice president of business operations, to president of
Flexsys, Solutia's newly acquired rubber chemicals business, and
the resignation of the company's vice president of human
resources, Solutia conducted a search to fill the human resources
position at the senior level.

Mr. Wallach will have global responsibility for the human
resources function, including, but not limited to, the areas of
compensation and benefits, development and implementation of
global human resource policies and procedures and training, as
well as staffing and recruiting.  Mr. Wallach will also assist
the Executive Compensation and Development Committee of Solutia's
Board of Directors with its duties and responsibilities regarding
executive compensation and benefits.  He will also assist the
Board's Governance Committee with its duties and responsibilities
regarding non-employee director compensation.  Mr. Wallach will
be based at Solutia's headquarters in St. Louis, Missouri, and
will report directly to Solutia's chief executive officer.

The Board of Directors has authorized Solutia, subject to the
Bankruptcy Court's approval, to enter into its standard senior
executive employment agreement with Mr. Wallach.  

Pursuant to the Wallach Agreement, Mr. Wallach will earn an
annual base salary of not less than $300,000, and will
participate in Solutia's annual incentive program, or any
successor annual bonus plan, with a target bonus opportunity of
not less than 75% of his annual base salary.

In addition, Mr. Wallach will be entitled to participate in all
long-term and other incentive plans, practices, policies and
programs generally applicable to senior executive officers of
Solutia.  Mr. Wallach, however, will not participate in the
emergence bonus program currently in place with respect to
Solutia's other senior executives.

Prior to joining Solutia, Mr. Wallach served as a principal at
consulting firm Mercer Human Resources Consulting.  As the head
of Mercer's St. Louis office and its St. Louis Client Management
practice, Mr. Wallach's responsibilities include leading multi-
practice global teams to assist organizations, including public
companies, to design, implement and administer human resource
strategies, programs and policies.   Prior to joining Mercer,
Mr. Wallach spent 10 years in management positions with two other
consulting firms, Buck Consultants and Hewitt Inc.

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

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

The hearing to consider approval of the Disclosure Statement
describing Solutia's First Amended Reorganization Plan started on
July 10, 2007.  The Debtors' exclusive period to file a plan
expires on July 30, 2007.

(Solutia Bankruptcy News, Issue No. 92; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SPECTRUM BRANDS: Lowers Projections for Fiscal Year 2007
--------------------------------------------------------
Spectrum Brands Inc. anticipates that full year 2007 sales and
earnings before interest, tax, depreciation and amortization will
be lower than previously anticipated.  Preliminary results for the
recently completed fiscal third quarter and projections for the
fiscal fourth quarter suggest that the company will generate full
year 2007 net sales of about $2,634 million and EBITDA of between
$260 million and $264 million.  This compares with earlier
expectations of net sales of $2,648 million and EBITDA of
$282 million.

The company lowered projections due to unfavorable weather
conditions experienced during the fiscal third quarter,
particularly the impact of drought conditions across much of the
country, which had a negative impact on its Home & Garden
business, as well as lower than expected European battery sales
and a cautious outlook on the part of U.S. retailers regarding
inventory levels, which caused a shortfall in projected results
for Global Batteries and Personal Care.

Commenting on the company's performance and outlook, Spectrum
Brands chief executive officer Kent Hussey stated, "Our Home &
Garden business is performing well as measured by market share and
customer service levels, despite recent weather conditions.  We
remain confident in the fundamental strength of this business and
our ability to execute a sale of this asset at a fair valuation.  
We continue to make progress on our corporate strategy and believe
we are taking the right actions to improve profitability in all of
our business segments, strengthen our capital structure through
the strategic sale of one or more assets, and create sustainable
value for our equity holders."

The company does not anticipate any liquidity issues or problems
complying with its debt covenants as a result of its revised
projections.  As previously announced, Spectrum has received
financing commitments from Goldman Sachs and Wachovia Bank to
provide the company with a $225 million asset based loan facility,
with a concomitant reduction of its senior credit facility term
loan by the same amount.  The company expects to close on this
transaction during its fiscal fourth quarter.

                     About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products  
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25 retailers
and are available in more than one million stores in 120 countries
around the world.  The company has manufacturing and distribution
facilities in China, Australia and New Zealand, and sales offices
in Melbourne, Shanghai, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Fitch Ratings affirmed the ratings of Spectrum Brands, Inc.,
including its CCC issuer default rating, its CCC- rating of the
company's $700 million 7-3/8% senior subordinated note due 2015
and its CCC- rating of the company's $350 million 11.25% Variable
Rate Toggle Interest pay-in-kind Senior Subordinated Note due
2013.  The Outlook remains Negative.


STEEL DYNAMICS: Moody's Affirms Ba1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Steel Dynamics Ba1 corporate
family rating and changed the rating outlook to stable from
positive.

The change in outlook to stable reflects Moody's expectations that
Steel Dynamics will remain focused on expansion activity and
continue its share repurchase program.  Moody's expects SDI to
continue to explore growth opportunities both through internal
growth projects, such as its Columbia City expansion, and through
acquisitions such as the recently concluded The Techs, possibly
including downstream assets, distribution centers, and additional
mills, as well as steel scrap suppliers, as the company has
expressed a strategic interest in being more self sufficient in
ferrous resources.

Resultant of Steel Dynamics growth initiatives, and the corollary
impact on spending requirements, Moody's does not see the company
sustaining the financial leverage and coverage ratios appropriate
for an investment grade company.  In addition, the company
continues to have a secured credit facility, recently increased to
$750 million, which remains an impediment to achieving an
investment grade rating.

From an operational perspective, second quarter performance, while
still favorable, is expected to be sequentially weaker than the
first, principally reflective of softness in the flat-rolled steel
sector from both a volume and price perspective.  However, market
conditions for long products remain solid, mitigating the weaker
flat-rolled conditions.  However, SDI's stable outlook captures
our expectation that 2007 will be another acceptable year for SDI,
its cash flow generation will remain strong, and that the company
will continue to exhibit acceptable leverage despite its growth
initiatives.  Moody's also expects the company to maintain its
very solid liquidity position.

SDI's Ba1 corporate family rating reflects the company's low cost
mini-mill operating structure, which contributes to its strong
earnings power, its growing production capabilities, and its
improving product mix, which is shifting more toward higher value-
added steel and specialty alloys.  In addition, the robust steel
price environment in recent years has enabled the company to
significantly uptier its performance and fundamentally improve its
financial profile.

Overall, SDI's steelmaking process requires only 0.3 man-hours to
produce a hot band ton in the flat roll division; Moody's believes
that SDI is among the most profitable steel producers in the
United States on a per ton basis.  Given this fundamental
improvement in performance over recent years and SDI's business
strategy, which includes both organic growth and growth by
acquisition, the company has an acceptable cushion at the Ba1
rating level for a more normalized "through the cycle" earnings
scenario.

Additionally, SDI benefits from flexible labor arrangements, the
absence of a defined benefit pension program, and manageable
environmental liabilities.  Factors limiting the rating include
the company's modest size relative to investment grade steel
producers, the secured nature of its credit facility and the  
company's acquisition-driven growth strategy.

Headquartered in Fort Wayne, Indiana, Steel Dynamics generated
revenues of $3.4 billion over the trailing twelve months ended
March 31, 2007.


TOUSA INC: S&P Junks Corp. Credit Rating and Removes Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on TOUSA Inc. to 'CCC+' from 'B' and removed it from
CreditWatch, where S&P had placed it with negative implications on
April 9, 2007, following the announcement of a pending settlement
with creditors of the company's EH/Transeastern LLC joint venture.  
In addition, S&P lowered the senior unsecured debt rating to 'CCC-
' from 'B-' and the subordinated debt rating to 'CCC-' from
'CCC+'.  At the same time, S&P assigned a 'B-' rating with a '2'
recovery rating to a proposed $200 million first-lien term loan
and a 'CCC-' rating with a '6' recovery rating to a proposed
$300 million second-lien term loan. Proceeds from the secured term
loans will be used, in part, to repay Transeastern creditors and
acquire Transeastern's land holdings.  The downgrades affect
roughly $1.1 billion of unsecured notes.  The outlook is
developing.
      
"The downgrades anticipate a weaker balance sheet resulting from
the highly leveraged settlement with the creditors of the
Transeastern joint venture," explained Standard & Poor's credit
analyst Tom Taillon.  "The ratings further reflect our concerns
about TOUSA's significant concentration in oversupplied Florida
housing markets, negative GAAP earnings in the first quarter, and
an operating cash flow deficit.  However, free cash flow is
expected to improve as inventory investment slows, and a
restructured secured credit facility provides adequate liquidity
to support higher debt service costs in the near term."
     
The developing outlook reflects Standard & Poor's opinion that
challenging homebuilding conditions will make it difficult for
TOUSA to execute its debt restructuring plans, specifically using
asset sales as a means for deleveraging the balance sheet.  If
these plans are successful, Standard & Poor's would consider
revising TOUSA's outlook back to stable and raising the ratings.  
The extremely tight nature of the new bank facility covenants may,
however, impair TOUSA's financial flexibility, and further
downgrades may be warranted if the company's sale of homes and
land does not materialize as currently contemplated.


TRIGEM COMPUTER: Prefers Celrun to Bid for Assets
-------------------------------------------------
TriGem Computer, Inc., has selected Celrun Co., Ltd., as preferred
bidder for its assets, Bloomberg News says.

Celrun develops and manufactures digitial Internet set-top box
solutions.  Celrun was established in 1999 and is headquartered
in Seoul, Korea.  It has a market capital of KRW15,700,000,000.

Celrun owns 22.3% of the global IP set-top box market, according
to information on its Web site.

Celrun will have the exclusive rights to negotiate the purchase
price for TriGem, Bloomberg relates, citing an e-mailed statement
from TriGem.

TriGem did not disclose financial details, Bloomberg says.  
TriGem, according to Bloomberg, said it expects sales of its
computers to increase with the release of models that combine
Celrun's Internet television technology.  Celrun said it plans to
sign a final agreement this month, Bloomberg continues.

TriGem previously sought to sell its assets at an auction in
2006.  Human & Technology Co., emerged as the sole bidder, but
the Suwon District Court, Bankruptcy Division, in South Korea,
canceled the whole bidding process as that offer was found to be
below market price.

Human & Technology initially agreed to acquire TriGem's assets
for KRW170,000,000,000 or US$177,000,000.

However, Human & Technology noted that it would bring the price
down should it find after due diligence that KRW30,000,000,000 of
receivables from TriGem's subsidiaries would be difficult to
collect.  It also rejected demands to guarantee employment.

The Korean Court previously estimated TriGem's value at
KRW200,000,000,000 to KRW250,000,000,000 -- US$209,000,000 to
US$261,000,000.  Human & Technology's reduced final offer for
TriGem's assets was not disclosed for confidentiality reasons,
Asia Pulse said.

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/-- manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.  TriGem America Corporation,
an affiliate of the Debtor, filed for chapter 11 protection on
June 3, 2005 (Bankr. C.D. Calif. Case No. 05-13972).  TriGem
Texas, Inc., another affiliate of the Debtor, also filed for
chapter 11 protection on June 8, 2005 (Bankr. C.D. Calif. Case No.
05-14047). (TriGem Bankruptcy News, Issue No. 10 Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or
215/945-7000)


TRONOX INC: S&P Places BB- Corp. Credit Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'BB-' corporate credit rating, on Tronox
Inc. on CreditWatch with negative implications.
      
"The CreditWatch placement reflects our expectations for weaker
operating performance in 2007, which will likely forestall efforts
to improve the credit profile to a level consistent with previous
expectations," said Standard & Poor's credit analyst Paul Kurias.
     
S&P expect the key credit measure of funds from operations to
adjusted total debt for 2007 to be well below S&P's expectation of
20% for the rating.  At March 31, 2007, this ratio was at
approximately 15%, after adjusting debt for the present value of
capitalized operating leases, tax-adjusted employee benefits, and
tax-adjusted environmental reserves net of likely reimbursements.
     
The weakening in operating performance reflects a less favorable
pricing environment, lower-than-expected volumes, and increased
competitive pressures in the titanium dioxide markets.  The
decline in the U.S. housing market, a key end-market for the
company's products, is an important underlying driver of the
weaker operating performance.
     
Tronox's recent announcement of a higher-than-expected
environmental provision of $2 million and an unexpected increase
in pretax costs of approximately $3 million for the second quarter
2007 reflect the challenges Tronox faces in its efforts to improve
credit quality over the intermediate term.  As of March 31, 2007,
the company had environmental reserves of about $221 million to
cover expected remediation costs.  Kerr-McGee Corp. has agreed to
share 50% of the costs not covered by the reserve, up to
$100 million over seven years.  However, Standard & Poor's
believes that additional reserves are likely to meet future
environmental requirements.
     
Partially offsetting these risks is the proposed sale of the
company's TiO2 plant based in Germany.  The company has indicated
that a major portion of the sale proceeds will be used to pay down
debt.  However, the timing and the amount of proceeds are
uncertain.
     
S&P will resolve the CreditWatch after a review of the second-
quarter results, prospects for completing the proposed plant sale,
and after reassessing the operating outlook for TiO2 producers
during the next couple of years.  S&P could lower the ratings if
operating results remain weak, asset sales are delayed, or if
liquidity -- including access to the company's revolving credit
facility -- is constrained.


TWEETER HOME: Court Approves Asset Sale to Schultze for $38 Mil.
----------------------------------------------------------------
Tweeter Home Entertainment Group, Inc., disclosed Friday that the
U.S. Bankruptcy Court for the District of Delaware has approved
the "going concern" bid by Schultze Asset Management, LLC to
acquire substantially all of Tweeter's assets for $38 million in
cash and the assumption of significant liabilities.

The sale transaction closed Friday.

"As a privately held portfolio company of Schultze Asset
Management, we look forward to the fresh start that this sale will
provide for our employees, customers and business partners," said
Tweeter President and CEO Joe McGuire.  "We are thrilled that the
process moved quickly so that we can now focus all of our
attention on continuing to provide a full-service solution to our
customers: a great retail store, top-notch system design, and
elegant installation all wrapped up in a professional,
personalized experience."

As previously in the reported in the Troubled Company Reporter,
the Debtor disclosed that the "going concern" bid submitted by
Schultze Asset was determined to be the highest or otherwise best
offer.

                       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.


URBI DESARROLLOS: Market Position Cues Fitch to Hold Ratings
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' foreign and local currency IDR
ratings of Urbi Desarrollos Urbanos, S.A.B. de C.V., as well as
the 'BB' rating of Urbi's $150 million senior notes due 2016.  
Fitch has also affirmed Urbi's national scale ratings of 'F1(mex)'
and 'A+(mex)'.  The Rating Outlook on all ratings is Stable.

The ratings reflect Urbi's strong market position in the highly
fragmented Mexican homebuilding industry, being the third largest
homebuilder in Mexico in terms of homes sold; increasing
geographic and customer diversification; significant land reserve;
and its good financial profile.  Urbi's ratings are constrained by
dependency of financing of government-related mortgage funding of
low-income homes, and the high working capital requirements
related with the operation of the company.

Fitch considers that the new projects undertaken by the company
are a challenge, and "the Alternativa Urbi" program could affect
financial results during the period that Urbi finds a mechanism to
fund the working capital requirements under this kind of scheme.
Fitch will be closely evaluating the development of this program
and its impact in Urbi's financial results.  Given the latest
projects undertaken, should there be an important variation in the
credit measures it will be reflected in the ratings.

Urbi has increased its geographic and product diversification over
the last several years.  Diversity in different places has
diminished the risks related to the operating concentration but
has meant more supervision and control in the existing cities and
the integration of the new regions.  In addition, the company's
sales mix provides flexibility to direct its commercial strategies
according to market needs.

Urbi is well positioned to benefit from expected strong growth in
the homebuilding market in Mexico.  The company owns a significant
amount of land, predominately in Baja California, Mexico City,
Guadalajara and Chihuahua, providing the company with flexibility
to meet growing demand for new homes.  At March 31, 2007, the
company had around five years of land reserves in the different
places where Urbi operates.

Urbi's operating profile is solid. Over the last five years
revenues have grown at a rapid 20.1% compound annual growth rate
while units sold increased from 17,711 to 29,283.  At March 31,
2007, sales and volume showed 22.0% and 27.4% growth compared with
the first quarter of 2006.  Over the same period, the company has
been able to maintain stable EBITDA margins of approximately 24.5%
by adhering to strict cost and expense controls, ability to
diversify its product mix, implementation of new sale schemes,
managing production with commercial cycles; and the construction
optimization as a result of the strategic alliance signed with
Outinord.

Urbi maintains a good financial position. Over the past five
years, total debt-to-EBITDA has moved around 1.4 times.  In 2006
the company began with a "Rent to Own" pilot program, provoking
the generation of accounts receivables with a different nature
than those previously generated by the ordinary operation of the
company, augmenting Urbi's leverage as a result of the utilization
of factoring agreements with recourse and translating into an
increase in the total debt-to-EBITDA ratio of 1.9x (from 1.1x in
2005).  At March 31, 2007, these operations have been fully
collected, positioning total debt-to-EBITDA at 1.2x.  In the same
period, the interest coverage ratio was 5.0x, similar to the
average obtained in the last five years.

Urbi's liquidity is adequate with a cash and marketable securities
balance of MXP2.1 billion and short-term debt of MXP1.3 billion
(40% of total debt), which in Fitch's opinion adds financial
flexibility to the company given the high working capital
requirements associated with the seasonality of the construction
cycle and timing of receipts of low-income mortgage funding;
besides, the company has been working with different options to
allow to extend its maturity profile and further lower refinancing
risks.

Fitch expects that operating and financial measures could remain
stable, and strengthen over the next few quarters, while the
company develops the suitable vehicle for "Alternativa Urbi", and
the benefits of the other projects are reflected in the financial
position.

Urbi is exposed to liquidity risks and working capital constraints
associated with the timing of government-related mortgage funding
of low-income homes.  Financial institutions providing such
funding include Infonavit, Sociedad Hipotecaria Federal, and
Fovissste.  The continued development of Mexico's mortgage market,
increasing alternatives of funding sources, more subsidies to low-
income workers, and increasing availability of credit in Mexico
are expected to somewhat lower these risks over the medium term
and support industry growth.

Urbi is one of the largest housing developers in Mexico.  The
company builds and sells houses mainly in the states of Baja
California, Sonora, Sinaloa, Chihuahua, Nuevo Leon,
Aguascalientes, Jalisco, and Mexico City's metropolitan area.  
Urbi specializes in affordable entry-level and low middle-income
housing, although it also participates in high middle-income and
upper-income housing segments.  At March 31, 2007 Urbi sold 7,170
houses and earned MXP10.6 billion in revenues.


WHITE KNIGHT: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: White Knight Holdings, Inc.
        700 St. John Street, Suite 301
        Lafayette, Louisiana 70501
        Tel: (318) 237-9965
        Fax: (318) 235-5872

Bankruptcy Case No.: 06-50422

Debtor-affiliate filing separate chapter 11 petitions on
July 11, 2007:

      Entity                                          Case No.
      ------                                          --------
      Knight Broadcasting of Baton Rouge
          License Corp.                               07-11749

      White Knight Broadcasting of Longview
          License Corp.                               07-11750

      White Knight Broadcasting of Natchez
          License Corp.                               07-11751

      White Knight Broadcasting of Shreveport
          License Corp.                               07-11752

      Warwick Communications, Inc.                    07-11754

Debtor-affiliate filing separate chapter 11 petitions on
June 7, 2006:

      Entity                                          Case No.
      ------                                          --------
      White Knight Broadcasting, Inc.                 06-50423
      White Knight Broadcasting of Shreveport, Inc.   06-50424
      White Knight Broadcasting of Baton Rouge, Inc.  06-50425
      White Knight Broadcasting of Longview, Inc.     06-50426
      White Knight Broadcasting of Natchez, Inc.      06-50427

Type of Business: The Debtors are media, television and
                  broadcasting companies and operate around 23
                  TV stations together with Communications
                  Corporation of America.

                  White Knight Holdings filed for chapter 11
                  protection together with Communications
                  Corporation of America (Bankr. W.D. La. Case No.
                  06-50410) and it subsidiaries, which are also
                  media companies.

                  White Knight and its debtor-affiliates chapter
                  11 cases are jointly administered with
                  Communications Corporation (Bankr. D. Del. Lead
                  Case No. 06-50410).

                  White Knight Holdings have entered into
                  commercial inventory agreements, joint sales
                  agreements, and shared services agreements with
                  Communications Corp.  However, both entities are
                  independent companies and are not affiliates of
                  each other.

                  The affiliates who filed on July 11, 2007, exist
                  to hold FCC licenses of the television stations
                  owned by some of the debtor who initially filed
                  for bankruptcy on June 7, 2006.

Chapter 11 Petition Date: June 7, 2006

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Gerald H. Schiff

Debtors' Counsel: R. Patrick Vance, Esq.
                  Matthew T. Brown, Esq.
                  Elizabeth J. Futrell, Esq.
                  Jones, Walker, Waechter, Poitevent,
                  Carrere & Denegre, LLP
                  201 St. Charles Avenue, 49th Floor
                  New Orleans, Louisiana 70170-5100
                  Tel: (504) 582-8000
                  Fax: (504) 589-8216

Schedules previously filed with the Court showed:

                                 Total Assets      Total Debts
                                 ------------      -----------
White Knight Holdings, Inc.      $35,219,490        $371,348,118

White Knight Broadcasting,       $35,228,794        $371,527,141
Inc.

White Knight Broadcasting of     $1,605,415         $371,401,531
   Shreveport, Inc.

White Knight Broadcasting of     $21,782,435        $371,726,895
   Baton Rouge, Inc.

White Knight Broadcasting of     $9,312,327        $371,546,946
   Longview, Inc.

White Knight Broadcasting of     $2,519,912        $371,440,721
   Natchez, Inc.


                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Knight Broadcasting of        $1 Million to      More than
Baton Rouge License Corp.     $100 Million       $100 Million

White Knight Broadcasting     $1 Million to      More than
of Longview License Corp.     $100 Million       $100 Million

White Knight Broadcasting     $1 Million to      More than
of Natchez License Corp.      $100 Million       $100 Million

White Knight Broadcasting     $1 Million to      More than
of Shreveport License Corp.   $100 Million       $100 Million

Warwick Communications, Inc.  Less than $10,000  Less than $10,000


Debtor's 18 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Preston-Patterson Co., Inc.                          $101,845
   P.O. Box 244
   Conshohocken, PA 19428-0244

   Fox Broadcasting Company                              $36,880
   FBC c/o Bank of America
   96616 Collection Center Drive
   Chicago, IL 60693

   Fox Broadcasting                                      $13,669
   Bank of America/Ernst & Young
   7576 Collection Center Drive
   Chicago, IL 60693

   Continental TV                                        $12,752

   Millennium TV                                          $9,219

   Nielsen Media Research                                 $4,873

   Katz Media                                             $4,096

   Kingworld Productions                                  $2,961

   Clear Channel Broadcasting, Inc.                       $1,560

   Dickstein Shapiro                                      $1,436

   Pillsbury Winthrop                                     $1,416

   Valero Marketing                                       $1,212

   SESAC                                                    $726

   Harris Corporation                                       $518

   Fulton Radio Supply Co., Inc.                            $504

   East Texas Copy Systems, Inc.                            $483

   Office Depot Credit Plan                                 $428

   Audio-Video Distributors                                 $397


WHITING PETROLEUM: Raises $16.5MM in Proceeds from Public Offering
------------------------------------------------------------------
Whiting Petroleum Corporation received net proceeds of
approximately $16.5 million, after deducting underwriting
discounts and commissions and estimated expenses of the offering.  
The underwriters of its common stock public offering have
purchased an additional 425,000 shares pursuant to an exercise of
their option to purchase additional shares of common stock to
cover overallotments.  
    
The offering, including the exercise of the overallotment option,
resulted in the total sale of 5,425,000 shares of Whiting's common
stock at a price of $40.50 to the public.  Whiting used all of the
net proceeds that it received from the offering to repay a portion
of the debt currently outstanding under its credit agreement.

Whiting intends to use the increased credit availability to pay
for capital expenditures related to accelerated drilling and
completion of wells and construction of processing facilities
primarily at its Boies Ranch and Jimmy Gulch prospect areas in
the Piceance Basin and Robinson Lake prospect area in the
Williston Basin.
    
Headquartered in Denver, Colorado, Whiting Petroleum Corporation,
(NYSE: WLL) -- http://www.whiting.com/-- is an independent oil   
and gas company that acquires, exploits, develops and explores for
crude oil, natural gas and natural gas liquids primarily in the
Permian Basin, Rocky Mountains, Mid-Continent, Gulf Coast and
Michigan regions of the United States.

                           *     *     *

Moody's Investor Services assigned a 'Ba3' on Whiting Petroleum
Corp.'s long term corporate family rating and probability of
default.  The outlook is stable.

The company's long term foreign and local issuer credit carry
Standard and Poor's 'BB-' ratings.  The outlook is stable.


WORLDGATE COMMS: Nasdaq Stays Delisting Until Aug. 9 Hearing
------------------------------------------------------------
WorldGate Communications Inc. confirmed that the previously
announced delisting action by the Nasdaq Stock Market has been
stayed pending an appeal hearing before the Nasdaq Listing
Qualifications Panel.

The hearing is scheduled to take place on Aug. 9, 2007.

Accordingly, WorldGate's common stock will continue to be listed
on the Nasdaq Capital Market pending a final written decision by
the Nasdaq Listing Qualifications Panel subsequent to the August
9th hearing.

There can be no assurance the Panel will grant the company's
request for continued listing.

                  About WorldGate Communications

Based in Trevose, Pennsylvania, WorldGate Communications Inc.
(NASDAQ: WGAT) -- http://www.wgate.com/-- designs, manufactures,  
and distributes the Ojo line of personal video phones.  Ojo
personal video phones offer real-time, two-way video
communications with video messaging.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 21, 2007,
Marcum & Kliegman LLP, in Melville, New York, expressed
substantial doubt about WorldGate Communications Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and accumulated deficit
of $247 million at Dec. 31, 2006.


* Fitch Places Ratings on 33 Note Classes Under Watch Negative
--------------------------------------------------------------
Fitch Ratings has placed 33 classes from 19 structured finance
CDOs on Rating Watch Negative for potential downgrades.  Fitch
also maintains RWN on eight classes of four SF CDOs which were
placed on RWN June 22, 2007.  These actions are a direct result of
collateral deterioration, specifically subprime RMBS, whereby
significant portions of the portfolio have been downgraded, placed
on RWN or 'Under Analysis' by either Fitch, Moody's or S&P in
recent weeks.  Fitch rates approximately $54.4 billion notes from
160 U.S. mezzanine SF CDOs and approximately $39.6 billion notes
from 41 U.S. high-grade SF CDOs.  The actions, combined with the
four CDOs place on RWN on June 22, 2007, affect approximately
$803 million.

Fitch's actions follow a review of SF CDO exposure to assets that
have been downgraded or are currently RWN by Fitch, Moody's or
S&P.  All of the affected SF CDOs have a significant portion of
their portfolio that have either been downgraded, placed on RWN or
'Under Analysis' since Fitch's last credit committee.  
Additionally, Fitch factored in exposure to 2006 vintage closed-
end second lien RMBS exposure, regardless of any rating activity,
based on the severe underperformance of this sub-sector.  

Other significant factors considered in the rating watch process
included the severity of any downgraded assets, expected impact on
CDO structural features and the degree of additional stress the
tranches should be able to withstand before the existing ratings
would be at risk for downgrade.  Fitch expects the magnitude of
the prospective rating actions to range from two to five notches
on most of the notes placed on RWN over the next several weeks
after conducting full analysis of each transaction.  Fitch's
analysis will follow the existing surveillance process which
includes full cash flow modeling and discussion with Collateral
Managers to understand their management plans.  Of note, however,
to the degree a significant portion of CDO collateral remains on
RWN or is considered at increased risk in Fitch's view, Fitch will
maintain some classes of SF CDOs on RWN.  Furthermore, should
collateral deterioration continue, additional SF CDOs will be
affected.

Fitch also revised its CDO rating methodology to reflect the
increased default risk evidenced in U.S. subprime RMBS bonds
issued since 2005.  The higher delinquencies and losses being
realized in the late 2005 and 2006 vintage subprime RMBS is a
clear departure from the historical performance of earlier
vintages for this asset class.  The revised rating methodology
modifies Fitch's CDO modeling assumptions by increasing the
default probability by 25% for U.S. subprime RMBS bonds issued
since 2005.  Fitch's primary CDO analytical model, the Default
VECTOR model, provides users sufficient flexibility to incorporate
this revision by adding a default probability multiplier.  A new
version of VECTOR will be made available to the public in the near
future that directly incorporates these revisions.  This revised
rating methodology will apply to all SF CDOs as of July 13, 2007.  
Fitch recognizes the performance of recent vintage subprime RMBS
transactions are experiencing extreme volatility and may further
adjust these assumptions as appropriate in the future.

Additionally, Fitch rates 53 European and Asian SF CDOs which have
combined exposure to $22 billion of U.S. subprime RMBS.  However,
these transactions have not seen significant deterioration in the
underlying portfolios to date.  Only 11 of these European CDOs
have limited exposure to U.S. subprime securities which
experienced downgrades or have been placed on RWN.  These CDOs
have sufficient credit enhancement to maintain the current
ratings.

Fitch will host a teleconference with members from Fitch's U.S.
RMBS and Derivative Fitch teams to discuss today's announcements
on Wednesday, July 18th at 11am.  Call information will be
announced in a separate news release.

Fitch has placed the ratings on these U.S. CDO notes on Rating
Watch Negative:

Bristol CDO I, Ltd.

    -- $30,000,000 class B notes 'B/DR2'.

Charles River CDO I, Ltd.

    -- $3,000,000 class B-F notes 'BBB';
    -- $18,000,000 class B-V notes 'BBB';
    -- $4,800,000 class C notes 'BB'.

Commodore CDO II Ltd.

    -- $9,520,283 class C notes 'BBB'.

Dunloe 2005-1, Ltd.

    -- $20,000,000 class C notes 'A-'.

E*TRADE ABS CDO I, Ltd./LLC

    -- $25,000,000 class B notes 'BBB';
    -- $9,321,800 class C-1 notes 'CC'/'DR3';
    -- $3,384,239 class C-2 notes 'CC'/'DR3'.

Glacier Funding CDO II, Ltd.

    -- $18,614,769 class C notes 'BBB';
    -- $4,000,000 class D notes 'BB'.

Glacier Funding CDO III, Ltd.

    -- $2,781,311 class D notes 'BB+'.

GSC ABS CDO 2006-2m, Ltd./Corp.

    -- $21,000,000 class E notes 'BBB';
    -- $4,785,973 class F notes 'BB+';
    -- $4,785,973 class G notes 'BB'.

GSC ABS CDO 2006-4u, Ltd.

    -- $33,000,000 class B notes 'BBB';
    -- $10,000,000 class C notes 'BB+'.

Mercury CDO 2004-1, Ltd.

    -- $17,000,000 class C notes 'BBB'.

Northwall Funding CDO I Ltd./Inc

    -- $18,000,000 class C notes 'BBB'.

NovaStar ABS CDO I Ltd.

    -- $15,700,000 class D notes 'BBB'.

Orion 2006-1, Ltd.

    -- $77,000,000 class C notes 'A';
    -- $33,120,000 class D notes 'BBB'.

Pyxis ABS CDO 2006-1 Ltd.

    -- $89,000,000 class C notes 'A';
    -- $40,836,000 class D notes 'BBB'.

Saturn Ventures I, Inc.

    -- $17,958,264 class B notes 'BBB+'.

Saybrook Point CBO II, Ltd.

    -- $12,000,000 class C-1 notes 'BBB';
    -- $6,000,000 class C-2 notes 'BBB';
    -- $12,000,000 Preference Shares 'BB+'.

SFA ABS CDO III Ltd.

    -- $50,000,000 class B notes 'A-';
    -- $12,579,150 class C notes 'B'.

South Coast Funding II Ltd.

    -- $32,500,000 class B notes 'BB-'.

STACK Ltd., Series 2005-1

    -- $31,000,000 class series D USD notes 'BBB';
    -- JPY500,000,000 class series D JPY notes 'BBB'.


* S&P Provides Comments on Subprime Ratings CrediWatch Actions
--------------------------------------------------------------
Standard & Poor's Ratings Services addressed the July 10, 2007,
CreditWatch actions on 612 U.S. residential mortgage-backed
securities backed by U.S. first-lien subprime mortgage collateral
rated from the fourth quarter of 2005 through the fourth quarter
of 2006 (originally stated to represent $12.018 billion in rated
securities and later corrected to $7.35 billion).  Furthermore,
Standard & Poor's also addressed the CreditWatch actions taken
before July 10, 2007, involving 70 classes of RMBS backed by
first-lien subprime mortgage collateral rated from the fourth
quarter of 2005 through the fourth quarter of 2006.

Regarding the July 10, 2007, CreditWatch actions affecting 612
classes of RMBS backed by first-lien subprime mortgage collateral,
498 classes were downgraded, 26 classes remain on CreditWatch, and
the ratings on 74 classes were affirmed and removed from
CreditWatch.  Additionally, the ratings on nine other classes were
affirmed and removed from CreditWatch because they involve
Alternative A mortgage collateral and were not intended to be
included in July 10, 2007, action.  These nine classes are from
the following deals: GSAA Home Equity Loan Trust 2006-5, Lehman XS
Trust 2006-7, and Luminent Mortgage Trust 2005-1, and will be
addressed when Standard & Poor's reviews transactions backed by
Alternative A mortgage collateral.

The ratings on 26 classes remain on CreditWatch because the issuer
has appealed the decision based on the presence of mortgage
insurance in those transactions.  S&P are currently reviewing this
appeal.  In addition, the ratings on five other classes remain on
CreditWatch because they are backed by closed-end second-lien
mortgage collateral and will be addressed when Standard & Poor's
reviews transactions backed by closed-end second-lien mortgage
collateral.

Regarding the 70 classes placed on CreditWatch before July 10,
2007, 64 were downgraded and six remain on CreditWatch.  Three
classes remain on CreditWatch because the issuer is appealing the
decision based on the presence of mortgage insurance and we are
reviewing this appeal.  Three classes remain on CreditWatch
because they were placed on CreditWatch before July 10, 2007, and
involve either closed-end second-lien or Alternative A mortgage
collateral.  They will be addressed when Standard & Poor's reviews
transactions backed by closed-end second-lien and Alternative A
mortgage collateral.

These actions follow Standard & Poor's announcement on July 10,
2007, of its revised methodology for assigning new ratings to and
surveilling RMBS transactions backed by U.S. first-lien subprime
mortgage collateral rated from the fourth quarter of 2005 through
the fourth quarter of 2006.  

Of the 612 classes placed on CreditWatch on July 10, 2007, the 498
downgraded classes total approximately $5.69 billion in rated
securities, which represents 1.01% of the $565.3 billion in U.S.
RMBS first-lien subprime mortgage collateral rated by Standard &
Poor's between the fourth quarter of 2005 and the fourth quarter
of 2006.  The 64 downgraded classes that were placed on
CreditWatch before July 10, 2007, total approximately
$700.9 million, which represents 0.12% in RMBS first-lien subprime
mortgage collateral rated between the fourth quarter of 2005 and
the fourth quarter of 2006.  The combined impact of these 562
downgrades total approximately $6.39 billion in rated securities,
or 1.13% of all RMBS first-lien subprime mortgage collateral rated
by Standard & Poor's between the fourth quarter of 2005 and the
fourth quarter of 2006.

The ratings associated with the downgraded classes, as a
percentage of the total $6.39 billion in downgraded securities,
are:

        Rating   Percent
        ------   -------
        AA        0.07%
        AA-       0.22%
        A+        1.66%
        A         4.61%
        A-        6.79%
        BBB+     14.01%
        BBB      17.96%
        BBB-     24.49%
        BB+      16.58%
        BB       11.24%
        BB-       1.06%
        B         1.31%

Standard & Poor's is also reviewing its ratings on classes of RMBS
backed by U.S. closed-end second-lien mortgage collateral rated
from the beginning of the fourth quarter of 2005 through the end
of the fourth quarter of 2006, and will most likely announce any
rating changes next week.  Thereafter, Standard & Poor's will
undertake a review of RMBS backed by U.S. Alternative A mortgage
collateral and net interest margin securities rated from the
beginning of the fourth quarter of 2005 through the end of the
fourth quarter of 2006.


* McGlinchey Stafford Among America's Top Law Firms in 2007
-----------------------------------------------------------
McGlinchey Stafford PLLC has been named by Chambers USA: America's
Leading Lawyers for Business 2007 as one of the top law firms in
the country, garnering distinction for eight of its practice
groups and 13 of its attorneys.

The firm was listed as one of the top firms in the nation in
Consumer Financial Services Regulation, with attorneys Bennet
Koren and Mark Edelman gaining recognition as two of the best in
lawyers in the field nationwide.  

Additionally, the firm was recognized as one of the nation's top
firms for Product Liability.  Colvin "Woody" Norwood was listed as
one of the best attorneys in this field with particular emphasis
on his expertise in the automobile industry.

"To be recognized by our clients and peers as leaders in these
areas is an extraordinary accomplishment," said Rudy Aguilar,
managing member of McGlinchey Stafford. "This is truly an honor
for our firm."

McGlinchey Stafford rankings include:

  A. Practice Groups

     Consumer Financial Services Regulation (National)
     Banking & Finance (Louisiana)
     Corporate/M&A (Louisiana)
     Gaming & Licensing (Louisiana)
     Labor & Employment (Louisiana, Mississippi)
     Litigation (Mississippi)
     Real Estate (Louisiana)

  B. Attorneys

     Mark S. Edelman, Esq.        -- Consumer Financial Services
                                     Regulation (National)
     Bennet S. Koren, Esq.        -- Consumer Financial Services
                                     Regulation (National)
     Colvin G. Norwood, Esq.      -- Products Liability; Products
                                     Liability: Automotive (Nat'l)
     Rodolfo J. Aguilar Jr., Esq. -- Corporate/M&A (Louisiana)
     Rudy Cerone, Esq.            -- Corporate/M&A: Bankruptcy
                                     (Louisiana)
     R. Keith Colvin, Esq.        -- Real Estate (Louisiana)
     James Fantaci, Esq.          -- Corporate/M&A (Louisiana)
     Deborah Harkins, Esq.        -- Gaming & Licensing
                                     (Louisiana)
     Tim Lindsay, Esq.            -- Labor & Employment
                                     (Mississippi)
     Michael H. Rubin             -- Banking & Finance (Louisiana)
     Hunter Twiford, Esq.         -- Litigation (Mississippi)
     Paul Slocomb West, Esq.      -- Gaming & Licensing
                                     (Louisiana)
     David S. Willenzik           -- Banking & Finance (Louisiana)

The Chambers peer assessment system ranks attorneys on their
technical legal ability, professional conduct, client service,
commercial astuteness, diligence, commitment, and other qualities
most valued by the client.

                     About Mcglinchey Stafford

McGlinchey Stafford PLLC - http://www.mcglinchey.com/-- is a  
commercial law firm with eight offices located in Louisiana,
Mississippi, New York, Ohio and Texas.  Key areas of practice
include banking and consumer financial services, business and
corporate law, environmental, gaming, labor and employment, trust,
wills and estates, government relations, healthcare, litigation,
real estate and taxation.


* BOND PRICING: For the week of July 9 - July 13, 2007
------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
AHI-DFLT07/05                         8.625%  10/01/07     71
Aladdin Gaming                       13.500%  03/01/10      0
Albertson's Inc                       6.520%  04/10/28     74
Allegiance Tel                       11.750%  02/15/08     51
Allegiance Tel                       12.875%  05/15/08     16
Amer & Forgn Pwr                      5.000%  03/01/30     66
Atherogenics Inc                      1.500%  02/01/12     47
Atlantic Coast                        6.000%  02/15/34      6
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
Budget Group Inc                      9.125%  04/01/06      0
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     38
Cell Therapeutic                      5.750%  06/15/08     72
Collins & Aikman                     10.750%  12/31/11      2
Color Tile Inc                       10.750%  12/15/01      0
Comprehensive Care                    7.500%  04/15/10     60
Decode Genetics                       3.500%  04/15/11     73
Decode Genetics                       3.500%  04/15/11     72
Delta Mills Inc                       9.625%  09/01/07     16
Desa Intl Inc                         9.875%  12/15/07      0
Deutsche Bank NY                      8.500%  11/15/16     66
Diamond Triumph                       9.250%  04/01/08     64
Dura Operating                        8.625%  04/15/12     66
Dura Operating                        9.000%  05/01/09     11
Dura Operating                        9.000%  05/01/09      7
Dvi Inc                               9.875   02/01/04     10
Encysive Pharma                       2.500%  03/15/12     64
Exodus Comm Inc                      11.250%  07/01/08      0
Fedders North Am                      9.875%  03/01/14     33
Finova Group                          7.500%  11/15/09     21
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     73
Ford Motor Co                         6.625%  02/15/28     74
Ford Motor Co                         6.625%  10/01/28     74
Golden Books Pub                     10.750%  12/31/04      0
Gulf States STL                      13.500%  04/15/03      0
Insight Health                        9.875%  11/01/11     31
Iridium LLC/CAP                      10.875%  07/15/05     15
Iridium LLC/CAP                      11.250%  07/15/05     16
Iridium LLC/CAP                      13.000%  07/15/05     18
Iridium LLC/CAP                      14.000%  07/15/05     17
JTS Corp                              5.250%  04/29/02      0
Kaiser Aluminum                       9.875%  02/15/02     21
Kaiser Aluminum                      12.750%  02/01/03     11
Kellstrom Inds                        5.500   06/15/03      2
Lehman Bros Holding                  10.000%  10/30/13     69
Lehman Bros Holding                  11.000%  10/25/17     75
Liberty Media                         3.750%  02/15/30     62
Liberty Media                         4.000%  11/15/29     66
Lifecare Holding                      9.250%  08/15/13     67
Missouri PAC RR                       5.000%  01/01/45     75
Motorola Inc                          5.220%  10/01/97     71
Movie Gallery                        11.000%  05/01/12     22
New Orl Grt N RR                      5.000%  07/01/32     66
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     72
O'Sullivan Ind                       10.630%  10/01/08      0
Oakwood Homes                         7.875%  03/01/04     11
Oscient Pharma                        3.500%  04/15/11     74
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09     25
Pac-West Telecom                     13.500%  02/01/09     11
PCA LLC/PCA FIN                      11.875   08/01/09      5
Pegasus Satellite                     9.625%  10/15/49      0
Pegasus Satellite                    12.375%  08/01/08      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Primus Telecom                        3.750%  09/15/10     73
Primus Telecom                        8.000%  01/15/14     73
Radnor Holdings                      11.000%  03/15/10      0
Read-Rite Corp                        6.500%  09/01/04      0
RJ Tower Corp.                       12.000%  06/01/13      3
Scott Cable Comm                     16.000%  07/18/02      0
SLM Corp                              5.500%  06/15/29     74
SLM Corp                              5.500%  03/15/30     73
SLM Corp                              5.500%  03/15/30     74
SLM Corp                              5.500%  12/15/30     74
SLM Corp                              5.600%  12/15/29     74
SLM Corp                              5.750%  03/15/30     75
SLM Corp                              5.850%  12/15/31     75
Spacehab Inc                          5.500%  10/15/10     52
Times Mirror Co                       7.250%  11/15/96     69
Tom's Foods Inc                      10.500%  11/01/04      2
Tousa Inc                             7.500%  03/15/11     71
Tousa Inc                             7.500%  01/15/15     68
TransTexas Gas                       15.000%  03/15/05      0
United Air Lines                      9.200%  03/22/08     52
United Air Lines                     10.125%  03/22/15     52
United Homes Inc.                    11.000%  03/15/05      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.680%  06/27/08     14
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
USAutos Trust                         2.212%  03/03/11      7
Vesta Insurance Group                 8.750%  07/15/25      4
Werner Holdings                      10.000%  11/15/07      3
Westpoint Steven                      7.875%  06/15/05      0
Westpoint Steven                      7.875%  06/15/08      0
Wheeling-Pitt St                      5.000%  08/01/11     70
Wheeling-Pitt St                      6.000%  08/01/10     70
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0

                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

                    *** End of Transmission ***