TCR_Public/070717.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 17, 2007, Vol. 11, No. 167

                             Headlines

201 FOREST: Court Approves Hanify & King as Bankruptcy Counsel
ABITIBI-CONSOLIDATED: ISS Urges Holders to Vote for Bowater Merger
ADVANTA BUSINESS: S&P Affirms BB Ratings on Five Note Classes
ALBERTO DELGADO: Case Summary & Twelve Largest Unsecured Creditors
ALLIANT HOLDINGS: S&P Assigns Counterparty Credit Rating at B-

ALLIS-CHALMERS: Strata Enters New Employment Agreement with CEO
ALPER HOLDINGS: Case Summary & Nine Largest Unsecured Creditors
ALPHA MEDIA: Moody's Rates Corporate Family Rating at B1
BARBARA BARKER: Case Summary & Nine Largest Unsecured Creditors
BCBG MAZ: Moody's Downgrades Corporate Family Rating to B3

BCE INC: Inks Acquisition Deal with Teachers' Private Consortium
BOSTON SCIENTIFIC: To Pay $195 Mil. to Settle Product Lawsuits
BOWATER INC: ISS Urges Abitibi Shareholders to Vote for Merger
BPO MANAGEMENT: Posts $1.4 Million Net Loss in Qtr. Ended March 31
BRIAN SNYDER: Case Summary & 12 Largest Unsecured Creditors

CARLA SILVA: Case Summary & 19 Largest Unsecured Creditors
CASTLE ROCK: General Unsecured Creditors to Get 100% Under Plan
CDC COMMERCIAL: S&P Lifts Ratings on Eight Certificate Classes
CENTERSTAGING CORP: March 31 Balance Sheet Upside-down by $10.3MM
CHARLES CHRISTIAN: Case Summary & 20 Largest Unsecured Creditors

CITATION CORP: Vulnerable Profile Cues S&P's B+ Corporate Credit
CITIGROUP MORTGAGE: Moody's Rates Class M-11 Certificates at Ba2
CLAREGOLD TRUST: Moody's Rates $2.1 Mil. Class L Certs. at (P)B3
COMMUNICATIONS CORPORATION: Files Amended Disclosure Statement
CUMMINS INC: Board Increases Cash Dividend by 39%

DAYTONA BEACH: Voluntary Chapter 11 Case Summary
DILLARD'S INC: Sales Down by $2.1 Mil. for Five Weeks Ended July 7
DIRECTED ELECTRONICS: Financial Concerns Cue S&P's Neg. Outlook
DIXIE GROUP: Restates Annual and Quarterly Financial Results
DOWNSTREAM DEVELOPMENT: Moody's Rates $235 Million Notes at B3

DOWNSTREAM DEVELOPMENT: S&P Assigns Corp. Credit Rating at B-
EAGLEPICHER CORP: S&P Rates Proposed $220MM Facilities at BB-
EAST VALLEY: Narrow Business Focus Cues S&P's B+ Credit Rating
ECHOSTAR COMM: March 31 Balance Sheet Upside-down by $30.5 Million
EL TALLER: Case Summary & 20 Largest Unsecured Creditors

FEC RESOURCES: Posts Net Loss of CDN$3.3 Million in 2006
FITNESS COMPANY: Case Summary & 40 Largest Unsecured Creditors
FORD MOTOR: Mulling Sale of Volvo Brand, Sources Say
GRANT FOREST: Moody's Affirms B2 Corporate Family Rating
GXS WORLDWIDE: Moody's Affirms Corporate Family Rating at B2

GXS WORLDWIDE: S&P Affirms B Rating and Revises Outlook to Stable
HOLLINGER INT'L: Black Guilty of Fraud and Obstruction of Justice
HYDROCHEM INDUSTRIAL: Moody's Junks Rating on 2nd Lien Loan
HYDROCHEM INDUSTRIAL: S&P Holds CCC+ Rating on 2nd Lien Loan
HYLAND SOFTWARE: Moody's Rates Corporate Family Rating at B2

INTEGRA TELECOM: High Business Risks Cue S&P's B- Credit Rating
INT'L MANAGEMENT: Trustee Taps GlassRatner for Valuation Services
INTERNATIONAL PAPER: Names Timothy Nicholls as CFO and Senior VP
IRON AGE: Taps Richardson as Accountants on Profit Sharing Plan
JORDYN HOLDINGS: Wants Court Nod to Sell Florida Real Estate

K-SEA TRANSPORTATION: S&P Places BB- Rating on Negative Watch
KESSLER HOSPITAL: Disclosure Statement Hearing Set on July 23
LOTHIAN OIL: Court Okays Haynes and Boone as Bankruptcy Counsel
MASSACHUSETTS EYE: Moody's Rates Series 1998 Bonds at Ba1
MCJUNKIN CORP: Moody's Reviews B1 Corporate Family Rating

NARROWSTEP INC: May 31 Balance Sheet Upside-down by $1.2 Million
ORBITZ WORLDWIDE: S&P Rates Proposed $800MM Facility at BB-
ORESTE'S MANAGEMENT: Case Summary & 77 Largest Unsecured Creditors
PHILLIPS-VAN HEUSEN: Good Performance Cues S&P to Lift Ratings
PLAYTEX PRODUCTS: Energizer Deal Cues Moody's to Review Ratings

PLAYTEX PRODUCTS: Energizer Deal Cues S&P's Positive CreditWatch
RADIATION THERAPY: Moody's Affirms B1 Corporate Family Rating
RAPTOR NETWORKS: Dismisses Comiskey & Company as Auditing Firm
REAR STILL: Voluntary Chapter 11 Case Summary
REPRO MED: May 31 Balance Sheet Upside-down by $755,511

RIDER BENNETT: Case Summary & 20 Largest Unsecured Creditors
SAFETY GUIDE: Case Summary & 20 Largest Unsecured Creditors
SAKS INCORPORATED: Sales Down by 3.9% for Five Weeks Ended July 7
SANTA BARBARA: U.S. Trustee Wants Case Converted to Chapter 7
STANDARD AERO: Prices $200 Mil. of 8-1/4% Senior Notes Offering

STANDARD PACIFIC: Fitch Affirms BB Issuer Default Rating
TOTAL SAFETY: $10MM Additional Loan Cues S&P to Affirm Ratings
TRAVELPORT HOLDINGS: Lower Proceeds Cue S&P to Revise Outlook
TRIOMPHE RE: Moody's Rates $40 Million Term B Facility at Ba1
UNIVERSAL COMPRESSION: Unit to Redeem $175 Million Senior Notes

VINTAGE FAIRE: Case Summary & Eight Largest Unsecured Creditors
VIRTUAL FONLINK: Case Summary & 20 Largest Unsecured Creditors
WHOLE FOODS: SEC Conducts Probe Over CEO's Internet Postings

* Moody's Issues Corrections on Previously Released Actions

* NachmanHaysBrownstein Appoints Four Restructuring Professionals

* Large Companies with Insolvent Balance Sheets

                             *********

201 FOREST: Court Approves Hanify & King as Bankruptcy Counsel
--------------------------------------------------------------
201 Forest Street LLC obtained authority from the U.S. Bankruptcy
Court for the District of Massachusetts, Western Division, to
employ Hanify and King Professional Corporation as its bankruptcy
counsel.

Hanify and King is expected to:

   a) advise the Debtor with respect to its rights, power and
      duties as debtor-in-possession in the continued operation of
      its business and management of its assets;

   b) advise the Debtor with respect to any plan of reorganization
      and any other matter relevant to the formulation and
      negotiation of a plan or plans of reorganization;

   c) represent the Debtor at all hearings and matters pertaining
      to its affairs as Debtor and debtor-in-possession;

   d) prepare on behalf of the Debtor all necessary and
      appropriate applications, motions, answers, orders, reports
      and other pleadings and other documents and review all
      financial and other reports filed in this Chapter 11 case;

   e) advise and assist the Debtor in the negotiation and   
      documentation, financing agreements, debts and cash
      collateral orders and related transactions;

   f) review and analyze the nature and validity of any liens
      asserted against the Debtor's property and advise the Debtor
      concerning the enforceability of such liens;

   g) advise the Debtors regarding its ability to initiate actions
      to collect and recover property for the benefit of its
      estate;

   h) advise and assist the Debtor in connection with any
      potential property dispositions;

   i) advise the Debtor concerning executory contract and
      unexpired lease assumptions, lease assignments, rejections,
      rejections and restructurings and recharacterization of
      contracts and leases;

   j) review and analyze various claims and preparation, filing or
      prosecution of any objections to claims;

   k) commence and conduct any and all litigation necessary to
      assert rights held by the Debtor, protect assets of the    
      Debtor's Chapter 11 estate or otherwise further the goal of
      completing the debtor's successful reorganization other than
      matters to which the Debtor retains special counsel; and

   l) perform legal services and provide necessary legal advise to
      the Debtor, necessary in the bankruptcy proceeding.

D. Ethan Jeffery, Esq., a shareholder of Hanify and King
Professional Corporation tells the Court that the firm received
$15,000 as security retainer in connection with its post petition
advice.  Mr. Jeffery did not specify the hourly compensation of
the professionals that will render services for this case.

Mr. Jeffery assures the Court that his firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Jeffery can be contacted at:

    D. Ethan Jeffery, Esq.
    Hanify & King, Professional Corporation
    One Beacon Street, 21st Floor
    Boston, MA 02108-3107
    Telephone (617) 226-3410

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


ABITIBI-CONSOLIDATED: ISS Urges Holders to Vote for Bowater Merger
------------------------------------------------------------------
The Institutional Shareholder Services Inc. has recommended that
Abitibi-Consolidated Inc.'s shareholders vote "for" the proposed
combination with Bowater Incorporated.  ISS is the provider of
corporate governance and proxy voting solutions.

"We are very pleased that, after completing an independent and
comprehensive review, ISS has recommended to support the proposed
combination," John Weaver, president and CEO of Abitibi-
Consolidated, said.  

"In my view, this represents another confirmation of the strategic
and economic benefits the proposed combination will create for our
shareholders, in particular with the $250 million synergies.  It
is good to see ISS confirming what the Board of directors has
recommended in a unanimous vote.  We encourage shareholders to
vote "for" the proposed combination with Bowater," Mr. Weaver
added.

The combined company will be called AbitibiBowater Inc., which
will own or operate 32 pulp and paper facilities and 35 wood
product facilities located mainly in Eastern Canada and the
Southeastern U.S.

Copies of the definitive joint proxy statement/prospectus/
management information circular and the filings with the SEC and
the Canadian securities regulatory authorities that will be
incorporated by reference in the definitive joint proxy
statement/prospectus/management information circular can be
obtained, without charge, by directing a request to:

     Abitibi-Consolidated
     Attention: Investor Relations Department
     1155 Metcalfe Street, Suite 800
     Montreal, Quebec, Canada H3B 5H2
     Telephone (514) 875-2160

                or

     Bowater Incorporated
     Attention: Investor Relations Department
     55 E. Camperdown Way
     Greenville, SC, USA, 29602
     Telephone (864) 282-9473

                  About Bowater Incorporated

Bowater Inc. (NYSE: BOW, TSX: BWX) -- http://www.bowater.com/
-- produces coated and specialty papers and newsprint.  In
addition, the company sells bleached market pulp and lumber
products.  Bowater has 12 pulp and paper mills in the United
States, Canada, and South Korea.  In North America, it also owns
two converting facilities and 10 sawmills.  Bowater's operations
are supported by approximately 835,000 acres of timberlands owned
or leased in the United States and Canada and 28 million acres of
timber cutting rights in Canada.  Bowater operates six recycling
plants and is one of the world's largest consumers of recycled
newspapers and magazines.

                  About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
(NYSE: ABY, TSX: A) -- http://www.abitibiconsolidated.com/--     
supplies newsprint and commercial printing papers and produces
wood products, serving clients in some 70 countries from its 45
operating facilities.  Abitibi-Consolidated is one of the
recyclers of newspapers and magazines in North America.  

                          *      *      *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services lowered its ratings, including
the long-term corporate credit rating to 'B' from 'B+', on
Abitibi-Consolidated Inc.  The outlook is negative.


ADVANTA BUSINESS: S&P Affirms BB Ratings on Five Note Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services upgraded the class B notes
issued out of Advanta Business Card Master Trust's series 2001-A
to 'A+' from 'A'.  Concurrently, S&P affirmed the ratings on all
other classes from this series, as well as on all of the classes
issued out of the ADVANTA series.
     
The upgrade reflects solid performance of the master trust's
underlying pool of credit card receivables.  Net losses have shown
significant and sustained improvement in their gradual decline
from an average of 8.98% in 2002 to an average of 3.52% in 2006.  
In addition, average payment rates increased or remained stable
during the same period.  The net loss and payment rate
performances reflect the sustained improvement in the trust's
credit quality and Advanta's emphasis on rewards-based strategies.  
The reward programs are geared toward encouraging customer loyalty
and originating a greater percentage of transactors or borrowers
with a propensity to pay a good portion, if not the full balance,
of their credit cards each month.  Advanta's enhanced underwriting
guidelines, coupled with a favorable macroeconomic environment,
also contributed to the positive performance trends.
     
These developments resulted in a decrease in credit enhancement
levels for Advanta Business Card Master Trust's ADVANTA series
class A notes to 17.00% from 18.50% and for the class B notes to
8.50% from 9.50%.  Standard & Poor's expects the current credit
enhancement levels to be sufficient to support the series 2001-A
class B notes at the higher rating and has affirmed the ratings on
all outstanding tranches of the ADVANTA series class A, B, C, and
D notes.

                         Rating Raised
     
              Advanta Business Card Master Trust
               Asset-backed notes series 2001-A

                                     Rating
                                     ------
            Series    Class     To            From
            ------    -----     --            ----
            2001-A    B         A+            A


                       Ratings Affirmed

             Advanta Business Card Master Trust
              Asset-backed notes series 2001-A

                 Series    Class     Rating
                 ------    -----     ------
                 2001-A    A         AAA     
                 2001-A    C         BBB
                 2001-A    D         BB
   

            Advanta Business Card Master Trust
             Asset-backed notes ADVANTA series

                 Series    Class     Rating
                 ------    -----     ------
                 2004-C1   C         BBB
                 2004-D1   D         BB
                 2005-A1   A         AAA
                 2005-A2   A         AAA
                 2005-A3   A         AAA
                 2005-A4   A         AAA
                 2005-B1   B         A
                 2005-C1   C         BBB
                 2005-D1   C         BBB
                 2006-A1   A         AAA
                 2006-A2   A         AAA
                 2006-A3   A         AAA
                 2006-A4   A         AAA
                 2006-A5   A         AAA
                 2006-A6   A         AAA
                 2006-A7   A         AAA
                 2006-B1   B         A
                 2006-B2   B         A
                 2006-C1   C         BBB
                 2006-D1   D         BB
                 2006-D2   D         BB
                 2006-D3   D         BB
                 2007-A1   A         AAA
                 2007-A2   A         AAA
                 2007-A3   A         AAA
                 2007-A4   A         AAA


ALBERTO DELGADO: Case Summary & Twelve Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Alberto J. Toledo Delgado
        Liza A. Adorno Garcia
        H.C. 04 Box 30270
        Hatillo, PR 00659

Bankruptcy Case No.: 07-03764

Chapter 11 Petition Date: July 3, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co.
                  Centro Internacional de Mercadeo
                  Road 165 torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404

Total Assets: $4,457,395

Total Debts:  $4,035,780

Debtor's Twelve Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Eurobank                    value of collateral:      $351,412
P.O. Box 191009             $145,545
San Juan, PR
00919-1009

Farmer Home Farm Services                             $155,226
Agency
1562 Avenue Miramar
Suite 2, Caribbean
Cinema Building
Arecibo, PR 00612

Federacion Asociaciones                               $105,000
Pecuarias de PR
P.O. Box 2635
Mayaguez, PR
00681-2635

B.B.V.A.                    value of collateral:       $85,000
                            $51,700

A.P.L.H. Asociacion                                    $60,000
Productores Leche Hatillo
P.O. Box 2635
Mayaguez, PR 00681-2635

Tender Mills, Inc.                                     $50,000

Banco Popular de PR                                    $33,938

U.S. Department of                                      $2,478
Education
Direct Loan Servicing
Center

Manuel Valentin & Associates                            $2,175

Money Express                                           $1,956

Banco Popular de PR                                     $1,181

Puerto Rico                                                $66


ALLIANT HOLDINGS: S&P Assigns Counterparty Credit Rating at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' counterparty
credit rating to Alliant Holdings I Inc. (formerly known as
Alliant Resources Group Inc.).
     
Standard & Poor's also said that the outlook on Alliant is stable.
     
At the same time, Standard & Poor's assigned its 'B-' senior
secured bank loan rating to Alliant's proposed $420 million of
senior secured credit facilities, which consist of a $360 million
seven-year first-lien senior secured loan and a $60 million six-
year revolver.  In addition, Standard & Poor's assigned its 'CCC'
senior unsecured debt rating to Alliant's proposed $290 million
eight-year second-lien senior unsecured notes.
     
The proceeds will be used to finance a proposed $1.1 billion
acquisition of Alliant by private-equity sponsor The Blackstone
Group and management.  In addition, the proceeds will refinance
Alliant's $348.4 million of existing net debt.  Following the
acquisition by Blackstone, Alliant's highly leveraged capital
structure will constrain its financial flexibility.
      
"The ratings actions are in response to the company's plans to
further leverage its balance sheet, resulting in weakened adjusted
fixed-charge coverage," said Standard & Poor's credit analyst
Tracy Dolin.  "Partially offsetting the more leveraged balance
sheet is both Blackstone and management's commitment to one-time
equity contributions of $358 million and $160 million,
respectively."
     
Standard & Poor's believes the weakened financial flexibility
following the LBO and debt raising to acquire JLT USA in late 2006
is a significant constraint to the rating.  Standard & Poor's
recognizes a shift in ownership interests and believes the company
will not raise additional debt that will exceed tolerances for the
current rating structure.
     
The ratings are also based on the company's experienced management
team, competitive position as the 13th-largest insurance broker,
diversified revenue base, and peer-leading organic revenue growth
rates.  Alliant's reinstated position to accept contingent
commissions allows it to regain this competitive edge and should
help produce better margins.  Despite the company's improved
competitive position through the JLT USA acquisition, there are
potential integration risks and a counterbalance of revenue
productivity.  In addition, another credit risk can emerge if
Alliant produces high loss ratios in any of its programs.  
Partially offsetting our concerns is Alliant's strong track record
of sustaining carrier relationships and client renewal rates in
its MGA program.
     
Standard & Poor's believes that the company will continue to
remain cash-flow positive and meet its restrictive covenants in
the near to intermediate term.  Alliant's 2007 pretax operating
income and ROR will stay marginal because of interest expenses and
amortization of intangible assets.  However, this negative effect
will be somewhat alleviated in the following years as the company
gradually pays down its debt.
     
Standard & Poor's expects Alliant to sustain its marginal
competitive position through peer-leading organic revenue growth
in 2007 and 2008.  Nevertheless, Alliant will be challenged to
sustain the same level of organic revenue growth during a
softening property/casualty rate environment in 2007 and 2008.
     
If the company's interest-coverage and debt-leverage metrics fall
short of our expectations, the outlook or ratings could be revised
downward.  This is increasingly likely if, given the level of
increased debt, the company's margins compress precipitating
unsatisfactory coverage metrics.  If the company is able to
improve its financial profile materially such that these metrics
exceed S&P's expectations significantly, Standard & Poor's will
consider revising the outlook to positive.


ALLIS-CHALMERS: Strata Enters New Employment Agreement with CEO
---------------------------------------------------------------
Strata Directional Technology, Inc, a wholly-owned subsidiary of
Allis-Chalmers Energy Inc., entered into a new employment
agreement with David K. Bryan, President and Chief Executive
Officer of Strata, effective July 1, 2007.

The term of the agreement is for three years.  Pursuant to the
agreement, Mr. Bryan is entitled to an annual base salary of
$250,000 and will be eligible for an annual incentive bonus up to
a maximum of 100% of his base salary if the company achieves
certain performance goals.  Under the agreement, Mr. Bryan will
also receive a $1,000 monthly car allowance.

If Mr. Bryan's employment is terminated without cause or if he
resigns within a six month period of being constructively
terminated, he will receive

   i. his unearned salary for the remainder of the Agreement,

  ii. compensation for accrued, unused vacation as of the date of  
      termination and

iii. any further compensation that may be provided by the terms
      of any benefit plans in which he participates and the terms
      of any outstanding equity grants.

                       About Allis-Chalmers

Allis-Chalmers Energy Inc. (NYSE: ALY)
-- http://www.alchenergy.com/-- is a Houston based multi-faceted   
oilfield services company.  It provides services and equipment to
oil and natural gas exploration and production companies,
domestically in Texas, Louisiana, New Mexico, Colorado, Oklahoma,
Mississippi, Utah, Wyoming, Arkansas, Alabama, West Virginia,
offshore in the Gulf of Mexico, and internationally primarily in
Argentina and Mexico.  Allis-Chalmers provides rental services,
international drilling, directional drilling, tubular services,
underbalanced drilling, and production services.

                        *     *     *

As of June 2007, Allis-Chalmers Energy carries Moody's Investors
Service's B2 Corporate Family Rating.


ALPER HOLDINGS: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Alper Holdings U.S.A., Inc.
        245 Park Avenue-24th
        New York, NY 10167

Bankruptcy Case No.: 07-12148

Type of Business: The Debtor is engaged in the real estate
                  business.

Chapter 11 Petition Date: July 13, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Luc A. Despins, Esq.
                  Milbank, Tweed, Hadley & McCloy, L.L.P.
                  1 Chase Manhattan Plaza
                  New York, NY 10005
                  Tel: (212) 530-5000
                  Fax: (212) 530-5219

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Nine Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
State of Connecticut        income tax                $140,160
c/o Commissioner of
Revenue Services
P.O. Box 2974
Hartford, CT 06104

Joseph P. Day Realty Corp.  trade debt                 $17,366
c/o Joseph Tiechman
9 East 40th Street
New York, NY 10016
Tel: (212) 889-7460
Fax: (212) 779-9691

Becher Della Torre & Co.    trade debt                 $10,500
c/o Joseph Gitto
76 North Walnut Street
Ridgewood, NJ 07450
Tel: (201) 652-4040
Fax: (201) 652-4041

Gerling America Insurance   trade debt                  $5,000
Co.

Neal & Harwell, P.L.C.      trade debt                  $9,013

Weil, Gotshal & Manges,     trade debt                  $3,584
L.L.P.

Duffy, Sweeney & Scott,     trade debt                  $2,097
Ltd.

Schrader-Bridgeport         contractual                     $0
International, Inc.         indemnity-P.&S.
                            -Schrader Auto

ArvinMeritor, Inc.          contractual                     $0
                            indemnity-P.&S.
                            -Schrader Auto


ALPHA MEDIA: Moody's Rates Corporate Family Rating at B1
--------------------------------------------------------
Moody's Investors Service assigned a B1 first time Corporate
Family rating to Alpha Media Group Inc. in connection with its
proposed acquisition of Dennis Publishing Inc.

Alpha Media is controlled by funds managed by Quadrangle Group
LLC.  The B1 Corporate Family rating reflects the significantly
higher debt burden and leverage which the proposed acquisition
financing will place on the company, as well as its reliance upon
advertising spending in men's lifestyle magazines.

In addition, the ratings reflect a recent decline in Alpha Media's
top line results, a significant decline in newsstand sales of its
flagship publication in 2006 compared to 2004, the high level of
competition posed by stronger and higher rated rivals, and the
challenge of replacing business lost at Stuff magazine with
increased sales of Blender magazine and Alpha Media's digital
offerings.  The rating recognizes the value that advertisers
attach to the targeted 18-34 male demographics which Alpha Media
can deliver, the loyalty of its readership and the barriers which
face potential new entrants to the male lifestyle publishing
space.

Details of the rating action are:

Ratings assigned:

-- $15 senior first lien secured revolving credit facility -
    Ba3, LGD3, 36%

-- $120 senior secured first lien term loan -- Ba3, LGD3, 36%

-- $40 senior secured second lien term loan -- B3, LGD5, 83%

-- Corporate family rating -- B1

-- Probability of Default rating -- B1

The rating outlook is stable.

The stable outlook incorporates Alpha Media's dependable top line
and an expectation that its new management will succeed in
revitalizing profitability, in part, by renegotiating vendor
contracts.

Headquartered in New York City, Alpha Media Group is a leading
publisher of men's lifestyle focused publications, following its
acquisition of Dennis Publishing.  The company recorded pro-forma
sales of $177 million in 2006.


BARBARA BARKER: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barbara R. Barker
        P.O. Box 16888
        Atlanta, GA 30321

Bankruptcy Case No.: 07-70036

Chapter 11 Petition Date: June 29, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: David R. Trippe, Esq.
                  P.O. Box 193
                  Sautee Nacoochee, GA 30571
                  Tel: (706) 878-7030

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Countrywide Home Lending    conventional real         $824,802
450 American Street         estate mortgage
Credit Reporting S.
Simi Valley, CA 93065

Homebanc Mortgage           conventional real         $640,500
2002 Summit Boulevard,      estate mortgage
Suite 100
Atlanta, GA 30319

Monogram Bank North         credit card                $46,469
America
4060 Ogletown/Stan
De5-019-03-07
Newark, DE 19713

Citibank                    credit card                $13,216

Capital One                 note loan                   $4,049

Gemb/empire                 charge account              $2,352

H.S.B.C./N.E.I.M.N.         charge account              $1,129

M.C.Y.D.S.N.B.              charge account                $410

Paul Roman                                             unknown


BCBG MAZ: Moody's Downgrades Corporate Family Rating to B3
----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of BCBG Maz Azria Group, Inc. to B3 from B1 and assigned a
negative outlook.

The downgrade reflects the company's significant decline in
profitability as a result of the operating losses and cash burn
generated by the Max Rave division, nearly 24% of sales, which has
resulted in sizable erosion in cash flow from operations.  The
downgrade with a negative outlook also reflects the company's
inability to provide its bank group with its fiscal year 2006
financial statements and Moody's expectation that the company will
likely need an amendment to or waiver of its financial covenants.
In addition, Moody's withdrew the rating on two of BCBG's credit
facilities which have been replaced with new, unrated facilities.

These ratings have been downgraded:

-- Corporate family rating to B3 from B1;
-- Probability of default rating to B3 from B1;
-- $159.5 million senior secured term loan B to B3; LGD3-47% from
    B1; LGD3-48%.

These ratings have been withdrawn:

-- $150 million senior secured revolving credit facility at Ba2;
    LGD2-20%;

-- $80 million senior secured third lien term loan at B3; LGD5-
    76%.

BCBG acquired the assets of Max Rave, formerly G+G Retail, in
February 2006 after the company had undergone a distressed debt
exchange and a bankruptcy filing.  The acquisition was financed
with about 38% equity and 62% debt.  Since the acquisition has
closed, the Max Rave division has been generating significant
operating losses versus original expectations of turning
profitable during 2006.

As a result of the purchase accounting requirements surrounding
the Max Rave acquisition, the new and unrated $150 million second
lien financing and $200 million Asset Based Revolving credit
facility, the company's completion of its 2006 audited statements
has been delayed.  The company received the necessary waivers to
extend the filing of its audited statements with the bank group
until July 31, 2007.  However, given its performance trend,
Moody's expects that BCBG will likely need an additional amendment
or waiver to its financial covenants as well.

The B3 corporate family rating reflects the underperformance of
the company's Max Rave division, which has resulted in a
significant cash burn at the company and significant deterioration
in credit metrics, including Debt/EBITDA that Moody's estimates to
be over six times and negative free cash flow.  The rating
category also reflects the company's very high business risk as a
fashion forward women's apparel retailer, as well as its high
seasonality and small scale.

While profitability has eroded due to the underperformance of Max
Rave, BCBG continues to generate margins ahead of its peer group
as a result of the continued solid performance of the BCBG core
business.  In addition, the company continues to maintain a
credible market position as reflected by its stable of well
recognized brand names.  The ratings also consider the company's
strong reliance on its founder Max Azria, as well as BCBG's status
as a private company, which excludes it from SEC requirements such
as Sarbanes-Oxley and the reporting of material events.

The negative outlook reflects Moody's expectation that the company
will likely need an additional waiver or amendment as a result of
a violation of its financial covenants, as well as the risk that
the company will be unable to reduce the cash flow drain as a
result of the operating losses at Max Rave.  Given the negative
outlook, it is highly unlikely that ratings would be upgraded over
the near term.  However, the rating outlook could be stabilized
should the company successfully obtain an amendment or waiver to
its financial covenants while evidencing an ability to turn around
the cash burn at the Max Rave division.

BCBG Max Azria Group, Inc., headquartered in Vernon, California is
an apparel retailer and wholesaler.  It operates over 530 retail
stores, 57 factory stores, and 102 partnership shops in the United
States primarily under the BCBG and Max Rave nameplates.  In
addition, it distributes to over 400 wholesale doors under the
BCBGMaxAzria, TO THE MAX, Maxime, dorothee bis, Herve Leger,
BCBGirls, Parallel, and maxandcleo brand names.  Revenues for the
LTM period ended Sept. 30, 2006 were about $645 million.


BCE INC: Inks Acquisition Deal with Teachers' Private Consortium
----------------------------------------------------------------
BCE Inc. has entered into a definitive agreement to be acquired by
an investor group led by Teachers' Private Capital, the private
investment arm of the Ontario Teachers' Pension Plan, Providence
Equity Partners Inc. and Madison Dearborn Partners LLC, the
purchaser has agreed to purchase all of the outstanding Series AA
Preferred Shares for a price of $25.76 per share, together with
accrued but unpaid dividends.

Pursuant to an amendment to the Definitive Agreement, dated as of
July 12, 2007, the purchaser has also agreed to purchase any
Series AB Preferred Shares that might be issued by BCE on Sept. 1,
2007, on the conversion of the Series AA Preferred Shares, for a
price of $25.50 per share, together with accrued but unpaid
dividends.

Similarly, the purchaser has agreed to purchase any Series AD
Preferred Shares that might be issued by BCE on March 1, 2008, on
the conversion of the Series AC Preferred Shares for a price of
$25.50 per share, together with accrued but unpaid dividends.

The board of BCE Inc. has received opinions as to the fairness,
from a financial point of view, of the consideration to be paid
for the preferred shares from BCE Inc.'s financial advisors.

The company has sent a conversion notice to the holders of its
Series AA Cumulative Redeemable First Preferred Shares, in
accordance with the terms of its articles.  

                About Ontario Teachers' Pension Plan

Headquartered in Toronto, Ontario, Teachers' Private Capital --
http://www.otpp.com/-- is North America's private investors,  
providing equity and mezzanine debt capital for large and mid-
sized companies, venture capital for developing industries, and
financing for a growing portfolio of infrastructure and timberland
assets worldwide.  It is an independent corporation responsible
for investing the fund and administering the pensions of Ontario's
271,000 active and retired teachers.

               About Providence Equity Partners Inc.

Headquartered in Providence, Rhode Island, Providence Equity
Partners Inc. - http://www.provequity.com/-- is a private equity  
firm specializing in equity investments in media, entertainment,
communications and information companies around the world.  
Providence has offices in New York, London, Hong Kong and New
Delhi.

                  About Madison Dearborn Partners

Based in Chicago, Illinois, Madison Dearborn Partners is a private
equity investment firm.  MDP focuses on private equity
transactions across a broad spectrum of industries, including
basic industries, communications, consumer, energy and power,
financial services, health care and real estate.

                          About BCE Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Fitch Ratings downgraded BCE's Issuer Default Rating and Senior
unsecured debt rating to BB- from BBB+.  


BOSTON SCIENTIFIC: To Pay $195 Mil. to Settle Product Lawsuits
--------------------------------------------------------------
Boston Scientific Corporation disclosed that an agreement has been
reached to settle claims associated with a series of product
communications issued by Guidant Corporation in 2005 and 2006.  
Boston Scientific acquired Guidant Corporation last year.  Under
the terms of the agreement, subject to certain conditions, Boston
Scientific will pay a total of $195 million.  The agreement
includes approximately 4,000 claims of individuals that have been
consolidated in the U.S. District Court for the District of
Minnesota in a Multi-District Litigation.

The agreement was reached during mediation sessions conducted
before U.S. Magistrate Judge Arthur J. Boylan in Minneapolis.

As reported in the Troubled Company Reporter on June 15, 2007,
Boston Scientific's motions to dismiss some product-liability
claims against the company over implantable heart defibrillators
has been rejected by a federal court judge, Reuters said on its
Web site.

In addition, the agreement includes an undetermined number -- but
not all -- of additional similar claims throughout the country.  
As a result of the agreement, the trials in the bellwether cases
in the MDL scheduled to start on July 30 have been suspended
pending implementation of the agreement.

"We are pleased by this resolution, which is in the best interest
of all involved," Jim Tobin, President and Chief Executive Officer
of Boston Scientific, said.  "It will better allow us to focus our
time and resources on developing innovative products to serve
physicians and patients."

Based in Natick, Massachusetts, Boston Scientific Corporation,
(NYSE: BSX) -- http://www.bostonscientific.com/-- develops,
manufactures and markets medical devices, specializing in a broad
range of interventional and cardiac rhythm management devices.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's placed Boston Scientific Corporation's ratings including
its (P) Ba1 subordinated shelf and (P) Ba2 preferred stock ratings
under review for possible downgrade.  The rating action reflects
Moody's expectation that, absent any material debt reduction,
financial strength measures over the near term will be below those
identified for an investment grade company under Moody's Global
Medical Products & Device Industry Rating Methodology.


BOWATER INC: ISS Urges Abitibi Shareholders to Vote for Merger
--------------------------------------------------------------
The Institutional Shareholder Services Inc. has recommended that
Abitibi-Consolidated Inc.'s shareholders vote "for" the proposed
combination with Bowater Incorporated.  ISS is the provider of
corporate governance and proxy voting solutions.

"We are very pleased that, after completing an independent and
comprehensive review, ISS has recommended to support the proposed
combination," John Weaver, president and CEO of Abitibi-
Consolidated, said.  

"In my view, this represents another confirmation of the strategic
and economic benefits the proposed combination will create for our
shareholders, in particular with the $250 million synergies.  It
is good to see ISS confirming what the Board of directors has
recommended in a unanimous vote.  We encourage shareholders to
vote "for" the proposed combination with Bowater," Mr. Weaver
added.

The combined company will be called AbitibiBowater Inc., which
will own or operate 32 pulp and paper facilities and 35 wood
product facilities located mainly in Eastern Canada and the
Southeastern U.S.

Copies of the definitive joint proxy statement/prospectus/
management information circular and the filings with the SEC and
the Canadian securities regulatory authorities that will be
incorporated by reference in the definitive joint proxy
statement/prospectus/management information circular can be
obtained, without charge, by directing a request to:

     Abitibi-Consolidated
     Attention: Investor Relations Department
     1155 Metcalfe Street, Suite 800
     Montreal, Quebec, Canada H3B 5H2
     Telephone (514) 875-2160

                or

     Bowater Incorporated
     Attention: Investor Relations Department
     55 E. Camperdown Way
     Greenville, SC, USA, 29602
     Telephone (864) 282-9473

                  About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
(NYSE: ABY, TSX: A) -- http://www.abitibiconsolidated.com/--     
supplies newsprint and commercial printing papers and produces
wood products, serving clients in some 70 countries from its 45
operating facilities.  Abitibi-Consolidated is one of the
recyclers of newspapers and magazines in North America.  

                  About Bowater Incorporated

Bowater Inc. (NYSE: BOW, TSX: BWX) -- http://www.bowater.com/
-- produces coated and specialty papers and newsprint.  In
addition, the company sells bleached market pulp and lumber
products.  Bowater has 12 pulp and paper mills in the United
States, Canada, and South Korea.  In North America, it also owns
two converting facilities and 10 sawmills.  Bowater's operations
are supported by approximately 835,000 acres of timberlands owned
or leased in the United States and Canada and 28 million acres of
timber cutting rights in Canada.  Bowater operates six recycling
plants and is one of the world's largest consumers of recycled
newspapers and magazines.

                          *      *      *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services lowered its ratings on
Bowater Inc., including its corporate credit rating, to 'B' from
'B+'.  The outlook is negative.


BPO MANAGEMENT: Posts $1.4 Million Net Loss in Qtr. Ended March 31
------------------------------------------------------------------
BPO Management Services Inc. reported a net loss of $1.4 million
on total revenues of $2.0 million for the first quarter ended
March 31, 2007, compared with a net loss of $470,508 on total
revenues of $1.6 million for the same period ended March 31, 2006.

Results for the first quarter ended March 31, 2007, includes
approximately $600,000 in non-cash charges related to the issue of
bridge loan warrants, management stock options and balance sheet
amortization/depreciation expense items.  In addition, the company
experienced higher than normal SG&A expenses associated with
integration activities related to recently acquired business units
and professional service expenses associated with new acquisition
activity.

The company closed the quarter with $612,017 in cash and cash
equivalents.   

"Looking to the second quarter of 2007, we plan to complete our
previously announced capital raise with C. E. Unterberg, Towbin,
the integration of Novus and the acquisition of both DocuCom and
HRMS.  While we are not going to give formal guidance for the
second quarter at this time, as we strive toward profitability, we
will expect to see strong sales momentum and revenue growth across
all divisions and a reduction in non-cash interest expense in the
second quarter," commented Patrick Dolan, chief executive officer.

At March 31, 2007, the company's consolidated financial statements
showed $8.1 million in total assets, $6.8 million in total
liabilities, and $1.3 million in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $2.1 million in total current
assets available to pay $6.1 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?204c  

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2007,
Kelly & Company, in Costa Mesa, Calif., expressed substantial
doubt about BPO Management Services Inc. fka netGuru Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.  
The auditing firm pointed to the company's net losses for the year
ended Dec. 31, 2006.  The firm also noted the company's reliance
upon private equity funding to fund its operating capital
requirements.

                      About BPO Management

Headquartered in Anaheim Hills, Calif., BPO Management Services
Inc. (OTC BB: BPOM.OB) -- http://www.bpoms.com/-- is a business  
process outsourcing service provider that offers a diversified
range of on-demand services, including human resources,
information technology, enterprise content management, and finance
and accounting, to support the back-office functions of middle
market enterprises on an outsourced basis.


BRIAN SNYDER: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Brian L. Snyder
        Deborah L. Snyder
        dba Performance & A-1 Auto & Truck Repair
        dba A-1 Brake & Alignment
        8560 Stuart Court
        West Chester, OH 45069

Bankruptcy Case No.: 07-13132

Chapter 11 Petition Date: July 2, 2007

Court: Southern District of Ohio (Cincinnati)

Debtor's Counsel: Alfred Wm. Schneble, Esq.
                  Schneble, Cass & Associates Co., L.P.A.
                  11 West Monument Avenue, Suite 402
                  Dayton, OH 45402
                  Tel: (937) 222-1232
                  Fax: (937) 222-5622
                  
Total Assets: $1,196,817

Total Debts:  $1,792,262

Debtor's 12 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Bank of America             credit card                $72,811
P.O. Box 15726              purchases
Wilmington, DE 19886

Chase                       credit card                $50,482
P.O. Box 15153              purchases
Wilmington, DE 19886

American Express            credit card                $41,304
P.O. Box 0001               purchases
Los Angeles, CA 90096

Wells Fargo                 credit card                $38,188
                            purchases

Capital One Bank            credit card                $22,093
                            purchases

Regina Galloway             loan                       $18,197

Farm Bureau Bank            credit card                $15,362
                            purchases

Brian Snyder, Jr.           loan                       $15,164

Credit Card Relief          debt restructuring         $14,061
                            fee

Citi Cards                  credit card                $13,096
                            purchases

Discover Card               credit card                $11,040
                            purchases

Target                      credit card                 $5,860
                            purchases


CARLA SILVA: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Carla Silva
        fdba Gemtech Builder's, Inc.
        6304 Little Joe Northwest
        Albuquerque, NM 87120

Bankruptcy Case No.: 07-11544

Chapter 11 Petition Date: June 28, 2007

Court: District of New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Gerald R. Velarde, Esq.
                  2531 Wyoming Boulevard Northeast
                  Albuquerque, NM 87112-1027
                  Tel: (505) 248-1828
                  Fax: (505) 843-8369

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Wells Fargo                                           $200,000
Loss Recovery Center
P.O. Box 30095
Walnut Creek, CA
94598-9977

Chase Manhattan Marketing                             $276,719
3415 Vision Drive
Columbus, OH 43219

George Chavez               value of collateral:      $110,000
1836 San Ygnacio Southwest  $43,056
Albuquerque, NM 87105

Clovis Metal                                           $49,927

Roof U.S.A.                                            $34,835

Cabinet & Custom                                       $33,505
Solutions

Grant & Associates                                     $31,942
Mechanical

Toby's Doors, Inc.                                     $31,877

Bauman Loewe Witt &                                    $30,795
Maxwell for Philadelphia
Insurance

Skyview Plumbing                                       $30,570

State Employees C.U.                                   $30,326

C.&E. Concrete, Inc.                                   $28,445

Lynx Electric                                          $27,316

David Stedman & Caterina                               $25,000
Vidoli

Bank of America                                        $24,234

Rocky Mountain Roofing Co.                             $22,725

Mesa Floor Coverings, Inc.                             $20,500

Citibank                                               $20,315

High Desert Roofing                                    $16,590


CASTLE ROCK: General Unsecured Creditors to Get 100% Under Plan
---------------------------------------------------------------
Castle Rock 25 Partners LLC filed with the U.S. Bankruptcy
Court for the Middle District of Florida a Disclosure Statement
explaining its Chapter 11 Plan of Reorganization.

                       Treatment of Claims

Under the Plan, Administrative and Priority Claims will be paid in
full on the effective date.

RBC Centura Bank's Secured Claims will retain its mortgage lien.  
On the 15th day of the month after the effective date, the Debtor
will commence monthly payments of interest equal to the prime rate
plus 1% on RBC Centura's allowed secured claim.

The Debtor and RBC Centura will execute new loan documents with
standard covenants and mutually agreed release prices for property
sold after the confirmation the Debtor's plan.

Stanchina Family Partners LLC's Secured Claim will receive
$2,115,674 in full satisfaction of its allowed secured claims.

Town of Castle Rock and Douglas County School District will each
be reimbursed by the Debtor at least:

   i. $1,384,212; or

  ii. 50% of the actual cost of certain improvements performed
      on the Douglas County's property.

General Unsecured Claims will receive distribution from the escrow
fund equal to 100% without interest over a period of 5 years from
the effective date.

Holders of Equity Interest against the Debtor will retain their
membership interest.

Headquartered in Orlando, Flordia, Castle Rock 25 Partners LLC,
filed for Chapter 11 protection on Feb. 5, 2007 (Bankr. M.D. Fl.
Case No: 07-00384).  R. Scott Shuker, Esq., Jimmy D Parrish, Esq,
and Jacqueline E. Ferris, Esq., at Latham Shuker Barker Eden &
Beaudine LLP, 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 and debts between $1 million and $100 million.


CDC COMMERCIAL: S&P Lifts Ratings on Eight Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from CDC
Commercial Mortgage Trust 2002-FX1.  Concurrently, S&P affirmed
its ratings on the remaining classes from this transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The transaction's credit profile benefits from the defeasance of
$296 million (51%) of the pool's collateral.
     
As of the June 15, 2007, remittance report, the collateral pool
consisted of 52 loans and one real estate owned asset with an
aggregate balance of $581.9 million, down from 56 loans with a
balance of $637.5 million at issuance.  The master servicer,
Capmark Finance Inc., provided year-end 2006 financial statements
for 99% of the pool, which excludes the defeased collateral.  
Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.37x for the pool, down from
1.43x at issuance.  All of the loans in the pool are current
except for the one REO asset that is with the special servicer
($3.9 million, 1%).  An appraisal reduction amount of $974,268 is
in effect for this REO asset.  To date, the trust has experienced
only one loss totaling $762,093.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $214.5 million (37%).  The weighted average
DSC for the top 10 loans was 1.24x for year-end 2006, down from
1.41x at issuance.  The lower DSC reflects the significant decline
in net cash flow for three of the top 10 loans, which are also on
the master servicer's watchlist and discussed below.  Standard &
Poor's reviewed property inspections provided by Capmark for all
of the assets underlying the top 10 loans, and all were
characterized as "good."  In addition, Standard & Poor's recently
conducted a site visit and property management meeting for the
largest loan, Seattle SuperMall ($59 million, 10%).  The property
is performing well with a reported DSC of 1.66x and occupancy of
96% as of year-end 2006.  The property appears to be in good
condition.
     
Capmark reported a watchlist of nine loans with an aggregate
outstanding balance of $61.2 million (11%).  Three of the top 10
loans comprise approximately 80% ($49.2 million) of the total
loans on the watchlist.  Details of these three loans are:

     -- The largest loan on the watchlist and third-largest loan
        in the pool, Marriott Islandia, is secured by a 278-room
        full-service hotel built in 1987 in Islandia, New York, in
        central Long Island.  The master servicer placed this loan
        on the watchlist due to a low DSC.  As of year-end 2006,
        the DSC was 0.88x, and occupancy was 63%.  The low
        occupancy is a result of new competition in the area
        within the past five years.

     -- The seventh-largest loan, Baldwin Towers ($12.7 million,
        2%) is secured by a 178,726-sq.-ft. office building built
        in 1928 in Eddystone, Pennsylvania, 15 miles south of
        Philadelphia.  The loan appears on the watchlist because
        of a low DSC of 0.59x as of year-end 2006.  The most
        recent rent roll, dated March 31, 2007, shows the property
        is 50% occupied.

     -- Signature Place Apartments is the eighth-largest loan
        ($10.5 million, 2%) and is secured by a 261-unit
        multifamily apartment complex in West Des Moines, Iowa.  
        As of year-end 2006, the occupancy was 94%, but the DSC
        was only 0.82x.  The low DSC resulted from lower base rent
        in a weak rental market.  

The second-largest loan, Parkview Tower ($31.9 million, 5.5%), is
not on the servicer's watchlist; however, it reported a low DSC of
1.10x as of year-end 2006.  The loan is secured by two office
buildings with a total of 354,780 sq. ft. in King of Prussia,
Pennsylvania, which is northwest of Philadelphia.  The occupancy
as of year-end 2006 was 86%.
     
There is one asset ($3.9 million, 1%) with the special servicer,
also Capmark.  Two class C office buildings totaling 62,817 sq.
ft. in King of Prussia, Pennsylvania secure the 215-217 West
Church Road loan.  The buildings were constructed in 1965 and
renovated in 1998.  The loan was transferred to the special
servicer for payment default and became REO in May 2007.  An
agreement has been reached with a prospective buyer to sell the
property.  The due diligence period has ended and the sale is
expected to close by the end of July 2007.  An ARA totaling
$974,268 is in effect.
     
Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.
   

                         Ratings Raised
   
             CDC Commercial Mortgage Trust 2002-FX1
          Commercial mortgage pass-through certificates
                         series 2002-FX1

                        Rating
                        ------
           Class     To        From   Credit enhancement
           -----     --        ----    ----------------
            G        AA         AA-        11.92%
            H        AA-        A-         10.28%
            J        A-         BBB+        7.81%
            K        BBB        BBB-        5.62%
            L        BB+        BB          4.52%
            M        BB         BB-         3.70%
            N        BB-        B+          3.02%
            P        B+         B           2.47%

                         Ratings Affirmed
   
              CDC Commercial Mortgage Trust 2002-FX1
          Commercial mortgage pass-through certificates
                         series 2002-FX1

               Class     Rating   Credit enhancement
               -----     ------    ----------------
               A-1       AAA           26.43%
               A-2       AAA           26.43%
               B         AAA           22.05%
               C         AAA           20.41%
               D         AAA           16.85%
               E         AAA           15.48%
               F         AA+           14.11%
               X-CL      AAA             N/A
               X-CP      AAA             N/A

                     N/A - Not applicable.


CENTERSTAGING CORP: March 31 Balance Sheet Upside-down by $10.3MM
-----------------------------------------------------------------
CenterStaging Corp.'s consolidated balance sheet at March 31,
2007, showed $8.2 million in total assets, $17.9 million in total
liabilities, and $638,126 in interest of consolidated variable
interest entity, resulting in a $10.3 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $2.4 million in total current
assets available to pay $11.0 million in total current
liabilities.

The company reported a net loss of $5.0 million on revenue of
$1.4 million for the third quarter ended March 31, 2007, compared
with a net loss of $4.4 million on revenue of $1.1 million for the
same period ended March 31, 2006.

The increase in revenues was due to providing production services
and equipment rentals for more shows and to increased studio and
equipment rentals.

The increase in net loss is primarily due to the increase in
salaries and wages, partly offset by the increase in gross profit
and the decrease in SG&A expenses.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2197  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Stonefield Josephson expressed substantial doubt about
CenterStaging Corp. fka Knight Fuller Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended June 30, 2006.  The auditing firm
pointed to the company's substantial net losses and stockholders'
deficit of $5,811,626 at June 30, 2006.

                       About CenterStaging

Based in Burbank, California, CenterStaging Corp. (OTC BB:
CNSC.OB) -- is the parent company of CenterStaging Musical
Production Inc. and its division rehearsals.com.  The company
provides rehearsal and production services for all facets of the
entertainment industry.  The 150,000 square foot facility features
11 rehearsal studios, one sound stage, a high-definition broadcast
center, thousands of musical instruments and backline equipment in
Burbank, Calif.  The facility houses rehearsals.com which is
envisioned as a gateway into the professional artist's workshop,
and provides streaming video as well as digital audio programming,
exclusive performances, candid artist interviews and intimate
lessons from the masters.


CHARLES CHRISTIAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Charles L. Christian
        dba Christian Construction Co.
        dba Seagrove Beach Properties, L.L.C.
        dba Pensiula Point Development, L.L.C.
        dba Eagle Bay Investments, L.L.C.
        dba Eagle One Development, L.L.C.
        4935 East Coast Highway 30A-Suite 3
        Santa Rosa Beach, FL 32459

Bankruptcy Case No.: 07-50208

Type of business: The Debtor is engaged in the construction
                  industry.

Chapter 11 Petition Date: June 26, 2007

Court: Northern District of Florida (Panama City)

Debtor's Counsel: Charles M. Wynn, Esq.
                  P.O. Box 146
                  Marianna, FL 32447
                  Tel: (850) 526-3520
                  Fax: (850) 526-5210

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Trustmark National Ban      secured-lot that is       $652,500
248 East Capitol Street     being foreclosed on
Jackson, MS 39201           at this time with
                            Cove Point

Internal Revenue Service    income tax                $355,000
S.B.S.E.: S.C.: Insolvency,
Territory 5
400 West Bay Street,
Suite 35045
Stop 5730-G.R.P. 4
Jacksonville, FL 32202-4437

Abn Amro Mortgage Group     conventional real         $173,569
2600 West Big Beaver Road   estate mortgage
Troy, MI 48084

Region/Ams                  credit line               $167,555
                            secured-2nd
                            mortgage on ex-wife
                            house

Bob Cannon                                            $150,000

Ed Lewis                                              $100,000

William H. Smith                                      $100,000

William E. Lark                                        $50,000

Prosperity Bank             automobile-truck           $48,470

Rosemary Beach Property                                $17,858
Owners

Bank of America             credit card                $16,217

Cap One Bk.                 credit card                 $7,747

AMEX                        credit card                 $5,690

Fia C.S.N.A.                credit card                 $5,262

Panhandle Educators F.      credit card                 $4,988

Regions Bank                                            $4,930

Gemb/Dilla                  charge account              $2,039

Panhandle Bolt and Supplies                               $900

Art's Appliance Superstore                                $764

Summer's Edge Home          association fees              $793
Owners Association


CITATION CORP: Vulnerable Profile Cues S&P's B+ Corporate Credit
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Birmingham, Alabama-based Citation Corp.  The
previous rating on Citation, an auto supplier, was withdrawn upon
the company's bankruptcy filing in March 2007, and the rating
assigned reflects the company's new capital structure since its
emergence from bankruptcy in April.  The outlook is stable.
     
Standard & Poor's also assigned its 'BB' debt rating and '1'
recovery rating to Citation's $65 million asset-based revolving
credit facility.  In addition, Standard & Poor's assigned its 'B+'
debt rating and '3' recovery rating to the company's $30 million
term loan.
      
"The ratings on Citation reflect the company's vulnerable business
profile as a manufacturer of cast and machined parts for the
challenging auto and commercial truck industries," said Standard &
Poor's credit analyst Gregg Lemos-Stein.  Cyclical and often
volatile demand, high capital intensity, and pricing pressure are
inherent factors of Citation's businesses, and they are only
partly offset by the company's substantially reduced leverage and
improved credit metrics resulting from its recapitalization.  The
company's business and financial strategies are expected to evolve
over time, which also is considered a risk, as the company is
controlled by small group of investors, some of whom were former
lenders.

Citation, with about $550 million in revenues, produces iron and
aluminum components used in chassis and suspension, brake,
powertrain, and industrial applications.  Auto and light-truck
manufacturers account for approximately 48% of Citation's sales,
medium- and heavy-duty truck makers about 24%, and other
industrial customers 28%.
     
Citation's customer base is concentrated and consists mostly of
larger auto and truck suppliers, many of which are under pricing
pressures of their own and facing volume declines.  Geographic
diversity is also limited as Citation derives little revenue from
the generally more favorable auto supplier markets outside North
America.  More positively, Citation does have surcharge
arrangements with customers that allow it to recover rising scrap
steel costs over time, which had been a serious risk factor in the
past and a contributor to the company's 2004 bankruptcy.


CITIGROUP MORTGAGE: Moody's Rates Class M-11 Certificates at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust 2007-WFHE3
and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by Wells Fargo Bank, N.A. originated
adjustable-rate (69%) and fixed-rate (31%) subprime mortgage loans
acquired by Citigroup Global Markets Realty Corp.  The ratings are
based primarily on the credit quality of the loans and on
protection from subordination, excess spread,
overcollateralization, an interest rate cap and an interest rate
swap agreement provided by Swiss Re Financial Products
Corporation.  After taking into account the benefits of mortgage
insurance, Moody's expects collateral losses to range from 4.05%
to 4.55%.

Wells Fargo Bank, N.A. will service the loans.  Moody's assigned
Wells Fargo Bank, N.A. its top servicer quality rating of SQ1 as a
primary servicer of subprime residential mortgage loans.

The complete rating actions are:

Citigroup Mortgage Loan Trust 2007-WFHE3

Asset-Backed Pass-Through Certificates, Series 2007-WFHE3

-- Cl. A-1, Assigned Aaa
-- Cl. A-2, Assigned Aaa
-- Cl. A-3, Assigned Aaa  
-- Cl. M-1, Assigned Aa1
-- Cl. M-2, Assigned Aa2
-- Cl. M-3, Assigned Aa2
-- Cl. M-4, Assigned Aa3
-- Cl. M-5, Assigned A1
-- Cl. M-6, Assigned A2
-- Cl. M-7, Assigned A3
-- Cl. M-8, Assigned A3
-- Cl. M-9, Assigned Baa1
-- Cl. M-10, Assigned Baa3
-- Cl. M-11, Assigned Ba2


CLAREGOLD TRUST: Moody's Rates $2.1 Mil. Class L Certs. at (P)B3
-----------------------------------------------------------------
Moody's Investors Service assigned these provisional ratings to
securities to be issued by ClareGold Trust, Commercial Mortgage
Pass-Through Certificates, Series 2007-2.

-- Class A-1, $248,580,000, rated (P)Aaa
-- Class A-2, $177,835,000, rated (P)Aaa
-- Class B, $9,745,000, rated (P)Aa2
-- Class C, $8,913,000, rated (P)A2
-- Class D, $11,844,000, rated (P)Baa2
-- Class E, $2,377,000, rated (P)Baa3
-- Class F, $4,160,000, rated (P)Ba1
-- Class G, $1,783,000, rated (P)Ba2
-- Class H, $1,188,000, rated (P)Ba3
-- Class J, $1,188,000, rated (P)B1
-- Class K, $594,000, rated (P)B2
-- Class L, $2,139,000, rated (P)B3
-- Class X, $475,378,737*, rated (P)Aaa.

* Initial Notional Amount


COMMUNICATIONS CORPORATION: Files Amended Disclosure Statement
--------------------------------------------------------------
Communications Corporation of America, White Knight Holdings,
Inc., with their respective debtor-affiliates, on July 11, 2007,
filed with the U.S. Bankruptcy Court for the Western District of
Louisiana an Amended Disclosure Statement explaining their Joint
Chapter 11 Plan of Reorganization.

The Debtors inform the Court that the First Lien Lenders supports
the plan and thus they have started commencing solicitations with
respect to these Lenders.  The Debtors disclose that the First
Lien Lenders' Secured Claims are secured by substantially all of
their assets.

              Summary of Communication Corp.s' Plan

Under the Plan, holders of First Lien Lenders' Secured Claims will
receive:

      (a) $5 million in cash;

      (b) the Secured Term Loan; and

      (c) 10 million shares of Communication Corp.'s New Common
          Stock.

Holders of Trade claims will be paid in full but without interest.  
Holders of Communication Corporation's equity intrests and
preferred interests, as well as general unsecured claims, will
receive no distribution under the plan.

                         Exit Financing

The Debtors disclose that the First Lien Lenders will provide a
$10 million exit facility for Communications Corp.  To the extent
necessary, after using $7.5 million of Communication Corp.'s cash
on hand, borrowing under the exit facility may be used to pay
claims payable under Communication Corp.'s plan.

            Summary of White Knight's Plan

Under White Knight's plan, the First Lien Lenders will be issued:

    (a) 100% of White Knight's New Common Stock; and

    (b) White Knights Guaranty, wherein Reorganized White Knight
        and affiliates will guaranty Reorganized Communication
        Corp.'s obligations under the exit facility.

Trade Claims will be paid in full but without interest.  White
Knight's common equity interests and general unsecured claims will
be cancelled and holders will receive no distribution under the
plan.

                       About White Knight

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.  White
Knight and its affiliates own eight television stations in four
markets.  Three of the markets are in Louisiana while one is in
Texas.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  On July 11, 2007, five affiliates, who exist
to hold the FCC licenses of the television stations owned by the
company, filed for chapter 11 protection (Bankr. W.D. La.).

  
R. Patrick Vance, Esq., and Matthew T. Brown, Esq., at Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, LLP, represents
White Knight and its debtor-affiliates in their restructuring
efforts.  White Knight and its debtor-affiliates' chapter 11 cases
are jointly administered under Communication Corporation of
America's chapter 11 case.

             About Communications Corp. of America

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  The company and
its affiliates collectively own 15 television station in 10
markets.  Four of these markets are in Louisiana, five are in
Texas and one is in Indiana.

Communications Corporation and 10 of its affiliates filed for
bankruptcy protection on June 7, 2006 (Bankr. W.D. La. Lead Case
No. 06-50410).  On July 11, 2007, nine affiliates, who exist to
hold the FCC licenses of the television stations owned by the
company, filed for chapter 11 protection (Bankr. W.D. La.).  

Douglas S. Draper, Esq., William H. Patrick III, Esq., and Tristan
Manthey, Esq., at Heller, Draper, Hayden, Patrick & Horn, LLC,
represents Communications Corporation and its
debtor-affiliates.  Taylor, Porter, Brooks & Phillips LLP serves
as counsel to the Official Committee of Unsecured Creditors.  When
Communications Corporation and its debtor-affiliates filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.

       The Communications Corp. - White Knight Connection

White Knights Operating Subsidiaries operate television stations
under multiple agreements with ComCorp Broadcasting, primarily
related to advertising, sales, promotion services and
administrative services.


CUMMINS INC: Board Increases Cash Dividend by 39%
-------------------------------------------------
The Cummins Inc. Board of Directors increased the company's
quarterly cash dividend on common stock by 39% to 25 cents per
share, up from 18 cents per share.  The dividend is payable on
August 31 to shareholders of record on August 17.

The dividend increase is the second for Cummins in the past year -
the company increased its dividend 20% in July 2006 - and comes
four months after the company announced a 2-for-1 stock split.  On
a split-adjusted basis, Cummins stock has nearly doubled in 2007.

"After three consecutive years of record financial results, the
company continues to perform extremely well," said Tim Solso,
Cummins Chairman and Chief Executive Officer.  "The company's
actions are indicative of the board's continued confidence in the
company's ability to grow profitably and generate strong cash
flow."

"The company's strong financial performance has resulted in
significant positive cash flow, which has allowed us to strengthen
our balance sheet and invest in profitable growth," Solso said.
"At the same time, we understand the need to reward our
shareholders' confidence in Cummins by returning value on their
investment through increased share price, growing dividends and
repurchasing stock.  The decision by the board is a strong
statement of that commitment."

From 2003 through the end of 2006, Cummins produced an average
annual total return of about 46% - more than triple that of the
S&P 500 and more than double that of the company's peer group.

                        About Cummins, Inc.

Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes,   
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems.  Cummins serves customers
in more than 160 countries through its network of 550 company-
owned and independent distributor facilities and more than 5,000
dealer locations.

                          *     *     *

The company's Junior Convertible Subordinated Debentures carry
Fitch's 'BB' rating with a stable outlook.


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

Bankruptcy Case No.: 07-05939

Chapter 11 Petition Date: July 11, 2007

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


DILLARD'S INC: Sales Down by $2.1 Mil. for Five Weeks Ended July 7
------------------------------------------------------------------
Dillard's, Inc.'s sales for the five weeks ended July 7, 2007 were
$620.7 million compared to sales for the five weeks ended July 1,
2006 of $622.8 million.  Total sales were unchanged on a
percentage basis for the five-week period.  Sales in comparable
stores decreased 1%.

Sales for the 22 weeks ended July 7, 2007 were $2.9 billion
compared to sales for the 22 weeks ended July 1, 2006 of
$3 billion.  Total sales declined 3% for the 22-week period.  
Sales in comparable stores declined 4%.

During the five weeks ended July 7, 2007, sales in the Central
region were above the company's average performance trend.  Sales
were slightly below trend in the Western region and below trend in
the Eastern region.

During the five weeks ended July 7, 2007, sales in the home,
furniture and other category and the juniors' and children's
category were significantly below trend.

                        About Dillards

Headquartered in Little Rock, Arkansas, Dillard's Inc. (NYSE: DDS)
-- http://www.dillards.com/-- retails fashion apparel and home  
furnishing.  The company's stores operate with one name,
Dillard's, and span 29 states.  Dillard's stores offer a broad
selection of merchandise, including products sourced and marketed
under Dillard's exclusive brand names.                     

                        *     *     *
    
As of July 16, 2007, the company holds Moody's Ba3 long-term
corporate family rating and probability of default rating.  
Moody's also rates its senior unsecured debt at B1 and
subordinated debt at B2.  The outlook is stable.


DIRECTED ELECTRONICS: Financial Concerns Cue S&P's Neg. Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Vista,
California-based Directed Electronics Inc. to negative from
stable. The ratings on the company, including the 'B+' corporate
credit rating, were affirmed.
     
"The revision reflects our concern about DEI's prospective
financial performance in light of softer consumer electronic
markets following a period of significant acquisition activity,"
said Standard & Poor's credit analyst Kenneth Shea.  Declining
SIRIUS satellite radio subscription sales in the near term will
also pressure cash generation.

DEI makes and markets premium home audio equipment and certain
SIRIUS-branded satellite radio products marketed to consumers.  
The company also designs and markets consumer-branded,
professionally installed electronic automotive security and
convenience systems.  The company's business risks arise from its
exposure to highly competitive end markets, its need for
continuous technological development to refresh product offerings,
and its concentrated supplier base.  DEI's modest revenue and
asset base make the company quite vulnerable to customer pricing
power and swings in demand.  These fundamental risks are
alleviated to an extent by the company's leading market position
in the consumer auto security market, strong brand names, good
customer diversity, and extensive distribution network.
     
Additionally, the relatively new market for satellite radio
products is expected to decline over the near-term.  DEI has an
exclusive arrangement with SIRIUS to provide certain products
through the first quarter of 2008, by when there could be clarity
on the impact to DEI of the proposed merger of SIRIUS with XM
Radio.


DIXIE GROUP: Restates Annual and Quarterly Financial Results
------------------------------------------------------------
The Dixie Group, Inc. had received comments from the Securities
and Exchange Commission regarding its Annual Report on Form 10-K
for the fiscal year ended Dec. 30, 2006.  As a result of those
comments, the company amended and restated its Annual Report on
Form 10-K for the year ended Dec. 30, 2006, and its Quarterly
Reports on Form 10-Q for the quarterly periods ended July 1, 2006,
and Sept. 30, 2006.  The amendments did not affect the company's
net income, net income per share, total cash flow, balance sheets,
or stockholders' equity, for any periods.  The company filed
amended reports for the affected periods to correct these
classification errors:

    * The classification of certain pension expenses as costs of
      discontinued operations; and


    * The classification of certain income tax payments as
      investing activities.

The amendments reclassified certain pension expenses from
discontinued operations to continuing operations in the company's
Consolidated Statements of Operations and Consolidated Statements
of Cash Flows for the fiscal year ended Dec. 30, 2006 and Dec. 31,
2005, and the company's Consolidated Condensed Statements of
Operations and Consolidated Condensed Statements of Cash Flows for
the three and six months ended July 1, 2006, and the nine months
ended Sept. 30, 2006.

The company had classified pension expenses related to employees
of its textile operations based on its interpretation that APB 30
requires that such expenses be accounted for as costs of
discontinued operations.  The pension expenses included in
discontinued operations related to former employees of the
Company's textile operations, which were discontinued in 1998 and
sold in 1999 and prior years.  The company's original
classification of such pension costs and their presentation in its
consolidated financial statements was reviewed with Ernst & Young,
LLP, the company's independent registered public accounting firm,
which concurred with the company's presentation.  Based on a
review of its presentation, the company reclassified these
expenses as cost of continuing operations in accordance with the
requirements of SFAS 88, as clarified by the answer to Question 37
in the FASB Special Report, "A Guide to Implementation of
Statement 88 on Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination
Benefits: Questions and Answers."

In determining its original classification for the income tax
payments, as cash flows from investing activities, the Company
considered the fact that these income tax payments directly
related to the sale of a business and discussed the presentation
with its independent registered public accounting firm, which
concurred with that presentation.  The amendment reclassified
these income tax payments as cash flows from operating activities
in accordance with paragraph 23(c) of SFAS 95.

The company revised its presentation of comprehensive income to
prominently display the details of comprehensive income in its
Consolidated Statements of Stockholders' Equity and Comprehensive
Income and also made other conforming changes to the company's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

The company also revised its discussion of disclosure controls and
procedures and its report on internal control over financial
reporting in its Report on Form 10-K for the fiscal year ended
Dec. 30, 2006, to discuss the above-referenced restatement and how
such restatement affected its CEO's and CFO's conclusion regarding
its disclosure controls and procedures and internal control over
financial reporting.  Solely because of the restatement, current
interpretations of PCAOB Auditing Standard No. 2 require that the
Company conclude, and it has concluded, that its internal control
over financial reporting was not effective as of Dec. 30, 2006.  
The company has remediated the control deficiency represented by
its classification of the pension costs and income tax payments by
the restatement, and the company's CEO and CFO have concluded
that, as of the date hereof, its internal control over financial
reporting is effective.

                    About The Dixie Group Inc.

The Dixie Group Inc. (NASDAQ:DXYN) -- http://thedixiegroup.com/--    
sells and makes carpets and rugs to higher-end residential and
commercial customers through the Fabrica International, Masland
Carpets, and Dixie Home brands.

                          *     *     *

Dixie Group's subordinated debt and probability of default carry
Moody's B3 and B1 ratings respectively, while its long-term
foreign and local corporate credits carry Standard & Poor's B+
rating.


DOWNSTREAM DEVELOPMENT: Moody's Rates $235 Million Notes at B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD-4, 58%) rating to
Downstream Development Authority's $235 million senior notes.  A
B3 corporate family rating, B3 probability of default rating and
stable rating outlook were also assigned.

Proceeds from the senior notes, along with a committed $20 million
furniture and equipment financing and planned $20 million vendor
financing, will be used to fund the design, development,
construction, and opening of the Downstream Casino Resort to be
located in northeast Oklahoma.  The casino will be owned and
operated by the Quapaw Tribe of Oklahoma.

The B3 corporate family rating considers that, although most of
the financing as well as a guaranteed maximum price construction
contract will be in place, the plans and specifications for the
Downstream Casino Resort are in an early stage of development
which could delay or increase the cost of completing the casino.

The rating also reflects the small size and single asset profile
of the Authority, net revenues for the first full year following
opening is expected to be less than $200 million, competition from
neighboring casinos in northeast Oklahoma, and the longer-term
uncertainty regarding the approval of gaming in Kansas.

Positive ratings consideration is given to the established nature
of the proposed casino's primary and secondary market areas, the
good risk/reward profile of the development project, and the
funded interest reserve which will cover the first three interest
payments, the last of which is expected to be paid six months
after the scheduled completion date.

The stable outlook anticipates that the Authority will be able to
obtain the necessary vendor financing, and that peak leverage
during construction will be below 4 times.  Leverage is limited by
a 2.5 times fixed charge coverage incurrence test.  However, there
will be carve-outs for additional debt that will not be governed
by the debt incurrence test including up to $45 million of FF&E
facilities and $10 million of additional indebtedness.

Additionally, once the project is operating, the Authority has the
option to incur an additional $50 million to be used solely for
the development of casino resort amenities and/or a hotel tower,
subject to a 2 fixed charge incurrence test.

Material delays, construction difficulties, and/or a slower than
expected ramp-up within six months of opening could result in a
downgrade.  Additionally, the loss of the use of land, which is
owned by the Tribe but not held in trust and comprises part of the
parking space, could also have a negative impact on ratings.
Completion of the entire casino project by October 2008 and within
the current budgeted amount along with a ramp-up at or greater
than initial expectations could result in a one-notch upgrade.

The Downstream Development Authority is a wholly-owned
unincorporated instrumentality of the Quapaw Tribe of Oklahoma, a
federally-recognized Indian tribe located in northeast Oklahoma.
The Authority was formed in May 2007 to develop and operate the
Downstream Casino Resort.


DOWNSTREAM DEVELOPMENT: S&P Assigns Corp. Credit Rating at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Downstream Development Authority, established by
the Quapaw Tribe of Oklahoma to operate the Downstream Casino
Resort.  The rating outlook is negative.
     
At the same time, Standard & Poor's assigned it's 'B-' rating to
the Authority's proposed $235 million senior secured notes due
2015.  The notes will be sold privately under Rule 144A of the
Securities Act of 1933.
     
Proceeds from the notes, together with a committed $20 million
furniture and equipment loan and planned vendor financing, will be
used to fund the construction and development of the Downstream
Casino Resort in northeast Oklahoma at the border of Missouri.  
The casino is expected to include:

     -- Seventy thousand square feet of gaming space,
     -- Two thousand gaming machines,
     -- Thirty table games,
     -- A 15-table poker room,
     -- A 226-room full service hotel,
     -- A steakhouse and various food and beverage amenities,
     -- Retail space and meeting space, and
     -- Twenty-Two hundred parking spaces.

Total hard construction costs are expected to be approximately
$140 million, $132.5 million of which is under a guaranteed
maximum price contract.  Construction is expected to begin this
summer, with an anticipated opening date of summer 2008 for the
casino, and fall 2008 for the hotel.
      
"The 'B-' rating on the Authority reflects our view that the
facility's border location is somewhat challenged, a high degree
of competition, and high pro forma debt levels based on our
estimates for operating metrics," said Standard & Poor's credit
analyst Ariel Silverberg.
     
There are about 300,000 people located within about an hour drive
time from the proposed site in Downstream's primary market, which
is based to the east of the property since existing competition is
located to the west.  In addition, the facility has construction
and ramp-up related risks, and a lack of cash flow diversity as a
single property.  These factors are somewhat tempered by the
resort's direct access off Interstate 44 and the quality of the
proposed facility, which, once constructed, is expected to be one
of the more upscale properties in the area.  Also, the escrowing
of three interest payments associated with the ramp-up of the
property reduces risk.
     
Given that the notes will not be registered, financial information
for Downstream will not be made publicly available.  However,
Standard & Poor's expects pro forma leverage to be high upon the
resort's opening.


EAGLEPICHER CORP: S&P Rates Proposed $220MM Facilities at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Inkster, Michigan-based EaglePicher Corp.'s proposed $220 million
senior secured first-lien credit facilities.  S&P also assigned a
'1' recovery rating, indicating a very high expectation (90% to
100%) of recovery in the event of payment default.  At the same
time, S&P affirmed its 'B' corporate credit rating on EaglePicher.  
The outlook is stable.
     
The first-lien facilities consist of a $70 million revolving
credit and a $150 million term loan.  In addition, the company is
borrowing $70 million under a secured second-lien facility that
will not be rated.  Borrowings under the new facilities will be
used to refinance existing debt.
     
Also, the company has entered into a definitive agreement to sell
its EP Boron LLC division, and net proceeds from the sale,
estimated at $65 million, will be used to reduce debt.
      
"The ratings on EaglePicher reflect its aggressive financial
profile and a vulnerable business position due to challenges in
serving the troubled North American auto industry," said Standard
& Poor's credit analyst Clarence Smith.
     
EaglePicher is a niche provider to automotive, aerospace, defense,
and other manufacturing industries.  The company has five
operating subsidiaries that are organized into three units:
automotive, filtration, and technologies.


EAST VALLEY: Narrow Business Focus Cues S&P's B+ Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issuer credit
rating to the East Valley Tourism Development Authority.  The
rating outlook is stable.  The Authority is an instrumentality of
the California-based Cabazon Band of Mission Indians, through
which it operates the Fantasy Springs Resort and Casino near Palm
Springs, California.
     
Standard & Poor's also assigned its 'B+' rating to the Authority's
$290 million senior secured notes, which will be offered in two
series, one fixed rate due in 2015, and the other floating rate
due in 2014.  The allocation between the floating- and fixed-rate
notes has not yet been finalized.  These securities are being
issued pursuant to Rule 144A of the Securities Act of 1933 without
registration rights.  Proceeds from the issue will be used to
refinance existing debt, build a full-service spa and 150
additional hotel rooms, make improvements to the existing casino,
and fund various payments to the Cabazon Tribe.
      
"The 'B+' corporate credit rating reflects the Authority's narrow
business focus operating in a single market, the existence of
well-established competition, the potential for expanded
competition, and the substantial expansion of the business beyond
its previous scope," said Standard & Poor's credit analyst Guido
DeAscanis.  "These factors are tempered by favorable recent
operating results and the solid demographics of the market."
     
The Authority's financials will not be publicly available.  
However, growth has been strong: Fantasy Springs has averaged
double-digit growth rates in gaming revenue, gross revenue, and
EBITDA during the past several years, although the property's
EBITDA base is fairly modest. EBITDA margins compare favorably to
Standard & Poor's rated gaming universe and other Native American
casinos, in part due to the Tribe's modest revenue share
arrangement with California under its compact.  Leverage will
likely spike next year, because the projects incurring the debt
will not be open at that time. Once the spa and additional hotel
rooms come online, however, we expect that leverage will be
adequate for the current rating.
     
During the recent audit of The Authority's financials, two
instances of material weakness were identified.  S&P have reviewed
the underlying circumstances and are comfortable with these issues
within the bounds of the current rating.


ECHOSTAR COMM: March 31 Balance Sheet Upside-down by $30.5 Million
------------------------------------------------------------------
Echostar Communications Corp.'s consolidated balance sheet at
March 31, 2007, showed $9.07 billion in total assets and
$9.10 billion in total liabilities, resulting in a $30.5 million
total stockholders' deficit.

The company reported net income of $157.1 million on total revenue
of $2.64 billion for the first quarter ended March 31, 2007,
compared with net income of $147.3 million on total revenue of
$2.30 billion for the same period ended March 31, 2006.

The increase in total revenue is mainly due to the increase in
DISH Network "Subscriber-related revenue" which totaled
$2.55 billion for the three months ended March 31, 2007, an
increase of $357 million or 16.3% compared to the same period in
2006.

The increase in net income is mainly a result of the increase in
total revenue which was partly offset by the increase in total
costs and expenses.  

Total costs and expenses increased to $2.30 billion for the
quarter ended March 31, 2007, from $2.03 billion for the same
period last year.  This was mainly attributable to the increase in
subscriber-related expenses, total subscriber acquisition costs,
general and administrative expenses, and depreciation and
amortization and amortization expenses.

The company recorded $74 million of "Litigation expense" during
the three months ended March 31, 2006, as a result of the jury
verdict in the Tivo lawsuit.  

Earnings before interest, taxes, depreciation and amortization was
$658 million during the three months ended March 31, 2007, an
increase of $73 million or 12.6% compared to the same period in
2006.

Restricted and unrestricted cash, cash equivalents and marketable
investment securities as of March 31, 2007, totaled $2.34 billion,  
compared to $3.20 billion, as of Dec. 31, 2006.  The $865 million
decrease in restricted and unrestricted cash, cash equivalents and
marketable investment securities primarily related to the
redemption of the company's 53/4% Convertible Subordinated Notes
due 2008.

Free cash flow, which is defined as net cash flows from operating
activities less purchases of property and equipment, decreased to
$173.7 million for the three months ended March 31, 2007, compared
to free cash flow of $332.2 million for the same period last year.
               
The $158 million decline in free cash flow during the three months
ended March 31, 2007, compared to the same period in 2006 resulted
from a decrease in net cash flows from operating activities of
$126 million, or 19.9%, and an increase in purchases of property
and equipment of $32 million, or 10.7%.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2083  

                   About EchoStar Communications

EchoStar Communications Corporation (Nasdaq: DISH) --
http://www.echostar.com/-- serves more than 13.4 million   
satellite TV customers through its DISH Network(TM), a pay-TV
provider in the country since 2000.  DISH Network's services
include hundreds of video and audio channels, Interactive TV,
HDTV, sports and international programming, together with
professional installation and 24-hour customer service.  EchoStar
has been a leader for more than 25 years in satellite TV equipment
sales and support worldwide.  

                           *     *     *

Echostar Communications carries Fitch's BB- Issuer Default Rating.


EL TALLER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: El Taller Colaborativo, P.C.
        550 Broad Street, 5th Floor
        Newark, NJ 07102
        Tel: (973) 424-6420

Bankruptcy Case No.: 07-19793

Type of Business: The Debtor is a certified minority-owned
                  business enterprise and an New Jersey-certified
                  small business enterprise that provides
                  architectural, engineering, planning, landscape
                  architecture, and construction management firm
                  services.  See http://www.etcpc.com/

Chapter 11 Petition Date: July 13, 2007

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Bruce D. Buechler, Esq.
                  Wojciech F. Jung, Esq.
                  Lowenstein Sandler, P.C.
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2308, (973) 597-2464

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
550 Broad Street, L.L.P.                              $132,436
P.O. Box 36082
Newark, NJ 07188-0026

Fong & Associates, Inc.                               $107,068
c/o Duane Morris, L.L.P.
Attention: Jonathan L.
Swichar, Esq.
30 South 17th Street
Philadelphia, PA 19103

Daniel Mann Johnson                                    $77,463
Mendenhall
20 Exchange Place, 15th
Floor
New York, NY 10005

Michael Baker, Jr., Inc.                               $66,130

American Express                                       $39,818

Bank of America                                        $34,586

TRIP Consultants Corp.                                 $25,387

Carella, Byrne, Bain,                                  $22,572
Gilfillan, Cecchi

Oxford Health Plan                                     $19,853

Verizon                                                $19,301

Aetna Medical                                          $18,392

R.S. Knapp Co., Inc.                                   $18,205

Effective Air Balance, Inc.                            $17,000

Banc of America Leasing                                $15,773

Hoagland, Longo, Moran,                                $13,093
Dunst & Doukas

Travelers Property Casualty                            $12,678
Co. of NJ

Brinkerhoff Environmental                               $9,655
Services

Harvey Pennington, P.C.                                 $9,461

Thomas Becker & Bothwell,                               $9,281
L.L.C.

Diners Club                                             $9,045


FEC RESOURCES: Posts Net Loss of CDN$3.3 Million in 2006
--------------------------------------------------------
FEC Resources Inc. reported a net loss of CDN$3.3 million for the
year ended Dec. 31, 2006, compared with net income of
CDN$10.4 million for the year ended Dec. 31, 2005.  The company
reported zero revenues in both periods.

Results for the year ended Dec. 31, 2005, included  
CDN$10.5 million gain on dilution of investment in Forum Energy
Plc, versus a gain of CDN$337,000 in 2005.  Results for 2005 also
included a recovery of impairment charges of CDN$4.7 million,
versus nil for 2006 as a result of the sale of Forum Exploration
Inc. in 2005.  

General and Administration expenses were CDN$843,000 for the year
ended Dec. 31, 2006, versus CDN$3.3 million for the year ended
Dec. 31, 2005.  The difference is mainly due to compensation
expense in 2005 of CDN$2.2 million.  

Accretion on long term debt was CDN$453,000 versus CDN$58,000 for
the previous year.  Interest expense for the year was CDN$736,000
versus $507,000 for the previous year.  The difference was mainly
a result of the interest on the increase in debentures
outstanding.

Gain on disposition of investments was CDN$425,000 for 2006 versus
nil for 2005.  The change was a result of the sale of FEP shares
sold in 2006.  Loss on write-down of trading securities was
CDN$369,000 for the year versus a loss of CDN$52,000 for the
previous year.  This reflected a change in market value of the
Langley Investment Trust Plc shares held by the company prior to
the exercise of the price protection clause by Langley Investment
Trust Plc.

Equity in loss of investments in Lascogon, Metalore and FEP was
CDN$1.4 million for the year versus CDN$714,000 for the previous
year.

At Dec. 31, 2006, the company's consolidated balance sheet showed
CDN$13.3 million in total assets, CDN$3.7 million in total
liabilities, and CDN$9.6 million in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2006, also
showed strained liquidity with CDN$539,670 in total current assets
available to pay CDN$3.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?2196  

                      Going Concern Doubt

Amisano Hanson, Chartered Accountants, in Vancouver, Canada,
conducted its audit of FEC Resources Inc. for the years ended Dec.
31, 2006, and 2005, in accordance with Canadian GAAP, which do not
permit reference to conditions which cast substantial doubt about
the company's ability to continue as a going concern when these
are adequately disclosed in the financial statements.

The company has experienced significant operating losses and cash
outflows from operations in the years ended Dec. 31, 2006, 2005,
and 2004, and have no producing properties.

                      About FEC Resources

FEC Resources Inc. (OTC BB: FECOF.OB) -- http://fecresources.com/  
-- is and independent oil and gas exploration and development
company which owns 32.04% of Forum Energy PLC, a UK company
incorporated in April 2005 through the consolidation of the
Philippine assets of Forum Energy Corp. and Sterling Energy Plc of
the UK.


FITNESS COMPANY: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: The Fitness Company Holdings Group, Inc.
             118 Headquarters Plaza
             Morristown, NJ 07960

Bankruptcy Case No.: 07-10936

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        The Fitness Company, Inc.                  07-10937
        The Fitness Company Management             07-10938
        Group, Inc.
        The Fitness Company Ownership              07-10939
        Group, Inc.

Type of Business: The Debtors owns and operates fitness centers.  
                  See http://www.thefitnesscompany.com/

Chapter 11 Petition Date: July 13, 2007

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Kathleen Campbell Davis, Esq.
                  Campbell & Levine, L.L.C.
                  800 North King Street, Suite 300
                  Wilmington, DE 19801
                  Tel: (302) 426-1900
                  Fax: (302) 426-9947

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
The Fitness Company        $1 Million to          $1 Million to
Holdings Group, Inc.       $100 Million           $100 Million

The Fitness Company, Inc.  $1 Million to          Less than
                           $100 Million           $50,000    

The Fitness Company        $10,000 to             $100,000 to
Management Group, Inc.     $100,000               $1 Million

The Fitness Company        $1 Million to          $1 Million to
Ownership Group, Inc.      $100 Million           $100 Million

A. The Fitness Company Holdings Group, Inc.'s Two Largest
Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
American Express Business   various exercise           unknown
Finance Corp.               equipment
4 Campus Drive, 2nd Floor
Parsippany, NJ 07054

Rose-Wein, L.L.C.-The       lease arrearages           unknown
Club, L.L.C.
128 Litchfield Road
New Milford, GT 06776

B. The Fitness Company Management Group, Inc's 18 Largest
   Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
WithumSmith + Brown         trade creditor            $252,243
5 Vaughn Drive
Princeton, NJ 08540

Gibbons, Del Deo, Dolan,    trade creditor             $21,264
Griflinger & Vecchlone
P.O. Box 827018
Philadelphia, PA 10182

Alferl-70 Wood Avenue       trade creditor             $10,854
Associates
c/o Alferi-Property
Management
399 Thornall Street
15th Floor
Edison, NJ 08818

C.B.I.Z. Benefits &         trade creditor              $2,975
Insurance Service

Cananwill, Inc.             trade creditor              $2,103

I.H.R.S.A.                  trade creditor              $1,059

New York City Department    trade creditor              $1,050
of Adm. Tribunal

Hanover Insurance Co.       trade creditor                $840

Windsor Park Charity Fund   trade creditor                $500

Danka Office Imaging        trade creditor                $484

Volkswagen Credit           trade creditor                $448

McDevitt Youmans            trade creditor                $395

Federal Express             shipping                      $296

Arctic Coolers              trade creditor                $251

Conexis                     trade creditor                $165

Premium Assignment Corp.    trade creditor                 $50

Awards Plus                 trade creditor                 $19

A.C.T. Telconferencing      conferencing                    $1
Canada, Inc.                services

C. The Fitness Company Ownership Group, Inc's 20 Largest Unsecured
   Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
River Drive Construction    trade creditor             $29,000
River Drive Center 3
611 River Drive
Elmwood Park, NJ
07407-1341

Nomura Asset Corp. as       trade creditor             $24,383
MortSec
Roc Jersey Associates,
L.L.C.
P.O. Box 11351
New York, NY 10286

Donna Chasey                liability                  $10,000
498 West Park Avenue
Oakhurst, NJ 07755

Kellie Colao                liability                   $8,700

Jersey Coast Roofing        liability                   $8,500

Pringle Quinn Anzano, P.C.  trade creditor              $7,939

Karen Denby                 liability                   $5,000

Leyla Mine Tandag           liability                   $5,000

Alphagraphics               liability                   $7,500

Carella, Byrne, Bain,       trade creditor              $6,926
Gilfillan, Cecchi,
Stewart & Olstein

Burke Construction          trade creditor              $7,483

Gibbons, Del Deo, Dolan,    trade creditor              $7,362
Griffinger & Vecchione

J.C.P.&L.                   trade creditor              $7,328

Air Dynamic Systems         trade creditor              $5,433

Garden State Laboratories,  trade creditor              $4,001
Inc.

Glasstech Specialist, Inc.  trade creditor              $4,001

B. Keith Controls, Inc.     trade creditor              $3,341

Mitchell Gas Co.            trade creditor              $2,958

P.S.E.&G. Co.               trade creditor              $2,880

Anton Mannik                trade creditor              $2,529

D. The Fitness Company, Inc. does not have creditors who are not
   insiders.


FORD MOTOR: Mulling Sale of Volvo Brand, Sources Say
----------------------------------------------------
Ford Motor Co. is mulling on selling its Volvo unit in an effort
to boost U.S. operations, the Wall Street Journal reports citing
people familiar with the matter.

The move marks an about face for the automaker who had previously
denied it was selling its Volvo division.

As reported in the Troubled Company Reporter on June 13, 2007, the
company employed help from investment banks including Goldman
Sachs, HSBC and Morgan Stanley to explore the sale of its
Jaguar and Land Rover brands.

Ford had previously entered into a definitive agreement to sell
Aston Martin to a consortium comprised of David Richards, John
Sinders, Investment Dar and Adeem Investment Co.


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

                          *    *    *

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

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


GRANT FOREST: Moody's Affirms B2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service revises Grant Forest Products Inc.'s
rating outlook to negative from stable.

Concurrently, the company's B2 corporate family rating was
affirmed.  The negative outlook reflects the prospects for a
protracted weak oriented strandboard pricing environment, Grant's
core product, as the company ramps up one new mill and completes
construction on a second new mill.  Poor market conditions for OSB
have reduced cash flow and will continue to hamper cash flow
generation until such time that the US housing market conditions
improve and absorb current and scheduled OSB capacity additions.

In addition, market developments have extended the timing of
Moody's debt amortization expectations related to the financing of
the two new OSB mills.  OSB pricing has been below cash costs for
the past few quarters from a combination of declining housing
starts and new OSB capacity additions, which has translated into
very weak margins and cash flow that are sub-standard for a B2
rating.  

Although there has been some improvement in OSB prices very
recently, Moody's believes that with the additional increase in
OSB capacity coupled with the sub prime mortgage crisis further
depressing housing starts, sustained improvement in OSB pricing is
not expected until 2009.  Should OSB pricing drop to below cash
costs for a sustained period of time and financial results
deteriorate from expected levels, or should liquidity arrangements
become impaired, the company's rating may be lowered.

Rating/Outlook Actions:

-- Corporate family rating affirmed at B2
-- Outlook: Changed to Negative from Stable

Grant's ratings are influenced primarily by the extremely volatile
pricing of its core product - oriented strandboard, coupled with
the high debt level, the company's relatively modest size and its
product line and geographic concentration.  The company's
competitive assets and relatively low cost position, good fiber
access, and debt reduction initiatives demonstrated in the past
and expected to be repeated when cash flow is available, somewhat
offset these challenges.

Moody's last rating action on Grant was in February 2007 when the
corporate family rating was downgraded to B2 from Ba3.

Headquartered in Toronto, Ontario, Grant Forest Products Inc. is a
privately held manufacturer of oriented strandboard, a wood-based
building material that competes with plywood in many applications.
The company owns and operates two manufacturing facilities in
Ontario, Canada, and is in the ramp up stage of one mill and is in
the construction stage of a second mill in South Carolina that
will double Grant's production when fully operational.  Grant also
owns a 50% joint venture interest in a facility located in
Alberta, Canada.


GXS WORLDWIDE: Moody's Affirms Corporate Family Rating at B2
---------------------------------------------------------------
Moody's revised GXS Worldwide Inc.'s outlook to stable from
negative, affirmed the company's B2 corporate family rating, and
rated the individual debt instruments comprising the company's
pending new capital structure.

The company is refinancing its capital structure with $560 million
of first and second lien debt and an unrated $55 million unsecured
holding company PIK note.  By moving some of the debt to a holding
company PIK note, GXS lowers leverage at GXS Worldwide, Inc. and
reduces its cash interest burden.

The change in outlook is driven by the improving core business,
diminishing effect from the declining G International and legacy
businesses and the company's new capital structure which
moderately lowers cash interest expense.  

While revenue and EBITDA will likely continue to moderately
decline in the short run, the stable outlook reflects Moody's
expectation that the company's EBITDA will stabilize in the near
to mid term as growth in the core business offsets the declining
legacy and G International businesses and the company recognizes
significant cost savings from their planned system and network
consolidation.

These ratings were affirmed:

-- Corporate family rating -- B2
-- Probability of default -- B2

These ratings were assigned pending the close of the transaction:

-- $50 million senior secured revolving credit facility due 2012,
    Ba3, LGD3 (31%)

-- $378.5 million senior secured first lien term loan due 2012,
    Ba3, LGD3 (31%)

-- $131.5 million senior secured second lien term loan due 2014,
    Caa1, LGD5 (79%)

These ratings will be withdrawn upon close of the transaction:

-- $50 million senior secured revolving credit facility due 2010,
    Ba3

-- $286.5 million senior secured first lien term loan due 2011,
    Ba3

-- $100 million senior secured second lien term loan due 2012, B3
-- $165 million senior subordinated notes due 2012, Caa1

Ratings could face downward pressure or the outlook could be
returned to negative if the company's EBITDA levels exhibit more
than minimal declines. Moody's does not anticipate that ratings
would be upgraded in the near term.

Headquartered in Gaithersburg, Maryland, GXS Worldwide, Inc.
provides supply chain management network services and software.  
Revenues were $386 million in fiscal 2006.


GXS WORLDWIDE: S&P Affirms B Rating and Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Gaithersburg, Maryland-based GXS Worldwide Inc.  
At the same time, Standard & Poor's revised its outlook on GXS to
stable from negative.
     
Standard & Poor's also assigned its 'B+' bank loan rating and '2'
recovery rating to the company's proposed $429 million first-lien
senior secured bank facility, reflecting the expectation for
substantial (70%-90%) recovery in the event of a payment default.  
In addition, Standard & Poor's assigned its 'B-' bank loan rating
and '5' recovery rating to the company's proposed $132 million
second-lien senior secured term loan, reflecting its expectation
for modest (10%-30%) recovery in the event of a payment default.  
     
"The revision of the outlook to stable reflects GXS' relatively
stable GAAP EBITDA despite substantial declines in total revenues
over the past few years, stabilization of revenues in GXS' core
business segment, and the improvement to the company's liquidity
profile provided by the proposed new bank facilities," said
Standard & Poor's credit analyst Ben Bubeck.  Proceeds from the
proposed bank facilities, along with $55 million of payment-in-
kind HoldCo subordinated notes and a small portion of cash from
the balance sheet, will be used to refinance GXS' existing debt
and to cover fees and expenses.
     
The ratings on GXS reflect its declining revenue base, presence in
a highly competitive and narrow niche marketplace, and high debt
leverage.  While GXS holds a leading market share in its addressed
niche, competition from both other players in the electronic data
interchange segment, as well as alternative technologies, has
negatively affected revenues over the past few years.  These are
only partially offset by a leading market position, limited debt
maturities over the intermediate term, and Standard & Poor's
expectation for continued stable EBITDA generation.


HOLLINGER INT'L: Black Guilty of Fraud and Obstruction of Justice
-----------------------------------------------------------------
Conrad Black, former chief executive officer of Hollinger
International Inc., nka Sun-Times Media Group Inc., was found
guilty Friday, of stealing millions of dollars from the company,
according to various news agencies.  Mr. Black was found guilty
three counts of mail fraud and one count of obstruction of
justice.

Various reports disclose that three codefendants were also
convicted of the same three fraud counts:

    * ex-Hollinger Vice President Peter Atkinson,
    * ex-Chief Financial Officer John Boultbee, and
    * ex-General Counsel Mark Kipnis.

The Honorable Amy St. Eve of the U.S. District Court for the
Northern District of Illinois set Nov. 30, 2007, as the sentencing
date.

As reported in the Troubled Company Reporter on March 21, 2007,
that Mr. Black was accused of 17 counts of fraud, money-
laundering, tax evasion, obstruction of justice and racketeering,
which could result up to 101 years in jail, $164 million in fines,
and $92 million in possible forfeitures.

                        Betting Odds

In a previous report published in the Troubled Company Reporter,
BetUS.com, an online sportsbook, posted odds regarding the outcome
of Mr. Black's trial

BetUS.com posted these odds on the Conrad Black trial:

   * What will be the outcome of Conrad Black's trial?

     -- He will be found guilty on all charges - 2/1
     -- He will be found guilty on some charges - 1/3
     -- He will be found not guilty on all charges - 10/1
     -- Mistrial will be declared - 20/1
     -- Other outcome - 30/1

   * Will Conrad Black be sentenced to jail time if found guilty
     of any charge?

     -- Yes - 1/50
     -- No - 25/1

   * If Conrad Black is sentenced to jail time, how long will it
     be?

     -- Over 5 Years - 5/6
     -- Under 5 Years - 5/6

     == Note prop refers to jail time sentenced not served

   * How Much Money will Conrad Black be ordered to pay if
     convicted of any wrong doings?

     -- Over 2 million - 5/6
     -- Under 2 million - 5/6

     == Note Forfeitures do not count

   * If forced to serve jail time, will Conrad Black serve his
     sentence (even in part) in Canada?

     -- Yes - 3/1
     -- No - 1/5

   * Will Conrad Black regain his Canadian nationality before
     Dec. 31, 2008?

     -- Yes - 5/1
     -- No - 1/10

   * Will Conrad Black be divorced before Dec. 31, 2008?

     -- Yes - 5/1
     -- No - 1/10

   * Will Conrad Black be stripped of his Lord title before
     Dec. 31, 2009?

     -- Yes - 50/1

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $172,210,000 and total liabilities of $245,589,000, resulting
in a $73,379,000 total stockholders' deficit.


HYDROCHEM INDUSTRIAL: Moody's Junks Rating on 2nd Lien Loan
-----------------------------------------------------------
Moody's Investors Service assigned B1 and Caa1 to the first and
second lien senior secured credit facilities of HydroChem
Industrial Services, Inc. respectively and affirmed the B2
Corporate Family and Probability of Default ratings.

The facilities were used to finance the acquisition of HydroChem
by Harvest Partners, LLC., which took place on June 8, 2007.
Moody's also withdrew the ratings on the $150 million 9.25% senior
subordinated notes as these have been tendered under a put option
triggered by the acquisition.  Moody's changed the outlook of
HydroChem on May 7, 2007 to stable from positive following the
announcement of the acquisition and the expected effect on
leverage and other credit metrics.

The purchase price of $334 million represents an estimated
multiple of 8.5 times adjusted EBITDA of $39.2 million for the
twelve months ended March 31, 2007.  Changes in the capital
structure which had initially been proposed include the upsizing
of the first lien term loan by $20 million to $150 million, the
upsizing of the second lien term loan by $10 million to $60
million, and a reduction in the first lien revolver commitment by
$10 million to $40 million.  The transaction also includes a
combination of 13.5% PIK term loan at the parent level, and equity
of $95 million mostly in the form of cumulative preferred shares.

HydroChem's ratings are constrained by the high initial leverage
for the B2 rating category, the company's relatively small size,
the high acquisition multiple given limited long-term revenue
growth prospects as the trend toward exporting US manufacturing
continues, and the company's significant exposure to the
petrochemical and refining industry.  Rating constraints also
include a high percentage of intangibles on the balance sheet
comprising about 70% of assets.

The ratings benefit from the company's position in the industrial
cleaning services industry, long-standing client relationships,
high quality customer base, a stable underlying business, a
geographically diverse revenue stream, relatively small individual
job size, and solid top line growth over the last two years along
with trends toward single-vendor service relationships and
centralized purchasing which should favor larger organizations
over smaller contractors.

Given the high level of initial financial leverage, a downgrade
could result from weak or negative free cash flow generation
resulting from a slowdown in industrial production and associated
reduction in cleaning and maintenance expenditures, declining
operating margins, unanticipated increases in capital
expenditures, or dilutive debt-financed acquisitions.

HydroChem's weak positioning in the B2 Corporate Family rating
category and the company's relatively recent history of leveraged
buyouts means that an upgrade is unlikely in the medium term.

Moody's took these rating actions:

-- Affirmed the B2 Corporate Family Rating;
-- Affirmed the B2 Probability of Default Rating.
-- Assigned B1 (LGD 3, 32%) to the $40 million first lien
    revolver due 2013;

-- Assigned B1 (LGD 3, 32%) to the $150 million first lien term
    loan B due 2013 (inclusive of the delayed draw portion);

-- Assigned Caa1 (LGD 5, 81%) to the $60 million senior secured
    second lien term loan due 2014;

-- Withdrew the Caa1 (LGD 5, 84%) rating on the $150 million
    9.25% senior subordinated notes, due 2013 which have been put
    to the company;

The outlook for the ratings is stable.

Moody's withdrew the existing ratings on the credit facilities as
initially proposed.  

Headquartered in Deer Park, Texas, HydroChem Industrial Services,
Inc. is a leading North American provider of industrial cleaning
services to a diversified client base of over 800 customers, often
under long-term contracts, including Fortune 500 and S&P Global
1200 companies.  The company offers hydroblasting, industrial
vacuuming, chemical cleaning, and tank cleaning and related
services at over 90 operating locations, many of which are on the
Gulf Coast.  The company's revenues are generated from services to
the petrochemical industry (51.6%), oil refining (25.6%),
utilities (12.6%), pulp and paper mills (2.2%), with the remainder
(8%) coming from other industries.  The company is owned by
Harvest Partners, LLC.  Revenue for the twelve months ended
March 31, 2007 was $247 million.


HYDROCHEM INDUSTRIAL: S&P Holds CCC+ Rating on 2nd Lien Loan
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on HydroChem Industrial Services Inc.'s senior secured
first-lien and second-lien bank credit facilities.  The first-lien
bank loan rating is 'B+' and the recovery rating is '2',
indicating the expectation for substantial (70%-90%) recovery in
the event of a payment default.  The second-lien bank loan rating
is 'CCC+' and the recovery rating is '6', indicating negligible
(0%-10%) recovery in the event of a payment default.  
     
The affirmation reflects several changes to the facilities,
including the reduction of the first-lien revolving credit
facility to $40 million from $50 million.  The $30 million first-
lien term loan B will remain the same, and the delayed draw
portion of the first-lien term loan B will increase to $120
million from $100 million.  Finally, the delayed draw second-lien
term loan will increase to $60 million from $50 million.
      


Ratings List
HydroChem Industrial Services Inc.
Corporate credit rating                          B/Stable/--

Affirmed Ratings
Senior secured first-lien bank credit facilities B+
  Recovery rating                                 2
Senior secured second-lien term loan             CCC+
  Recovery rating                                 6


HYLAND SOFTWARE: Moody's Rates Corporate Family Rating at B2
------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Hyland Software, Inc. and also assigned ratings to the credit
facilities to be used to finance the acquisition of Hyland by the
private equity firm Thoma Cressey Bravo.  The first lien credit
facilities were assigned a B1 rating and the second lien term loan
was assigned a Caa1 rating.  The ratings outlook is stable.

The B2 corporate family rating reflects

   i. the small size of the company;

  ii. high leverage and low interest coverage; and

iii. company's relatively small market share in a highly
      competitive industry with significantly larger players.

The rating incorporates the company's

   i. high level of recurring maintenance revenues and high  
      renewal rates;

  ii. diverse customer base; and

iii. the expectation that the company will continue to generate
      positive free cash flow.

These ratings were assigned:

-- Corporate family rating: B2
-- Probability of default rating: B2
-- $20 million 5-year First lien Revolving Credit Facility: B1,
    LGD3, 37%

-- $80 million 6-year First Lien Senior Secured Term Loan: B1,  
    LGD3, 37%

-- $30 million 7-year Second Lien Senior Secured Term Loan: Caa1,
    LGD5, 89%

The ratings could be downgraded if:

   i. there is a decline in maintenance revenues evidenced partly
      through declining revenue retention rate;

  ii. Hyland is unable to generate positive free cash flow; or

iii. there is a further increase in leverage either as a result
      of debt financed acquisitions or declining revenue and
      profitability measures due to competitive pressures or
      business execution missteps.

The ratings could be pressured upwards were the company to

   i. significantly deleverage, with debt to EBITDA falling to
      less than 4x;

  ii. sustain high growth in revenues with improvement in  
      profitability metrics; and

iii. generate significant positive free cash flow such that FCF/
      Debt is greater than 10% on a sustained basis.

Headquartered in Westlake, Ohio, Hyland Software, Inc. is a
provider of enterprise content management software, focusing on
mid-tier organizations, as well as divisions of large
organizations.  The company generated revenues of $89 million for
the LTM ended June 30, 2007.


INTEGRA TELECOM: High Business Risks Cue S&P's B- Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Portland, Oregon-based Integra Telecom Inc., a
competitive local exchange carrier.  The outlook is positive.
     
At the same time, S&P assigned bank loan and recovery ratings to
Integra Telecom Holdings Inc.'s proposed $1.035 billion secured
credit facilities, which are guaranteed by Integra Telecom Inc.  
The secured first-lien facilities--consisting of a $50 million
revolver and $715 million term loan--are rated 'CCC+', one notch
below the corporate credit rating.  The recovery rating is '5',
indicating an expectation for modest (10%-30%) recovery in the
event of payment default.  The $270 million secured second-lien
term loan is rated 'CCC', two notches below the corporate credit
rating, with a '6' recovery rating indicating an expectation for
negligible (0%-10%) recovery in the event of payment default.  
Integra Telecom Inc.'s proposed $215 million senior unsecured
floating-rate PIK loan is rated 'CCC'.  
     
Integra is acquiring Minneapolis, Minnesota-based Eschelon Telecom
Inc. (B-/Stable/--) for $703 million.  S&P expect to withdraw the
ratings on Eschelon, also a CLEC, upon completion of the financing
transaction as its debt will be repaid.  Proceeds of $1.2 billion,
coupled with $40 million of cash, will be used to fund the
$559 million equity purchase price of Eschelon, redeem
$462 million of Integra debt and $144 million of Eschelon debt,
and pay about $75 million of accrued interest, tender costs, and
transaction fees.  Integra's total debt is expected to be about
$1.3 billion on an operating lease-adjusted basis.
      
"The ratings on Integra reflect a high degree of business risk and
a highly leveraged financial risk profile," said Standard & Poor's
credit analyst Allyn Arden.  Total debt to EBITDA is elevated at
about 8.2x on an operating lease-adjusted basis and including 50%
debt-like treatment of the existing preferred stock.
     
Integra provides integrated telecommunications services to
approximately 124,000 small and midsize enterprise customers in 11
states in the Western U.S. primarily through unbundled network
elements leased from the incumbent local exchange carrier.


INT'L MANAGEMENT: Trustee Taps GlassRatner for Valuation Services
-----------------------------------------------------------------
William F. Perkins, the Chapter 11 Trustee for International
Management Associates LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Georgia for
permission to employ GlassRatner Advisory & Capital Group LLC as
provider of valuation services, nunc pro tunc June 13, 2007.

The firm will assist the Trustee with services relating to the
valuation of a limited partnership interest held by the Debtors.

The Trustee tells the Court that it is selling the Debtors' 28.75%
limited partnership interest in GAA Partridge Inn Hotel Partners
LP to GAA Partridge.

The firm's professionals billing rates:

     Professionals                Hourly Rates
     -------------                ------------
     Ian Ratner, CPA                 $350
     Carla Sklenka, CPA              $295
     Leanne Gould, CPA               $265
     Others                       $135 - $185

Ian Ratner, CPA, a member of the firm, assures the Court the Court
that he does not hold any interest adverse to the Debtors' estate
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Court.

Mr. Ratner can be reached at:

     Ian Ratner, CPA
     3391 Peachtree Road, Suite 330
     Atlanta, GA 3032
     Tel: (678) 904-1990
     Fax: (678) 904-1991
     http://www.glassratner.com/
     
Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on March 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  James R. Sacca, Esq., at Greenberg
Traurig, LLP, and Mark S. Kaufman, Esq., at McKenna Long &
Aldridge, LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they did not state their total assets but estimated
total debts to be more than $100 million.

On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee.  Kilpatrick Stockton LLP represents
Mr. Perkins.


INTERNATIONAL PAPER: Names Timothy Nicholls as CFO and Senior VP
----------------------------------------------------------------
International Paper Co. has elected Timothy S. Nicholls as senior
vice president and chief financial officer, effective Dec. 1,
2007.

"Tim's global business, finance and operations experience make him
an excellent choice to be our next CFO," John Faraci, chairman and
chief executive officer of International Paper, said.  "He will be
a strong addition to our leadership team as we continue to execute
our transformation plan."

Mr. Nicholls, 45, is currently vice president and executive
project leader on special assignment related to the company's
potential joint venture with Russian pulp and paper company, Ilim
Pulp.  He has also served as vice president and chief financial
officer of the company's European operations, based in Brussels,
Belgium, and as president of the company's former Canadian pulp
and wood products business.

Mr. Nicholls began his career in the paper industry with Union
Camp Corporation in 1991, where he held positions in finance,
business management, and planning and development in both U.S. and
non-U.S. packaging operations.  When International Paper acquired
Union Camp in 1999, he became general manager of the emerging
markets segment of the combined company's corrugated packaging
business and later became director of finance and planning for the
industrial packaging sector.

Mr. Nicholls earned his Bachelor's degree in Business
Administration from the University of South Carolina in
Spartanburg, and has an MBA from the University of Georgia in
Athens.

                       About International Paper

Headquartered in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is an uncoated  
paper and packaging company with primary markets and manufacturing
operations in North America, Europe, Russia, Latin America, Asia
and North Africa.  International Paper employs approximately
54,000 people in more than 20 countries, and serves customers
worldwide.  

                          *     *     *

International Paper Co. carries Moody's Investors Service Ba1
senior subordinate rating and Ba2 Preferred Stock rating.


IRON AGE: Taps Richardson as Accountants on Profit Sharing Plan
---------------------------------------------------------------
Iron Age Corporation and its debtor-affiliate, Iron Age Canada,
Ltd., ask permission from the U.S. Bankruptcy Court for the
District of Massachusetts to employ Richardson & Company P.C. as
accountants with respect to the Debtors' profit sharing plan.

The firm will:

   a) conduct final audits of the plan for the plan years 2006 and
      2007; and

   b) prepare audited financial statements with respect to the
      Plan, prepared in accordance generally accepted accounting
      principles.

John J. Antonelli, a shareholder of the firm, tells the Court that
the firm's professionals bill:

      Professional               Designation       Hourly Rate
      ------------               -----------       -----------
      Steven M. Richardson       Managing              $280
                                 Shareholder

      John J. Antonelli, Jr.     Shareholder           $250

      Mark E. O'Reilly           Accounting and        $205
                                 Auditing Manager

      Team Member                Accounting and        $170
                                 Auditing Senior

      Team Member                Accounting and        $120
                                 Auditing Staff

      Team Member                Accounting and         $85
                                 Auditing Manager

Mr. Antonelli assures the Court that the Firm is "disinterested"
as that term is defined in Section 101(a) of the U.S. Bankruptcy
Code.

                          About Iron Age

Based 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.


JORDYN HOLDINGS: Wants Court Nod to Sell Florida Real Estate
------------------------------------------------------------
Jordyn Holdings IV, LLC asks permission from the U.S. Bankruptcy
Court for the Middle District of Florida to sell certain real
estate property located in Lee County, Florida.

In November 2005, the Debtor entered into and closed a contract
with Copperhead Development, Inc. to purchase 298 acres of real
estate consisting of a golf course and related property for
$40,000,000.  In order to finance the purchase, the Debtor
conveyed a purchase-money mortgage and note to The Banker's Bank
for a large portion of the purchase price.  The Banker's Bank note
will mature under its own terms in January 2008.

On or about the same date that the Debtor purchased the Golf
Course Property and Community from Copperhead, the Debtor entered
into an agreement to sell substantially all of the golf course
portions of the Golf Course Property and Community to Nueva
Inversiones, LLC.

Pursuant to an amended agreement, the Debtor agreed to transfer
title to the Subject Property to Nueva if and only after Nueva
paid certain deposits to the Debtor in full and in accordance with
the amended agreement.  Until recently, the Debtor had been making
monthly mortgage payments to Banker's Bank from the payments the
Debtor had been receiving from Nueva pursuant to the agreements.

Several months ago, however, Nueva failed to pay the necessary
deposits, and the parties were therefore unable to close on a
significant portion of the Subject Property due to Nueva's
default.

As a result of Nueva's default, the Debtor has been unable to
satisfy its mortgage obligations to Banker's Bank.  The Bank's
loan balance is currently at approximately $13,000,000, and
maturation of the note is forthcoming.  In addition, due to the
hardship caused by Nueva's default, the Debtor subsequently filed
for bankruptcy.

The proposed sale is intended to encompass all of the Debtor's
real estate, leases, and appurtenances relating to the Subject
Property.  The Debtor believes that through a nationally
advertised auction, the Debtor will be able to generate a buyer
who will purchase the Subject Property for an amount that will
satisfy the Bank's mortgage and provide additional funds for the
benefit of the estate.

                       About Jordyn Holdings

Based in Sarasota, Florida, Jordyn Holdings IV LLC filed for
Chapter 11 bankruptcy protection on June 13, 2007 (Bankr. M.D.
Fla. Case No. 07-05006).  Richard J. McIntyre, Esq., at The
McIntyre Law Firm, P.L., represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the Debtor's bankruptcy case.  In
its schedules of assets and liabilities, the Debtor listed total
assets of $56,390,000, and total liabilities of $23,841,627.


K-SEA TRANSPORTATION: S&P Places BB- Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on K-Sea Transportation Partners L.P. on CreditWatch
with negative implications.  The CreditWatch placement follows the
company's recent announcement that it is acquiring Smith Maritime
Ltd. and Sirius Maritime LLC, two tank barge companies located in
Hawaii and Seattle, Washington, respectively, in a debt-financed
transaction.  As of March 31, 2007, K-Sea had about $230 million
of lease-adjusted debt outstanding.
      
"The pending acquisitions will increase K-Sea's barrel capacity
significantly and bolster its business position but will also
result in a substantial increase in debt," said Standard & Poor's
credit analyst Lisa Jenkins.  The total purchase price consists of
approximately $195 million in cash and assumed debt plus K-Sea
common units valued at approximately $10 million.  K-Sea expects
to fund the cash portion of the purchase price with additional
debt, which it will then refinance.
     
K-Sea is a coastwise tank barge operator, providing marine
transportation of refined petroleum products in the East, West,
and Gulf Coast regions of the United States.  K-Sea operates under
a master limited partnership structure and distributes a
significant amount of its cash to unitholders.  As a result, the
company's ability to repay debt is limited.  Current ratings are
based on an assumption that the company will maintain a
distribution coverage ratio in the 1.1x-1.2x area and debt to
EBITDA in the 3x-4x area.  As of March 31, 2007, the distribution
coverage ratio was about 1.2x and debt to EBITDA was about 3.6x.
     
To resolve the CreditWatch, Standard & Poor's will meet with
management to discuss the business and financial implications of
the pending acquisitions.  In addition, S&P will assess the
company's current operating outlook, the potential for additional
debt-financed acquisitions, capital spending plans, and
management's financial policies and goals.  S&P will likely lower
ratings if it appears that credit protection measures will
deteriorate and stay below previously expected levels.


KESSLER HOSPITAL: Disclosure Statement Hearing Set on July 23
-------------------------------------------------------------
The Honorable Judith H. Wizmur of the United States Bankruptcy
Court for the District of New Jersey will convene a hearing on
July 23, 2007, at 2:00 p.m., at JHW-Courtroom 4B in Camden, New
Jersey to consider the adequacy of William B. Kessler Memorial
Hospital Inc.'s Disclosure Statement explaining its Chapter 11
Plan of Reorganization.

                        Treatment of Claims

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

Secured Claim of Northern Healthcare Capital Inc. will be paid
in full.  Northern Healthcare will be paid in accordance with the
final order approving debtor-in-possession financing and the loan
documents completed by the Debtor prepetition and postpetition.

The Secured Claim of Berenato & Pullia and Mar-Dor Building will
be paid in full.

                        Other Secured Claims

Secured Claims of Creditors Holding Liens on Equipment are
composed of:

   -- Central Atlantic Leasing
   -- Winthorp Resources Corp.
   -- Abbot Labs.
   -- L.A. Barrington
   -- Sensory Management Services LLC

The Debtor will pay the value of the creditors' collateral over
5 years with interest at 7% per annum.  Creditors will receive
monthly payments sufficient to fully amortize and pay the secured
claim over 60 months.

The Debtor will make monthly payments to Priority Claims of
Creditors with Non-union, Non-Taxing Authority Employee Related
Claims over 18 months commencing on the effective date sufficient
to satisfy all of the claims 100%.

The Debtor will cure Local 1199C and JNESCO's claims over18 months
in equal monthly installments on the effective date.

General Unsecured Claims will be paid in full of their respective
claims and liens in this manner:

   i. commencing six months after the effective date, the
      Debtor will make six annual payments of $166,000 to the
      distribution trustee for deposit into to distribution trust
      to be distributed, pro rata, to unsecured creditors; and

  ii. proceeds of all avoidance litigation commenced by the
      estates' representative will be paid to the distribution
      trust after payment of any counsel fees and costs.  The
      distribution trust will make annual distributions to
      beneficiaries on a pro rata basis.

Holders of Equity Interests against the Debtor will not receive
any distribution under the Plan.

Based in Hammonton, New Jersey, William B. Kessler Memorial
Hospital, Inc. -- http://www.kesslerhospital.org/-- is a non-
profit corporation that operates a hospital.  The Company filed
for chapter 11 protection on Sept. 13, 2006 (Bankr. D. N.J. Case
No. 06-18680).  Albert A. Ciardi, III, Esq., at Ciardi & Ciardi,
P.C., represents the Debtor in its restructuring efforts.  Carol
A. Slocum, Esq., at Klehr Harrison Harvey Branzburg & Ellers,
represents the Official Committee of Unsecured Creditors.  As of
its bankruptcy filing, the Debtor disclosed total assets of
$5,906,300 and total liabilities of 12,602,600.


LOTHIAN OIL: Court Okays Haynes and Boone as Bankruptcy Counsel
---------------------------------------------------------------
Lothian Oil Inc. and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the Western District of Texas, to
employ Haynes and Boone, LLP as general bankruptcy counsel.

The firm is expected to:

   a) provide the Debtors with respect to their powers and duties
      as debtors-in-possession under the Bankruptcy Code and the
      continued management of their business operations;

   b) advise the Debtors with respect to their responsibilities in
      complying with the U.S. Trustee's Operating Guidelines and
      Reporting Requirements and with the rules of the Court;

   c) prepare and file motions, orders, applications, other
      pleadings, adversary proceedings, and other legal documents
      on behalf of the Debtors as may be necessary in the
      administration of the cases;

   d) represent the Debtors and to protect the interest and in all
      matters pending before the court; and

   e) represent the Debtors in negotiations with their creditors
      and in the preparation and confirmation of a plan of    
      reorganization.

The firm will charge the Debtors for professionals' services
rendered with these hourly rates:

      Professional                 Designation    Hourly Rate
      ------------                 -----------    -----------
      Charles A. Beckham, Esq.     Partner           $625
      Blaine F. Bates, Esq.        Partner           $470
      Eric Terry, Esq.             Partner           $470
      Kourtney Lyda, Esq.          Associate         $385
      Abigail Ottmers, Esq.        Associate         $315
      Brooks Hamilton, Esq.        Associate         $280
      Jermaine Johnson             Paralegal         $195

To the best of the Debtors' knowledge the firm does not hold or
represent an interest adverse to the estate and is "disinterested"
as the term is defined in the Bankruptcy Code.

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


MASSACHUSETTS EYE: Moody's Rates Series 1998 Bonds at Ba1
---------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on Massachusetts
Eye and Ear Infirmary's outstanding Series 1998 bonds,
$23.7 million outstanding, issued through the Massachusetts Health
and Educational Facilities Financing Authority.

The rating outlook is stable.  Moody's analysis incorporates a
$20 million parity borrowing from a Mass HEFA Pool Loan program
which occurred in Spring, 2007.

                         Legal Security

Bonds are secured by a gross revenue pledge of the obligated group
which includes MEEI, the parent organization and the faculty
physician division.  MEEI's 2005 $14 million pool loan borrowing
and the 2007 pool loan borrowing, $20 million, are parity to the
Series 1998B bonds.

Interest Rate Derivatives: None

                           Strengths

-- Strong cash position with $76.7 million or 175 days cash on
    hand and 214% cash-to-debt at the end of FY 2006.  The
    addition of the recent $20 million debt issuance reduces the  
    ratio to a still above average 138%.  Investment allocation is  
    more akin to a private university; 85% of unrestricted cash
    invested in equities and alternative investments, which may
    provide for more upside returns but has more limited short-
    term liquidity

-- Niche provider of highly specialized ophthalmology and
    otolaryngology services and teaching site for Harvard Medical
    School; MEEI continues to adjust to the migration of patient
    modalities to the outpatient setting; about 85% of MEEI's
    patient service revenues reflect outpatient business

-- Stable financial performance with slight improvement in FY
    2006 although profit margins remain weak with -1.1% operating
    margin and 5% operating cash flow margin

-- Bonded debt matures in 2011

                           Challenges

-- Material increase in leverage (60%) with recent $20 million
    parity borrowing to fund operating room renovations and other
    capital needs.  Pro forma debt coverage measures weaken to
    5.13 times debt to cashflow from 3.03 times and 1.83 times    
    maximum annual debt service coverage from a more favorable
    2.26 times

-- Inpatient volumes continue to decline annually and total
    surgeries declined 2.7% due to the loss of a few key
    physicians who have since been replaced, highlighting the
    demand for these subspecialists and risks of a being a highly
    specialized provider

-- Relatively small size of $167 million total revenue, physician
    base and limited diversification of revenue create credit risk
    and limited ability to generate a material profit margin

                           Outlook

The stable outlook on MEEI's Ba1 rating reflects our belief that
financial performance should continue to produce adequate debt
service coverage measures.

What could change the rating - Up

-- Materially improved financial performance and debt coverage
    measures; stabilization of inpatient volumes and increase in
    outpatient cases; no decline in liquidity

What could change the rating - Down

-- Continued downturn in financial performance; material
     liquidity declines

                          Key Indicators

Assumptions & Adjustments:

-- Based on financial statements for Foundation of the
    Massachusetts Eye and Ear Infirmary, Inc.

-- First number reflects audit year ended Sept. 30, 2005

-- Second number reflects audit year ended Sept. 30, 2006
    with $20 million pool borrowing added

-- Investment income removed from total operating revenues;
    investment returns smoothed at 6% unless otherwise noted

-- $1.4 million of one-time expenses removed from FY 2005 results

-- Unrestricted cash is net of permanently restricted funds and
     temporarily restricted funds

-- $7.5 MM of market valuation on alternative investments added
    to unrestricted cash in FY 2005

-- Inpatient admissions: 1,263; 1237
-- Outpatient visits: 228,845; 239;455
-- Total operating revenues: $155 million; $167 million
-- Moody's-adjusted net revenue available for debt service: $11.4
    million; $13.4 million

-- Total debt outstanding: $39.8 million; $55.7 million
-- Maximum annual debt service: $5.9 million; $7.3 million
-- MADS Coverage with reported investment income: 1.94 times;
    1.57 times

-- Moody's-adjusted MADS Coverage with normalized investment
    income: 2.26 times; 1.83 times

-- Debt-to-cash flow: 3.03 times; 5.17 times
-- Days cash on hand: 175 days; 174 days
-- Cash-to-debt: 215%; 138%
-- Operating margin: -1.1%; -1.7%
-- Operating cash flow margin: 5.0%; 5.0%


MCJUNKIN CORP: Moody's Reviews B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service placed the ratings of McJunkin
Corporation (B1 corporate family rating) under review for possible
downgrade following the announcement that it intends to merge with
Red Man Pipe & Supply Co, a distributor of consumable oilfield and
industrial supplies, tubular products, pipes, valves, and
fittings.  The review for downgrade reflects the likelihood of
increased total debt following this transaction.

The McJunkin ratings under review are:

-- Corporate family rating -- B1
-- Probability-of-default rating -- B1
-- $300mm Sr sec revolving credit facility due 2012 - Ba1
-- $575mm Sr sec term loan due 2014 - B2

Moody's expects the transaction to be financed with equity and
additional debt, which would result in a meaningful increase in
McJunkin's debt.  The merger is subject to regulatory approval and
securing committed financing.  It is expected to close in the
third quarter of 2007.

The review will include an assessment of the capital structure of
the merged entities as well as potential strategic and cost
benefits that could be derived from the newly formed company, as
well as integration issues.

McJunkin Corporation, headquartered in Charleston, West Virginia,
is a relatively large distributor of pipes, valves, and fittings,
serving the five major end markets in the process industry:
petroleum refinery, chemical processing, gas distribution and
transmission, natural gas and oil exploration and production.


NARROWSTEP INC: May 31 Balance Sheet Upside-down by $1.2 Million
----------------------------------------------------------------
Narrowstep Inc.'s company's consolidated balance sheet at May 31,
2007, showed $7.9 million in total assets, and $9.1 million in
total liabilities, resulting in a $1.2 million total stockholders'
deficit.

The company reported a net loss of $3.3 million on total revenue
of $1.6 million for the first quarter ended May 31, 2007, compared
with a net loss of $1.2 million on total revenue of $1.1 million
for the same period last year.

The increase in total revenue is attributable to the increase in
narrowcasting and other revenues, partly offset by the decrease in
production services revenue.

Narrowcasting and other revenues for the three months ended May
31, 2007, increased to $1.4 million, compared to $836,513 reported
for the three months ended May 31, 2006.  Production services
revenues for the three months ended May 31, 2007, decreased to
$175,633, a decrease of $132,377, or 43%, compared to $308,010 for
the three months ended May 31, 2006.  This decrease is consistent
with the company's strategic plan to focus its resources on
narrowscasting and to deemphasize production services as a revenue
source.

The increase in net loss is primarily due to the increase in
consolidated costs and expenses, partly offset by the increase in
total revenue.

Consolidated costs and expenses for the three months ended May 31,
2007 were $4.7 million, an increase of $2.3 million, or 98%,
compared to $2.4 million for the three months ended May 31, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2007, are available for
free at http://researcharchives.com/t/s?2198  

                         Going Concern Doubt

As reported in the Troubled Company Reporter on June 5, 2007,
Rothstein, Kass & Company P.C., in Roseland, N.J., expressed
substantial doubt about Narrowstep Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Feb. 28, 2007.  The auditing firm noted that
the company has reported significant losses from operations, had
an accumulated deficit, utilized a significant amount of cash from
operations, and requires additional financial to fund future
operations.

                         About Narrowstep Inc

Headquartered in London, England, Narrowstep Inc. -- (OTC BB:
NRWS) -- http://www.narrowstep.com/-- provides broadband  
television services.  Narrowstep's proprietary technologies and
customer-focused services enable TV channels to be delivered over
the Internet.  The company's telvOS(TM) and nBed(TM) technologies
enable the most comprehensive delivery of video to mobile,
wireless, Internet, broadband, VOIP and entirely new IP-delivered
broadcast services.


ORBITZ WORLDWIDE: S&P Rates Proposed $800MM Facility at BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Orbitz Worldwide Inc., a major operating
subsidiary of Travelport LLC (B/Stable/--).  The outlook is
stable.
     
At the same time, S&P assigned 'BB-' ratings to Orbitz's proposed
$800 million secured credit facility, consisting of a $75 million
revolver, $600 million senior secured term loan, and $125 million
synthetic letter-of-credit facility.  The recovery rating is '1',
indicating expectations of substantial (90%-100%) recovery of
principal in the event of a payment default.  The revolver matures
in 2013, while the term loan and synthetic letter-of-credit
facility mature in 2014.
      
"Proceeds from the credit facility, to be entered into in
conjunction with a proposed IPO, will be used to reduce debt at
Travelport, Orbitz's parent, and to provide excess cash to
Orbitz," said Standard & Poor's credit analyst Betsy Snyder.  
"Entering into the credit facility is contingent upon a successful
IPO."
     
Ratings on Orbitz Worldwide reflect the majority stake in the
company that will continue to be held by its parent Travelport LLC
(B/Stable/--) upon completion of its IPO; an aggressive financial
profile; and the seasonal and cyclical nature of the travel
industry.  Ratings also incorporate the company's major position
in on-line travel distribution and the strong cash flow this
business tends to generate.  Travelport will continue to own
approximately 60% of Orbitz after the IPO is complete, with most
of the proceeds from the offering used to reduce Travelport debt.  
As a result, Orbitz ratings will be constrained by ratings on
Travelport.  Travelport is owned by affiliates of the Blackstone
Group and Technology Crossover Ventures, together with One Equity
Partners.  In recent months, Travelport added over $2 billion of
debt to finance a merger with Worldspan L.P. (expected to be
completed in the third quarter of 2007) and to pay a $1.1 billion
dividend to its owners just seven months after its acquisition.
     
The outlook reflects Travelport's stable outlook.  If Travelport
were to reduce its stake in Orbitz to a greater extent than that
of the proposed IPO, S&P would review ratings on Orbitz for a
potential rating action.  An outlook revision to negative is not
considered likely over the near to intermediate term.


ORESTE'S MANAGEMENT: Case Summary & 77 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Oreste's Management Corp.
             P.O. Box 1830
             Coamo, PR 00769

Bankruptcy Case No.: 07-03948

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Tequila's Mexican Bar & Grill              07-03949
        Oreste's Bar & Grill-Santa Isabel, Inc.    07-03950
        Wake Up Sport Bar, Inc.                    07-03952
        Edgardo O. Rivera Rodriguez                07-03954

Type of business: The Debtor owns and operates bars.

Chapter 11 Petition Date: July 13, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtors' Counsel: Modesto Bigas Mendez, Esq.
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444


                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Oreste's Management Corp.   $10,000 to             $1 million to
                            $100,000               $100 million

Tequila's Mexican Bar &     $100,000 to            $1 million to
Grill                       $1 million             $100 million

Oreste's Bar & Grill-Santa  $100,000 to            $100,000 to
Isabel, Inc.                $1 million             $1 million

Wake Up Sport Bar, Inc.     $100,000 to            $100,000 to
                            $1 million             $1 million

Edgardo O. Rivera           $1 million to          $1 million to
Rodriguez                   $100 million           $100 million


A. Oreste's Management Corp's 17 Largest Unsecured Creditors:

Entity                      Nature of Claim      Claim Amount
------                      ---------------      ------------
Oreste's Service Station,                             $371,752
Inc.
P.O. Box 1830
Coamo, PR 00769-1830

Internal Revenue Service                              $230,142
Mercantil Plaza Office 914
2 Ponce de Leon, PDA 27 1/2
San Juan, PR 00918-1693

Tequila's Mexican Bar & Grill,                        $222,718
Inc.
P.O. Box 1830
Coamo, PR 00769-1830

Banco Santander                                       $210,793

Wake Up Sport Bar, Inc.                               $172,177

Oreste's Bar & Grill                                  $163,628
Santa Isabel, Inc.

Departamento de Hacienda                              $152,976

Oreste's Bar & Grill Coamo                             $62,104

Eurolease                                              $61,920

Banco Santander                                        $42,462

Fondo del Seguro del Estado                            $38,397

Departamento del Trabajo                               $36,081
y Rec Hum

Liberty Financial, Inc.                                $17,172

Banco Santander                                        $10,378

A.I.C. Credit Corp.                                     $2,887

Centennial                                                $885

Puerto Rico Telephone Co.                                   $6

B. Tequila's Mexican Bar & Grill's 19 Largest Unsecured Creditors:

Entity                      Nature of Claim      Claim Amount
------                      ---------------      ------------
Oreste's Management Corp.                             $598,848
P.O. Box 1830
Coamo, PR 00769-1830

Internal Revenue Service                              $145,837
Mercantil Plaza Ofic 914
2 Ponce de Leon, PDA 27 1/2
San Juan, PR 00918-1693

Banco Santander                                        $91,632
P.O. Box 191080
San Juan, PR 00919-1080

Departamento de Hacienda                               $73,094

Wake Up Sport Bar, Inc.                                $69,231

Crim                                                   $56,617

Oreste's Service Station, Inc.                         $52,350

Oreste's Bar & Grill Coamo                             $42,500

Oreste's Bar & Grill Santa                             $33,298
Isabel, Inc.

Eurolease                                              $30,536

American Express Corp.                                 $30,000

Plaza Santa Isabel                                     $23,928

Fondo del Seguro del                                   $22,016
Estado

AMEX                                                   $20,000

Departamento de Trabajo Y                              $14,970
Rec Hum

Ballester Hermanos, Inc.                               $13,873

Provisiones Legrand                                    $13,653

R.G. Premier Bank                                      $12,000

Mendez & Company, Inc.                                 $10,345

C. Oreste's Bar & Grill-Santa Isabel, Inc's 17 Largest Unsecured
Creditors:

Entity                      Nature of Claim      Claim Amount
------                      ---------------      ------------
Oreste's Management Corp.                             $202,791
P.O. Box 1830
Coamo, PR 00769-1830

Gobierno Municipal de Santa                            $96,346
Isabel Patente Municipal

Oreste's Bar & Grill Coamo                             $40,731

Internal Revenue Service                               $38,698

Tequila's Mexican Bar &                                $31,098
Grill, Inc.

Departamento de Hacienda                               $26,729

Crim                                                   $16,577

Eurolease                                              $16,498

Wake Up Sport Bar, Inc.                                $16,410

Provisiones Legrand                                    $10,284

Oreste's Service Station, Inc.                          $9,598

Departamento del Trabajo Y                              $8,032
Rec Hum

V. Suarez & Co.                                         $6,759

Doral Bank                                              $8,075

Ballester Hermanos, Inc.                                $2,944

Internal Revenue Service                                $2,568

Autoridad de Energia                                      $634

D. Wake Up Sport Bar, Inc.'s 15 Largest Unsecured Creditors:

Entity                      Nature of Claim      Claim Amount
------                      ---------------      ------------
Credi-Coop San Blas                                   $467,020
P.O. Box 319
Coamo, PR 00769-0319

Oreste's Management Corp.                             $154,741
P.O. Box 1830
Coamo, PR 00769-1830

CACSI                                                  $23,349

Credi-Coop San Blas                                    $20,613

Eurolease                                              $15,719

Crim                                                    $9,603

Oreste's Service Station, Inc.                          $9,200

Orese's Bar & Grill Santa Isabel,                       $8,170
Inc.

Tequila's Mexican Bar & Grill,                          $6,763
Inc.

Provisiones Legrand                                     $2,950

Ballester Hermanos, Inc.                                $2,810

Autoridad de Energia                                    $1,587

Destileria Serralles, Inc.                              $1,217

Gobierno Municipal de Coamo                               $586

Autoridad de Acueductos y                                  $92
Alcantarillados


E. Edgardo O. Rivera Rodriguez's Nine Largest Unsecured Creditors:

Entity                      Nature of Claim      Claim Amount
------                      ---------------      ------------
Oreste's Management Corp.                             $205,048
P.O. Box 1830
Coamo, PR 00769-1830

Coop San Blas               loan; value of            $120,000
P.O. Box 319 Coamo P.R.     collateral:
00769-0319                  $225,000

                                                       $25,000

Coop CACSI                                             $25,000
P.O. Box 812
Santa Isabel, PR 00757-0812

Coop Valvarena                                          $6,500

Banco Bilbao Viscaya-PR                                 $4,008

Doral Bank                                              $2,500

Fondo Del Seguro Del Estado                             $2,423

Banco Popular                                           $1,309

Crim                                                      $767


PHILLIPS-VAN HEUSEN: Good Performance Cues S&P to Lift Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings on New York City-based apparel company
Phillips-Van Heusen Corp. to 'BBB-' from 'BB+'.  At the same time,
the senior unsecured rating was raised to BB+' from 'BB',
remaining one notch below the corporate credit rating because of
its junior position relative to the amount of secured debt in the
capital structure.  The ratings were removed from CreditWatch,
where they were placed with positive implications on June 14,
2007, after the company reported strong first-quarter results.  
PVH had about $400 million in debt outstanding at May 7, 2007.  
The outlook is stable.
     
"The upgrade reflects the improving trends in PVH's operating
performance and credit protection measures, and our expectation
that this positive momentum will continue," said Standard & Poor's
credit analyst Susan Ding.
     
PVH has successfully integrated past acquisitions, executed its
strategy of diversifying its reliance on its legacy dress shirt
business, and has benefited from its lucrative Calvin Klein
licensing model.  Credit protection measures have steadily
improved.  PVH has successfully expanded its Calvin Klein
franchise, revitalized its legacy men's dress shirt businesses by
expanding into the mid-tier national chains, and improved the
operating performance of all business divisions.
     
The ratings on PVH reflect the company's dominant market position
in the men's dress shirt market, its portfolio of well-known brand
names, and a diversified base of distribution.  The ratings also
reflect management's successful integration of past acquisitions,
and its improving operating results.  These factors are somewhat
offset by the company's participation in the highly competitive
apparel industry, the cyclicality and fashion risk inherent in the
industry, and the integration risk related to the company's
somewhat acquisitive growth strategy.


PLAYTEX PRODUCTS: Energizer Deal Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed all ratings of Playtex Products
Inc.'s under review for possible upgrade.

The review was prompted by the company's announcement that it
signed a definitive agreement by which Energizer Holdings, Inc.
will acquire PYX in an all-cash transaction valued at about
$1.9 billion, including the assumption of debt, about
$700 million.  The transaction remains subject to governmental and
regulatory approvals as well as approval of the shareholders of
PYX, and is expected to close in the fall of 2007.  LGD
assessments are also subject to change.

The review for possible upgrade reflects the materially better
credit risk profile and credit metrics of ENG, even on a proforma
basis, than PYX.  It is Moody's understanding that ENG will
commence tender offers for all of PYX's senior secured notes due
2011 and senior subordinated notes due 2011.  Moody's review will
focus on the successful execution of the acquisition, the post
transaction credit profile of the company, and the successful
tender offers for PYX's outstanding debt.

Ratings placed under review for possible upgrade include:

-- Corporate family rating of B2;

-- Probability of default rating of B2;

-- $150 million senior secured revolving credit facility due 2010  
    of Ba3;

-- $290 million senior secured notes due 2011 of Ba3; and

-- $289 million 9.375% senior subordinated notes due 2011 of
    Caa1.

Playtex Products, Inc., (NYSE: PYX) with executive offices in
Westport, Connecticut, is a leading marketer, manufacturer and
distributor of a diversified portfolio of consumer and personal
products including infant care, feminine care, and skin care
items.  Total proforma revenues, including sales from Hawaiian
Tropic, for the last twelve months ended March 31, 2007 were about
$750 million.


PLAYTEX PRODUCTS: Energizer Deal Cues S&P's Positive CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Playtex Products Inc., including the 'B+' corporate credit rating,
on CreditWatch with positive implications.  This action follows
the announcement of a definitive agreement by which Energizer
Holdings Inc. will acquire Playtex in a transaction with a total
enterprise value of approximately $1.9 billion.  The transaction
is expected to close in fall 2007.  Energizer will finance the
transaction through cash and existing and new committed credit
facilities.
     
Playtex had approximately $590 million of funded debt as of
March 31, 2007.
     
"The CreditWatch listing reflects our expectation that the
combination of Energizer and Playtex will enhance Playtex's
business risk position and financial profile," said Standard &
Poor's credit analyst Patrick Jeffrey.  Estimated leverage, on a
pro forma basis for the combined companies, would improve from
Playtex's current lease and pension adjusted levels of about 5x.  
However, as part of this transaction, Playtex's 8% senior secured
notes due 2011 and its 9.375% senior subordinated notes due 2011
are expected to be tendered prior to or at closing of the
transaction in which case Standard & Poor's would withdraw all of
its existing ratings on Playtex Products.


RADIATION THERAPY: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Radiation
Therapy Services, Inc. following the announcement that the company
increased the size of its senior secured credit facility by
$50 million by exercising its Term B loan accordion feature.

The proceeds were used to reduce amounts outstanding under the
company's $140 million revolving credit facility.  The affirmation
of the ratings, including the B1 Corporate Family Rating, reflects
the continued positive performance of the company following the
initiation of the ratings in December 2005.

Ratings affirmed/LGD assessments revised:

-- Senior secured revolving credit facility due 2010, to B1
    (LGD3, 30%) from B1 (LGD3, 31%)

-- Senior secured term loan due 2012 (inclusive of $50 million
    add-on), to B1 (LGD3, 30%) from B1 (LGD3, 31%)

-- Corporate Family Rating, B1
-- Probability of Default Rating, B2
-- Speculative Grade Liquidity Rating, SGL-2

The ratings outlook is stable.

Radiation Therapy is the largest owner and operator of radiation
treatment facilities in the US.  At March 31, 2007, the company
operated 79 facilities offering a range of radiation therapy
alternatives to cancer patients.  Moody's estimates that the
company's revenues for the twelve months ended March 31, 2007 were
about $318 million.


RAPTOR NETWORKS: Dismisses Comiskey & Company as Auditing Firm
---------------------------------------------------------------
Raptor Networks Technology Inc. notified Comiskey & Company, P.C,
that the company intends to engage new certifying accountants and
thereby were dismissing Comiskey as the company's independent
registered public accounting firm.

The company's decision to change accountants was approved by the
company's audit committee and board of directors.  The reason for
the change was to allow the company to engage a larger firm with
offices in a local area that the company believes has greater
resources to provide the company with the auditing and tax
services the company requires.

The audit report dated March 17, 2007 of Comiskey on the company's
consolidated financial statements and consolidated financial
statement schedules as of and for the years ended
Dec. 31, 2006 and 2005 did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles, except that
the audit report contained a separate paragraph stating:

"The accompanying financial statements are presented assuming the
company will continue as a going concern.  As more fully described
in Note 1 to the financial statements, the company has sustained
accumulated losses from operations totaling more than
$58.5 million at Dec. 31, 2006.  This condition, and the fact that
the company has had no significant sales of its products to date,
raise substantial doubt about its ability to continue as a going
concern.  Management's plans to address these conditions are also
set forth in Note 1 to the financial statements.  The accompanying
financial statements do not include any adjustments which might be
necessary if the company is unable to continue."

During the years ended Dec. 31, 2006 and 2005 and the subsequent
interim period through July 6, 2007, there were no disagreements
with Comiskey on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures
which disagreements, if not resolved to Comiskey's satisfaction,
would have caused Comiskey to make reference to the subject matter
of the disagreement in connection with its report.

             Engagement of New Certifying Accountants

The company engaged Stonefield Josephson, Inc. as the company's
new independent auditors.  The company has not consulted with
Stonefield during the two most recent fiscal years and through
July 6, 2007 regarding the application of accounting principles to
a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the company's consolidated
financial statements or as to any disagreement or event as
described in Item 304(a)(1)(iv) of Regulation S-B under the
Securities Act of 1933, as amended.

                     About Raptor Networks

Headquartered in Santa Ana, Calif., Raptor Networks Technology
Inc. (OTC BB: RPTN.OB) -- http://www.raptor-networks.com/-- is  
focused on the design, production and sale of standards-based,
proprietary high-speed network switching technologies.  The
company's "distributed network switching technology" allows users
to upgrade their traditional networks to allow for more efficient
management of high-bandwidth applications.


REAR STILL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Rear Still Hill Road, LLC
        29 Ward Place
        P.O. Box 473
        West Haven, CT 06516
        Tel: (203) 937-1156

Bankruptcy Case No.: 07-31556

Chapter 11 Petition Date: July 12, 2007

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Amy P. Blume, Esq.
                  Bershtein, Volpe & McKeon, P.C.
                  105 Court Street, 3rd Floor
                  New Haven, CT 06511
                  Tel: (203) 777-5800 ext. 109
                  Fax: (203) 777-5806

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


REPRO MED: May 31 Balance Sheet Upside-down by $755,511
-------------------------------------------------------
Repro Med Systems Inc.'s consolidated balance sheet at May 31,
2007, showed $1,038,930 in total assets and $1,794,441 in total
liabilities, resulting in a $755,511 total stockholders' deficit.

The company reported a net loss of $178,520 on net sales of
$397,417 for the first quarter ended May 31, 2007, compared with a
net loss of $207,314 on net sales of $347,725 for the same period
ended May 31, 2006.

The increase in net sales is attributable to the increase in
domestic sales of the FREEDOM60(R) Syringe Infusion System and
related accessories, partly offset by the decrease in sales of
RES-Q-VAC(R) and related accessories.

The decrease in net loss is mainly attributable to the increase in
net sales and the decrease in selling, general and administrative
expenses, partly offset by the increase in cost of goods sold.

Net cash used in operating activities decreased to $33,127 for the
first quarter ended May 31, 2007, compared with net cash used in
operations of $67,522 for the same period in 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2007, are available for
free at http://researcharchives.com/t/s?2193  

                      Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2007,
Meyler & Company LLC, in Middletown, New Jersey, expressed
substantial doubt about Repro-Med Systems Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Feb. 28,
2007, and 2006.  The auditing firm pointed to the company's
accumulated deficit and existing uncertain conditions the company
faces relative to its ability to obtain capital and operate
successfully.

                     About Repro-Med Systems

Hreadquartered in Chester, New York, Repro-Med Systems Inc.
(OTC BB: REPR.OB) -- http://www.rmsmedicalproducts.com/--    
engages in the design and manufacture of medical devices for
medical respiratory products and infusion therapy worldwide.  It
offers FREEDOM60 Syringe Infusion Pump for ambulatory medication
infusions.  In addition, Repro-Med Systems offers RES-Q-VAC, an
emergency airway suction system, hand-operated suction device that
removes fluids from a patient's airway by attaching the RES-Q-VAC
pump to various proprietary sterile and nonsterile single-use
catheters sized for adult and pediatric suctioning.  Repro-Med
Systems was co-founded by Andrew I. Sealfon in 1980.


RIDER BENNETT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rider Bennett, LLP
        1792 Lexington Ave North
        St. Paul, MN 55113

Bankruptcy Case No.: 07-32546

Type of Business: The Debtor is a law firm.

Chapter 11 Petition Date: July 12, 2007

Court: Robert J. Kressel

Debtor's Counsel: Douglas W. Kassebaum, Esq.
                  Clinton E. Cutler, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7292
                  Fax: (612) 492-7077

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
   ------                        ---------------      ------------
Merrill Communications LLC       Goods & Services         $100,520
CM-9638
Saint Paul, MN 55170

Thomson West                     Goods & Services          $92,526
West Payment Center
P.O. Box 6292
Carol Stream, IL 60197-6292

Shepherd Data Services Inc.      Goods & Services          $56,015
527 Marquette Avenue, Suite 400
Minneapolis, MN 55402

LaBreche Murray                  Goods & Services          $45,952
Public Relations

CB Richard Ellis Investors       Goods & Services          $32,924

Qwest                            Goods & Services          $16,694

Dell Marketing L.P.              Goods & Services          $16,427

Ajilon Professional Staffing     Goods & Services          $16,250

Whyte & Hirschboeck              Goods & Services          $15,853

Edge International               Goods & Services          $15,067

G3 Technology LLC                Goods & Services          $14,884

Automotive Safety                Goods & Services          $14,712
Research Inc.

Heartland Investigative Group    Goods & Services          $12,696

Pro Staff                        Goods & Services          $12,623

MSP Communications               Goods & Services          $12,183

Bassford Remele P.A.             Goods & Services          $11,479

Corporate Express Inc.           Goods & Services           $9,748

General Binding Corp.            Goods & Services           $8,800

D'Amico Catering                 Goods & Services           $6,635

Brookfield Properties            Lease                     Unknown


SAFETY GUIDE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Safety Guide of Alabama, LLC
        P.O. Box 210128
        Montgomery, AL 36121

Bankruptcy Case No.: 07-30976

Type of Business: The Debtor manufactures street signage and
                  traffic equipment.

                  The Debtor's sole members, Michael Costanzo &
                  Anne Sahlie Marcato, filed for Chapter 11
                  protection on June 10, 2007 (Bankr. M.D. Ala.
                  Case No. 07-30824).

Chapter 11 Petition Date: July 12, 2007

Court: Middle District Of Alabama (Montgomery)

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  Espy, Metcalf & Espy, P.C.
                  P.O. Box 6504
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
Contech Construction Products                    $155,301
9025 Centre Pointe Drive
Suite 400
West Chester, OH 45069

Walpar                                           $144,900
P.O. Box 28650
Birmingham, AL 35228-0007

Delta Landscape of Georgia Inc.                   $91,608
5800 Oakbrook Parkway, Suite A-1
Norcross, GA 30093

Plastic Safety Systems Inc.                       $63,734

Columbus Quarry LLC                               $59,691

Wachovia Bank                                     $56,330

John Deere Credit                                 $46,805

Legacy Concrete                                   $42,601

Palomar Ins. Co.                                  $40,077

American Signal Co.                               $38,493

American Express Business Finance                 $37,187

Caterpillar Financial Services                    $36,820

Bradley Arant Rose & White                        $35,479

3M Company                                        $32,178

The Cat Rental Store                              $30,520

Allsafe Service & Materials Co.                   $29,107

Dat Trucking Inc.                                 $27,793

Nippon Carbide Industries                         $27,251

Universal ECS Inc.                                $24,334

Jackson Thornton & Co. P.C.                       $22,485


SAKS INCORPORATED: Sales Down by 3.9% for Five Weeks Ended July 7
-----------------------------------------------------------------
Saks Incorporated reported that owned sales totaled $237.6 million
for the five weeks ended July 7, 2007 compared to $247.3 million
for the five weeks ended July 1, 2006, a 3.9% decrease.  

Comparable store sales decreased 5.6% for the five-week period.  
As previously disclosed, May comparable store sales were
positively impacted by a promotional calendar shift, and
consequently, management expected that June comparable store sales
would be negative.

On a quarter-to-date basis, for the two months ended July 7, 2007,
owned sales totaled $486.5 million compared to $425.8 million for
the two months ended July 1, 2006, a 14.3% increase.  Comparable
store sales increased 12.5% for the two months combined.
Management continues to expect low-double digit comparable store
sales growth for the second fiscal quarter.

On a year-to-date basis, for the five months ended July 7, 2007,
owned sales totaled $1.3 million compared to $1.1 million for the
five months ended July 1, 2006, a 15.4% increase.  Comparable
store sales increased 13.7% for the five-month period.  
For June, the strongest categories at Saks Fifth Avenue stores
were men's apparel, accessories, and shoes; women's contemporary
and designer sportswear; handbags; and fragrances.  The softest
categories at Saks Fifth Avenue were jewelry and women's modern
bridge apparel.  Saks Direct and Saks Off 5th performed well for
the month.

                    About Saks Incorporated

Based in Birmingham, Alabama, Saks Incorporated (NYSE: SKS) --
http://www.saksincorporated.com/-- operates Saks Fifth Avenue  
Enterprises, which consists of 54 Saks Fifth Avenue stores, 49
Saks Off 5th stores, and Saks.com.  The company also operates 39
Parisian stores and 57 Club Libby Lu specialty stores.

                       *     *     *

As reported in the Troubled Company Reporter on June 1, 2007,
Fitch Ratings has affirmed its Issuer Default Rating of Saks
Incorporated at 'B' and its rating of the company's secured bank
credit facility at 'BB/RR1'.  In addition, Fitch has upgraded the
company's senior unsecured notes to 'B+/RR3' from 'B/RR4'.  The
Rating Outlook has been revised to Stable from Negative.


SANTA BARBARA: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
The Honorable Robin Riblet of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on Sept. 12,
2007, at 2:00 p.m., at 1415 State Street, Courtroom 201 in Santa
Barbara, to convert Santa Barbara Beaching Holding LLC's chapter
11 bankruptcy proceeding to a chapter 7 liquidation, or, in the
alternative, dismiss the Debtor's case.

Pursuant to the requirements of the U.S. Trustee and Local
Bankruptcy Rules, the Debtor failed to:

   -- file operating reports for the period March, April, May and
      June 2007; and

   -- pay quarterly fees for the first quarter of 2007.

In addition, the Trustee tells the Court that the Debtor still has
not filed any disclosure statement and plan of reorganization.

Headquartered in Santa Barbara, Calif., Santa Barbara Beach
Holding LLC filed for chapter 11 protection on November 22, 2006
(Bankr. C.D. Calif. Case No. 06-10887).  Howard J. Weg, Esq., at
Peitzman Weg & Kempinsky LLP represents the Debtor.  No Official
Committee of Unsecured Creditors has been appointed in this case.  
When the Debtors filed for bankruptcy, it listed assets at
$54,000,000 and debts at $75,483,486.


STANDARD AERO: Prices $200 Mil. of 8-1/4% Senior Notes Offering
---------------------------------------------------------------
Standard Aero Holdings Inc. has determined the price for its
offering to purchase for cash any and all of its outstanding
$200,000,000 aggregate principal amount of 8-1/4% Senior
Subordinated Notes due 2014.  

The Offer was conducted in connection with the merger pursuant to
which Dubai Aerospace Enterprise Ltd will acquire Standard Aero
Acquisition Holdings, Inc., the company's direct parent company,
and Piedmont/Hawthorne Holdings Inc.

Subject to the terms and conditions of the merger agreement by and
among DAE, Standard Aero Holdings and Landmark Aviation, the
acquisition will be completed through the mergers of SAH Merger
Sub Inc. and LMA Merger Sub Inc., each of which is an indirect
wholly owned subsidiary of DAE, with and into Standard Aero
Holdings and Landmark Aviation.

As a result of the mergers, Standard Aero Holdings and Landmark
Aviation will each become indirect wholly owned subsidiaries of
DAE.  The completion of the Offer is conditioned on the closing of
the Mergers.

It is expected that the company will execute a supplemental
indenture to the indenture governing the Notes to eliminate
substantially all of the restrictive covenants, certain events of
default provisions and certain defeasance provisions in the
Indenture.  

The Supplemental Indenture will become effective immediately upon
execution, but will not become operative until a majority in
aggregate principal amount of the outstanding Notes have been
accepted for purchase pursuant to the terms of the Offer.

The total consideration for holders of the Notes who validly
tendered Notes and delivered consents on or prior to the
expiration of the consent solicitation of 5:00 p.m., New York City
time, on July 13, 2007, will be $1,091.18 per $1,000 principal
amount of the Notes, which includes $30 per $1,000 principal
amount of the Notes validly tendered and accepted for purchase.

Holders who validly tender their notes after the Consent Time, but
prior to 12:00 midnight, New York City time, on July 27, 2007,
unless extended or earlier terminated, will be eligible to receive
the total consideration less the Consent Payment.  In either case,
all holders who validly tender their notes will receive accrued
and unpaid interest up to, but not including, the date of
settlement.

The total consideration was determined as of 2:00 p.m., New York
City time, on July 13, 2007, and will be paid in cash and
calculated based on a fixed spread pricing formula, in part, upon
a fixed spread of 50 basis points over the yield on the 4.875%
U.S. Treasury Note due Aug. 15, 2009.  The yield on the reference
security was 4.953 % and the tender offer yield was 5.453%.

Barclays Capital Inc. is acting as sole Dealer Manager for the
Offer and as the Solicitation Agent for the Consent Solicitation.
Barclays Capital Inc. can be contacted at (212) 412-4072 (collect)
or (866) 307-8991 (toll-free).

Global Bondholder Services Corporation is the Information Agent
and Depositary and can be contacted at (212) 430-3774 (collect) or
(866) 470-4200 (toll free).  Copies of the Offer Documents and
other related documents may be amended from time to time and may
be obtained from the Information Agent.

                        About Standard Aero

Standard Aero Holdings Inc. -- http://www.standardaero.com/-- is  
an independent provider of aftermarket maintenance, repair and
overhaul services for gas turbine engines used primarily for
military, regional and business aircraft.  Standard Aero provides
MRO services on a wide range of aircraft and industrial engines
and provides its customers with comprehensive, value-added
maintenance engineering and redesign solutions.  The company has
over 2,500 employees in six different countries, with main
operations located in the United States, Canada and the
Netherlands.
                        *     *     *

As reported in the Troubled Company Reporter on April 9, 2007,
Moody's Investors Service placed the ratings of Standard Aero
Holdings Inc. in review for possible downgrade.  Standard Aero has
a corporate family rating of B2.


STANDARD PACIFIC: Fitch Affirms BB Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed these ratings on Standard Pacific
Corp.:

   -- Issuer Default Rating 'BB';
   -- Senior unsecured debt 'BB';
   -- Unsecured bank credit facility 'BB';
   -- Senior subordinated debt 'B+'.

Fitch's rating affirmation applies to approximately $1.72 billion
in senior unsecured debt (including $272 million outstanding under
the company's revolving line of credit) and $149.3 million in
senior subordinated notes.

Fitch has also revised Standard Pacific's Rating Outlook to
Negative from Stable.  The Negative Outlook for Standard Pacific
reflects the more challenging outlook for homebuilders, the
current and expected near term deterioration in credit metrics for
the company, and pressures from credit tightening, which
particularly affect the entry level buyer, and high cancellation
rates, which add to speculative inventory totals.  While the
company continues to reduce its speculative inventory, the level
of unsold homes remains high, accounting for about 61% of the
company's total homes under construction.

The housing sector is in the midst of a meaningful, multi-year
downturn.  Standard Pacific has been increasing its sales and
marketing efforts focusing on reducing speculative inventory,
reducing its lot supply, reassessing land positions, renegotiating
option contracts and reducing overhead and direct construction
costs.  During this current downturn Standard Pacific, like most
builders, has leveraged the financial flexibility of land options,
walking away from overpriced lots.  These builders also have
reported meaningful charges associated with write-downs of land
values.

Fitch will also continue to closely monitor the trends of the
broad housing market in its assessment of the appropriate credit
ratings for all homebuilders.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity, gross and net new order activity and free cash
flow trends.

The ratings for Standard Pacific are based on the company's
successful execution of its business model, relatively
conservative land policies and geographic and product line
diversity.  The company has been an active consolidator in the
homebuilding industry which has contributed to the above average
growth, but has kept debt levels a bit higher than its peers in
recent years.  Management has also exhibited an ability to quickly
and successfully integrate its acquisitions.  In any case, now
that the company has reached current scale there may be somewhat
less use of acquisitions going forward and acquisitions may be
smaller relative to Standard Pacific's current size.  It is
unlikely that Standard Pacific will make an acquisition over the
coming year.

Risk factors include the inherent cyclicality of the homebuilding
industry.  The ratings also manifest the company's aggressive, yet
controlled growth strategy and Standard Pacific's capitalization,
size and still somewhat heavy exposure to California markets.

The company's EBITDA, EBIT and FFO to interest ratios tend to be
somewhat below the average public homebuilder, as does inventory
turnover.  Standard Pacific's leverage is somewhat higher and debt
to EBITDA ratio is slightly above the averages of its peers.  
However, the company's margins are substantially above the average
of other public builders.

Standard Pacific employs conservative land and construction
strategies.  The company typically options or purchases land only
after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate.  The company extensively uses a combination of lot
options and JVs.  The use of non-specific performance rolling
options gives Standard Pacific the ability to renegotiate
price/terms or void the option which limits down side risk in
market downturns and provides the opportunity to hold land with
minimal investment.  At present 15.3% of its lots are controlled
through options and 24.3% are controlled in JVs.  Fitch views
Standard Pacific's partnerships and joint ventures to be
strategically and financially material to the company's
operations.  However, the manageable leverage levels and the
supply of land in attractive markets held in the partnerships
mitigate this risk to some extent.  The company's unconsolidated
homebuilding and land development joint ventures leverage was
58.4% at the end of the 2007 first quarter.  Standard Pacific's
consolidated homebuilding leverage was 52.8%.  Adjusting for off-
balance sheet commitments, Standard Pacific's adjusted
homebuilding debt to adjusted capital was 60%.  Fitch expects the
company to continue to reduce the level of investment in
inventories and to use the cash generated to pay down debt and
reduce leverage to the lower end of its target range of 45%-55% by
year-end 2007.

Standard Pacific has pursued growth opportunities within and
adjacent to existing markets.  The company has also diversified
geographically during the past few years by expanding into some of
the largest homebuilding markets in the United States.  Since
1998, they have expanded through acquisition into Arizona,
Colorado, Florida and the Carolinas.  Each of the acquisitions
included substantial, strategic lot inventories as well as
experienced management teams.  As a result of these acquisitions,
Standard Pacific's non-California divisions represented over 74%
of homes delivered in 2006, compared to just over 20% of
deliveries in calendar1997.

Standard Pacific amended its $1.1 billion revolving line of credit
on April 27, 2007.  The term was extended from August 2009 to May
2011 and allowed the company a one-time temporary reduction in its
minimum interest coverage ratio covenant, concurrent with a
temporary tightening of its leverage covenant as well as a
prohibition on share repurchases during the reduced interest
coverage period.  The same covenant modifications were made to
Standard Pacific's $100 million senior Term Loan A and $250
million senior Term Loan B facilities.  As of March 31, 2007, the
company had $272 million in debt outstanding under its
$1.1 billion revolving credit facility and $61.7 million in issued
but undrawn letters of credit outstanding.


TOTAL SAFETY: $10MM Additional Loan Cues S&P to Affirm Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on the $100 million senior secured credit
facilities of Total Safety U.S. Inc. (B-/Stable/--), after the
company proposed $10 million in additional loans.  The first-lien
facilities, which now consist of an $85 million term loan and a
$15 million revolving credit facility, are rated 'B-', same as the
corporate credit rating on the company.  The recovery rating is
'3', indicating the expectation of meaningful (50%-70%) recovery
in the event of a payment default.  The rating on the company's
$40 million second-lien facility is 'CCC', two notches below the
corporate credit rating, with a recovery rating of '6', indicating
the expectation of negligible (0%-10%) recovery in the event of a
payment default.
     
Total Safety will use proceeds from the $10 million first-lien
add-on loan for acquisitions and to pay down its revolving credit
facility.


Ratings List

Total Safety U.S. Inc.
Corporate Credit Rating     B-/Stable/--
$100 mil 1st-lien fac        B- (Recovery rtg: 3)
$40 mil 2nd-lien fac         CCC (Recovery rtg: 6)


TRAVELPORT HOLDINGS: Lower Proceeds Cue S&P to Revise Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Travelport Holdings Ltd. and its major operating subsidiary,
Travelport LLC, to stable from positive.  The outlook change
reflects lower-than-expected proceeds from the proposed IPO of
Travelport LLC's Orbitz subsidiary.  All ratings, including its
'B' corporate credit rating, are affirmed.
      
"Although $535 million of the expected $578 million of proceeds
from the proposed Orbitz IPO will be used repay Travelport debt,
this amount is insufficient to warrant a ratings upgrade," said
Standard & Poor's credit analyst Betsy Snyder.  "As a result, the
company's financial profile will not improve to the extent
previously expected."
     
In the first half of 2007, Travelport added over $2 billion of
debt to its capital structure to fund a $1.1 billion dividend to
its owners just seven months after its acquisition, and $1.090
billion to fund the merger with Worldspan L.P., a transaction
expected to close in the third quarter of 2007.  Travelport is
owned by affiliates of the Blackstone Group and Technology
Crossover Ventures, together with One Equity Partners.  If the IPO
is unsuccessful, any material improvement to Travelport's
financial profile will be constrained by the $2 billion of
incremental debt added in the first half of 2007 and carrying
costs associated with that debt.
     
Ratings reflect Travelport's highly leveraged financial profile,
limited financial flexibility, and the seasonal and cyclical
nature of the travel industry.  Ratings also incorporate the
company's major position in travel distribution and the strong
cash flow this business generates.  Proceeds from the IPO will be
used to reduce Travelport debt and approximately $530 million of
proceeds from Orbitz's new $600 million credit facilities will be
used to repay Travelport debt.  However, on a consolidated basis,
the net effect on debt reduction and improvement in the company's
credit ratios will not be as material as ratings had anticipated.  
Travelport's expected EBITDA interest coverage of less than 2x,
funds from operations to debt in the mid-single-digit percent
area, and debt to EBITDA of around 7x are all weaker-than-expected
due primarily to the incremental debt added to the balance sheet.
     
Travelport is a major travel distributor that operates in both the
B2B sector, primarily through Galileo and GTA; and B2C sector,
primarily through Orbitz, ebookers, and CheapTickets, on a global
basis.  Travelport's three major businesses are Galileo (57% of
revenues), Orbitz (30% of revenues), and GTA (13% of revenues).  
Galileo is a major GDS, which focuses primarily on electronic
travel distribution services that connect travel suppliers to
travel agencies, who then distribute these services to their
customers.
     
Any significant improvement in the company's financial profile
will be constrained by its heavy debt level.  S&P could revise the
outlook to positive if the Orbitz IPO succeeds and Travelport
sells off a further stake and uses proceeds to reduce debt.  An
outlook revision to negative is not considered likely over the
near to intermediate term.


TRIOMPHE RE: Moody's Rates $40 Million Term B Facility at Ba1
-------------------------------------------------------------
Moody's assigned these ratings to Triomphe Re Limited's Senior
Secured Credit Facilities:

-- Baa2 to the $24 million Term A facility
-- Ba1 to the $40 million Term B facility.

"Launched in January 2007, Triomphe Re is a licensed Class 3
Bermuda reinsurer which provides quota share retrocessional
coverage for two years, exclusively to the PARIS RE Group, and is
what is commonly termed a 'sidecar'," notes analyst Pano
Karambelas.

Pursuant to the quota share agreement, PARIS RE will pass on
(cede) -- and Triomphe Re will assume -- a portion of the premiums
and losses (24% in year 1) of PARIS RE non-proportional property
portfolio comprising catastrophe excess of loss and property per
risk treaties.  The underlying treaties cover both residential and
commercial property risks worldwide.  In return, PARIS RE will
receive fee income in the form of ceding and profit sharing
commissions.

Triomphe Re has been capitalized with $121 million of equity and
$64 million of term loans, substantially all of which has been
placed into collateral trusts for potential claim obligations to
PARIS RE.  Collateral assets must be invested in Aa or better, or
P-1 rated securities.  The difference in ratings between the Term
A facility and the Term B facility reflects the difference in
priority between the two tranches with respect to payment of
interest and principal.

The ratings for the term loans are supported by Moody's
probabilistic analysis, using a financial model, to determine both
the probability of default and expected loss to lenders in each
tranche.  The most important input into the financial model is the
probability curve of net losses derived by PARIS RE.  Moody's
stressed the base curves to reflect non-modeled elements as well
Moody's judgment regarding the uncertainties inherent in peril
modeling.  

The PDs and ELs determined by the analysis were then compared to
Moody's idealized default rates and expected loss rates.  Finally,
the assigned ratings also contemplate a number of additional
qualitative considerations including the level of alignment of
interests between stakeholders and the absence of an independent
review of the catastrophe modeling work.

Key rating factors include:

                          Model Risk

Catastrophe modeling is the most important risk factor.  Although
the subject portfolio benefits significantly from worldwide
diversification across a range of perils, model risk is a
heightened concern in this transaction reflecting use of low
resolution exposure data, and perils and regions where little
historical data is available for calibration of models.  The
subject portfolio does not exclusively comprise catastrophe excess
of loss contracts, but includes property per risk business, the
majority of which was modeled using proprietary models.

The base curve was derived using commercial catastrophe modeling
software, and largely reflects the catastrophe excess of loss
portion of the subject portfolio.  The models were run with storm
surge, loss amplification, and fire following earthquake and also
included further adjustments made by PARIS RE to add conservatism
in circumstances where they believed that commercial models
underestimate the exposure.  About 5% of total catastrophe event
limits were not modeled using commercial models.

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

   i. inherent uncertainty in peril modeling, particularly with
      respect to peril-zones where little historical data is
      available for model calibration;

  ii. low resolution data, particularly for peril-zones where
      detailed exposure data is not available;

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

  iv. un-modeled business lines, 5% of total event limits.

Finally, Moody's does not expect the per risk business to be a
significant driver of defaults to the debt, given its modest share
of the overall subject business and largely attritional loss
profile.  That said, there exists ample potential for the
underestimation of both the attritional and "catastrophe
correlated" components of this business.  As a result, Moody's
stress tested a separate probability curve of losses for the per
risk book, contemplating both increased levels of attritional
losses and catastrophe volatility, and incorporated the simulation
results in the financial model.

                    Alignment of Interests

In Moody's opinion, there is a reasonable alignment of interests
between PARIS RE and and Triomphe Re.  First, the potential for
"cherry picking" by PARIS RE is limited since the subject
portfolio consists of the entirety of PARIS RE's worldwide
property non-proportional business.  Second, PARIS RE is counter-
party to a two-year quota share covering the same subject
portfolio on substantially similar terms and conditions,
negotiated with a traditional third-party reinsurer, which gives
some comfort regarding a fair alignment of interests with respect
to the Triomphe Re quota share.  Third, PARIS RE must retain at
least 50% of the subject portfolio, which is comparable to what
we've seen in most sidecars. However, any reinsurance purchased by
PARIS RE, would not inure to the benefit of the sidecar.

                    Commutation Mechanism

Triomphe Re and PARIS RE will terminate their reinsurance
relationship through a commutation following the two-year risk
period.  Triomphe Re will extinguish its liability to PARIS RE by
paying PARIS RE a consideration equal to amount of loss reserves,
as estimated by PARIS RE in accordance with its customary
procedures.  If losses are significant, then PARIS RE has the
option to delay the commutation up to 12 months while losses are
being determined which should help reduce estimation error.

                  Portfolio and Risk Profile

Moody's views the globally diversified subject business favorably,
which excludes terrorism, retrocession, marine & aviation,
casualty, proportional covers, unlimited covers, and facultative
business.  As a "losses occurring" transaction, the 2007 subject
portfolio includes U.S. catastrophe business written in the second
half of 2006.  However, the range of covered perils and underlying
business lines is fairly broad and the mix may shift over time.

In addition, the deal is subject to pricing uncertainty, depending
upon the level of catastrophe activity in 2007-2008.  Since 2002,
the property per risk contracts in the subject book feature
occurrence limits, thereby dampening the "catastrophe correlation"
between the per risk and the catastrophe excess of loss books.

These ratings have been assigned with a stable outlook:

Triomphe Re Limited

-- $24 million senior secured term loan (Term A facility) at
    Baa2;

Triomphe Re Limited

-- $40 million senior secured term loan (Term B facility) at Ba1.

PARIS RE Holdings is a Switzerland-domiciled reinsurer, formed in
2006 to acquire the ongoing reinsurance business of AXA Re.  PARIS
RE is a global provider of reinsurance solutions through operating
subsidiaries located in Bermuda, Paris, Miami, Montreal, Zug, and
Washington D.C.  During 2006, the company wrote $1.6 billion of
gross premiums written.  As of Dec. 31, 2006, shareholders' equity
was $2.1 billion.


UNIVERSAL COMPRESSION: Unit to Redeem $175 Million Senior Notes
---------------------------------------------------------------
Universal Compression Inc., subsidiary of Universal Compression
Holdings Inc., will redeem all $175 million of its remaining
outstanding 7.25% Senior Notes due 2010.

The indenture governing the notes permits the unconditional
redemption of all of the notes at a redemption price of 103.625%
plus accrued and unpaid interest up to and including the date
fixed for redemption.  The expected date of redemption is Aug. 13,
2007.

The Bank of New York is the trustee and redemption agent for the
notes.  Formal notice of the redemption setting forth the
redemption procedures will be made to bondholders on July 13,
2007.

The redemption of the notes is part of the refinancing plan of
Universal and Hanover Compressor Company implemented in
anticipation of the closing of their pending merger, which is
currently expected to occur on Aug. 20, 2007, if the conditions to
the closing have been satisfied as of that date.

As part of the refinancing plan, Exterran Holdings Inc., which
will be the publicly traded holding company after the completion
of the merger, has engaged Wachovia Capital Markets LLC and
J. P. Morgan Securities Inc. to arrange and syndicate a senior
secured credit facility, consisting of a revolving credit facility
and a term loan, and has engaged Wachovia to provide a new asset-
backed securitization facility to Exterran.

The primary purpose of these new facilities will be to fund the
redemption or repurchase of all of Universal's and Hanover's
outstanding debt other than Hanover's convertible debt securities
and the credit facility of Universal's publicly traded subsidiary,
Universal Compression Partners L.P.

The new facilities will replace Universal's and Hanover's existing
bank lines and Universal's existing asset-backed securitization
facility.  The closing of the new facilities is subject to the
receipt of sufficient commitments from participating lenders and
the execution of mutually satisfactory documentation.

                About Universal Compression Holdings

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

                            *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2007,
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit ratings on Universal Compression Holdings Inc. and its
related entity Universal Compression Inc.


VINTAGE FAIRE: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Vintage Faire, LLC
        P.O. Box 150338
        San Rafael, CA 94915

Bankruptcy Case No.: 07-10845

Chapter 11 Petition Date: July 15, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Suite 100 East Street, Suite 219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Middle Lake LLC                                           $379,730
1924 Fourth Street
San Rafael, CA 94901

Lake County Tax Collector                                  $16,802
255 North Forbes Street
Room 215
Lakesport, CA 95453

De Leon Engineering              Engineering Services       $3,117
125 Park Street
Lakeport, CA 95453

Stein & Lubin LLP                Legal Services             $3,088

TJKM Transportation              Consultants                $1,607

State Farm Insurance             Insurance Services           $251

ORO Editions                                                  $250

Secretary of State               2007                          $25


VIRTUAL FONLINK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Virtual Fonlink, Inc.
        dba Creditel
        1875 Century Park East, Suite 600
        Los Angeles, CA 90067

Bankruptcy Case No.: 07-10930

Type of Business: The Debtor manufactures radio & T.V.
                  broadcasting & communications equipment.

Chapter 11 Petition Date: July 13, 2007

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Christopher M. Samis, Esq.
                  Chun I. Jang, Esq.
                  John Henry Knight, Esq.
                  Michael Joseph Merchant, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  One Rodney Square
                  Wilmington, DE 19801
                  Tel: (302) 651-7845
                  Fax: (302) 651-7701

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
Z Capital, Inc.                                  $697,260
1015 Gayley Avenue, Suite 200
Los Angeles, CA 90024
Tel: (310) 666-8883
Fax: (310) 666-8883

Randal Tumura                                    $682,903
20 Ascension
Irvine, CA 92612
Tel: (949) 856-1302

Brent Hamill                                     $520,529
561 Casey Key Road
Nokomis, FL 34275

Digital Financial Services (DFG)                 $448,551
845 East 4800 South, Suite 100
Murray, UT 84107

Don Sanders                                      $420,329
180 West Park Avenue, Suite 150
Elmhurst, IL 60125
Tel: (630) 530-9700

Gale Martin, M.D.                                $415,808
310 Crest Road
Southern Pines, NC 28387

Heavenly Properties                              $255,744
18400 Coastline Drive
Malibu, CA 90265
Tel: (310) 968-4799

Georges F. Elias                                 $229,613

Randy Ward                                       $180,000

Michael Cortrell                                 $171,320

Ioannis Pallikaris                               $144,795

Michael Winterburn                               $144,700

Karl Stonecipher, M.D.                           $141,931

Gary Walker                                      $130,434

James Salz, M.D.                                 $129,973

Demetri Vrotsos                                  $129,481

Andrew Shayne                                    $129,143

Helene Prelsky                                   $127,615

Michael & Brenda Murphy                          $116,194

Dr. Phil Roberts                                 $116,194


WHOLE FOODS: SEC Conducts Probe Over CEO's Internet Postings
------------------------------------------------------------
The U.S. Securities and Exchange Commission is initiating an
informal query on Whole Foods Market Inc.'s Chief Executive
Officer John Mackey over his alleged postings in internet message
boards, various reports say.

According to the reports, Mr. Mackey, using the name "rahodeb,"
has been posting information about his company that contradicted
past public statements.  The SEC is reviewing whether Mr. Mackey's
posts were misleading about the company's performance.

The reports disclose that Mr. Mackey has also been bad mouthing
competitors, including Wild Oats Markets Inc., which Whole Foods
is about to acquire.

The anonymous postings of Mr. Mackey were revealed when the U.S.
Federal Trade Commission initiated a lawsuit, as reported in the
Troubled Company Reporter on June 21, 2007, seeking to block the
proposed merger between the two companies.

                     About Wild Oats Markets

Headquartered in Boulder, Colorado, Wild Oats Markets Inc. --
http://www.wildoats.com/-- is a natural and organic foods      
retailer in North America with annual sales of approximately
$1.2 billion.  Wild Oats Markets was founded in Boulder, Colorado
in 1987.  Wild Oats Markets currently operates 110 stores in 24
states and British Columbia, Canada under four banners: Wild Oats
Marketplace (nationwide), Henry's Farmers Market (Southern
California), Sun Harvest (Texas), and Capers Community Market
(British Columbia).

                    About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and currently has more
than 190 stores in the United States, Canada, and the United
Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services said that while the ratings on
Whole Foods Market Inc., including the 'BBB-' corporate credit
rating, currently remain on CreditWatch with negative
implications, where they were placed on Feb. 22, 2007, S&P will
lower the corporate credit rating to 'BB+' from 'BBB-' upon
closure of its acquisition of Wild Oats Inc.  At this time,
ratings will also be removed from CreditWatch.  The outlook will
be stable.


* Moody's Issues Corrections on Previously Released Actions
-----------------------------------------------------------
Moody's Investors Service's disclosed correction on rating actions
previously released.

Moody's say that the rating action for Terwin Mortgage Trust
Series 2005-3SL, Class B-5 appeared incorrectly and the correct
rating action is:

-- Series 2005-3SL, Class B-5, downgraded from Ba1 to B1


The rating actions for GSAMP Trust 2006-FM2 omitted one tranche:

-- Cl. B2, Downgraded to Caa2 from Ba2

Corrected rating actions for Long Beach Mortgage Loan Trust 2006-7
are:

-- Cl. M-9, Downgraded to Ba2 from Baa3
-- Cl. M-10, Downgraded to B1 from Ba1

The rating actions for GSAMP Trust 2006-FM2 omitted one tranche:

-- Cl. B2, Downgraded to Caa2 from Ba2

Corrected rating actions for Long Beach Mortgage Loan Trust 2006-7
are:

-- Cl. M-9, Downgraded to Ba2 from Baa3
-- Cl. M-10, Downgraded to B1 from Ba1


* NachmanHaysBrownstein Appoints Four Restructuring Professionals
-----------------------------------------------------------------
NachmanHaysBrownstein, Inc. has appointed four new professionals
mainly in its restructuring and turnaround fields.

Jon Jensen and John Keefe have joined the firm as Managing
Directors, and Tom Gantt and Noel Parsons have joined as Senior
Consultants.

John Keefe has been appointed Managing Director in New York.  Mr.
Keefe specializes in the development of strategic direction and
restructuring plans, and has served as CEO, CFO and CRO for
troubled companies in a variety of industries.  Prior to joining
NHB, he founded several companies including a high technology
venture capital investment partnership and a provider of
Enterprise Software Solutions for business infrastructure
management.

Jon Jensen, CTP has been appointed Managing Director in
Philadelphia.  Mr. Jensen has more than 35 years of experience in
the turnaround field, and has served as CEO, COO, and CFO for
domestic and international companies in the distribution,
manufacturing, high technology and pharmaceutical industries.  He
is a Certified Turnaround Professional and a member of the
Turnaround Management Association and the American Bankruptcy
Institute.

Tom Gantt has been named a Senior Consultant in Washington, D.C.  
Mr. Gantt has over 20 years of executive management experience,
including leading change as a COO for non-profit organizations and
managing the financial and administrative services of a large
Federal Government educational institute.  He has led Federal
Government contracting engagements as a turnaround specialist and
has significant experience with minority contractors currently in
or emerging from the Federal SBA 8(a) program.

Noel Parsons, CMC has been named a Senior Consultant in Charlotte.   
Mr. Parsons has over 25 years of sales management and business
development experience in the banking, distribution and
manufacturing industries.  He is a Certified Management Consultant
and specializes in developing financing options for distressed
companies.  He will also support the firm's business development
in the banking and asset-based lending industries throughout the
southeastern United States.

                     About NachmanHaysBrownstein

Based in Philadelphia, NachmanHaysBrownstein, Inc. --
http://www.nhbteam.com/-- is one of the country's leading  
turnaround and crisis management firms, having been included among
the "Outstanding Turnaround Firms" in Turnarounds & Workouts for
the past twelve consecutive years.  NHB demonstrates leadership in
corporate renewal by creating value and preserving capital through
turnaround and crisis management, financial advisory, investment
banking and fiduciary services to financially challenged companies
throughout America, as well as through their investors, lenders
and trade creditors.  NHB focuses on producing lasting performance
improvement and maximizing the business' value to stakeholders by
providing the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                              Total  
                              Shareholders  Total     Working  
                              Equity        Assets    Capital      
Company               Ticker  ($MM)          ($MM)     ($MM)  
-------               ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         118       (4)
AFC Enterprises         AFCE        (25)         162        4
Alaska Comm Sys         ALSK        (29)         551       19
Alliance Imaging        AIQ          (4)         678       50
Bare Escentuals         BARE       (189)         184       91
Blount International    BLT         (98)         448      135
CableVision System      CVC      (5,349)       9,654     (638)
Calpine Corp            CPNLQ    (7,348)      18,594   (3,055)
Carrols Restaurant      TAST        (24)         453      (28)
Cell Therapeutic        CTIC       (101)          94       24
Centennial Comm         CYCL     (1,090)       1,393       92
Charter Comm            CHTR     (6,345)      15,177   (1,015)
Cheniere Energy         CQP        (168)       2,104      108
Choice Hotels           CHH         (70)         305      (55)
Cincinnati Bell         CBB        (773)       1,951       27
Claymont Stell          PLTE        (50)         150       67
Compass Minerals        CMP         (46)         691      157
Corel Corp.             CRE         (21)         271      (42)
Crown Holdings          CCK        (225)       6,582      310
Crown Media HL          CRWN       (519)         759       64
CV Therapeutics         CVTX        (90)         356      263
Cyberonics              CYBX        (16)         137      (28)
Dayton Superior         DSUP       (106)         312       60
Deluxe Corp             DLX         (40)       1,223     (402)
Denny's Corporation     DENN       (221)         444      (67)
Depomed Inc.            DEPO        (37)          37       16
Domino's Pizza          DPZ        (561)         421       39
Dun & Bradstreet        DNB        (458)       1,392     (238)
Echostar Comm           DISH        (30)       9,066    1,150
Eisntein Noah Re        BAGL       (131)         135       (9)
Embarq Corp             EQ         (331)       8,983     (409)
Emeritus Corp.          ESC        (112)         953      (55)
Empire Resorts I        NYNY        (10)          71       12
Encysive Pharmaceutical ENCY       (122)          87       52
Enzon Pharmaceutical    ENZN        (55)         369      180
Epix Pharmaceutical     EPIX        (51)         112       39
Extendicare Real        EXE-U       (20)       1,316       29
Foamex Intl             FMXI       (272)         579      150
Ford Motor Co           F        (3,447)     281,491   (8,138)
Gencorp Inc.            GY          (65)       1,037       31
General Motors          GM       (3,202)     185,198   (5,059)
Graftech International  GTI         (86)         772      241
Healthsouth Corp.       HLS      (1,602)       3,238     (398)
I2 Technologies         ITWO        (15)         185       32
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,755)       1,508      171
IMAX Corp               IMX         (33)         243       84
Incyte Corp.            INCY       (104)         325      261
Indevus Pharma          IDEV       (144)          76       36
Intermune Inc           ITMN        (55)         249      195
Isolagen Inc            ILE         (48)          49       21
Ista Pharmaceuticals    ISTA        (15)          48       18
Jazz Pharmaceuticals    JAZZ       (195)         201       47
Koppers Holdings        KOP         (70)         671      177
Life Sciences           LSR          (1)         237       25
Lodgenet Entertainment  LNET        (54)         274        8
McMoran Exploration     MMR         (47)         446      (31)
Mediacom Comm           MCCC       (110)       3,620     (269)
National Cinemed        NCMI       (585)         401       43
Neurochem Inc            NRM        (34)          61       20
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (80)         709       23
NPS Pharm Inc.          NPSP       (213)         180     (219)
ON Semiconductor        ONNN       (138)       1,441      309
Protection One          PONN        (85)         441       (1)
Qwest Communication     Q        (1,534)      20,701   (1,440)
Radnet Inc.             RDNT        (48)         396       31
Ram Energy Resources    RAME         (2)         184       (6)
Regal Entertainment     RGC        (130)       3,085     (131)
Riviera Holdings        RIV         (28)         221       13
RSC Holdings Inc        RRR        (408)       3,281   (3,410)
Rural Cellular          RCCC       (587)       1,362      183
Rural/Metro Corp.       RURL        (93)         298       38
Savvis Inc.             SVVS        (14)         640      145
Sealy Corp.             ZZ         (154)       1,021       61
Senorx Inc              SENO         (4)          16        2
Sipex Corp              SIPX        (12)          53        7
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (178)       3,694      (46)
Stelco Inc              STE         (83)       2,788      656
Sun-Times Media         SVN        (369)         929     (265)
Suncom Wire-CL          SCWH       (433)       1,639      209
TechTarget              TTGT        (66)          94       31
Town Sports Int.        CLUB        (20)         436      (52)
Unisys Corp.            UIS          (5)       3,913      317
Weight Watchers         WTW      (1,053)       1,019      (82)
Western Union           WU         (172)       5,354      972
Westmoreland Coal       WLB        (108)         759      (55)
Worldspace Inc.         WRSP     (1,641)         527       85
WR Grace & Co.          GRA        (467)       3,628      912
XM Satellite            XMSR       (445)        1943      (76)
Xoma Ltd.               XOMA         (6)          70       28

                             *********

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 ***