TCR_Public/070719.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 19, 2007, Vol. 11, No. 169

                             Headlines

534 LAS AMERICAS: Taps Johnson Law Firm as Bankruptcy Counsel
ABC LOCK: Case Summary & 20 Largest Unsecured Creditors
ALION SCIENCE: Increased Debt Leverage Cues S&P's Negative Outlook
AMERICHIP INT'L: May 31 Balance Sheet Upside-down by $788,703
BANK OF AMERICA: Fitch Affirms B- Rating on $5.7MM Class P Certs.

BASELL AF: Inks Pact to Acquire Lyondell for $19 Billion in Cash
BASELL AF: Fitch Puts Low-B Ratings on Watch Negative
BCAP LLC: Moody's Reviews Class M-9's Ba1 Rating and may Downgrade
BCE INC: Buyer Obtains $500 Million Bridge Fund from TD Bank
BEAR STEARNS: Moody's Reviews Ratings on 13 Tranches

BEST MANUFACTURING: Trustee Hires Sobel as Forensic Accountants
CARDTRONICS INC: Prices $100 Million Senior Notes Offering
CASA PALMS: Case Summary & Largest Unsecured Creditor
CCS MEDICAL: Moody's Rates Planned $365 Million Term Loan at (P)B3
CHAMPION ENT: Net Income Down to $7.5MM in Quarter Ended June 30

CITIGROUP COMMERCIAL: Fitch Cuts Rating on Class M Certs. to B
CLADDAGH DEVELOPMENT: Trustee Taps George Fels as Accountant
COMMONWEALTH HOLDINGS: Case Summary & Five Largest Creditors
COMMUNITY HEALTH: Fitch Junks Rating on $9.1 Bil. Unsecured Notes
COMPUCOM SYSTEMS: Moody's Assigns Corporate Family Rating at B2

COMPUCOM SYSTEMS: S&P Affirms B+ Rating and Removes CreditWatch
CONSUMER PORTFOLIO: Earns $3.5 Mil. in Second Qtr. Ended June 30
CREDIT SUISSE: Moody's Puts Low-B Ratings on Two Cert. Classes
CRUM & FORSTER: Moody's Reviews Ba3 Senior Unsecured Debt Rating
CWABS ASSET: Moody's Reviews Ratings on 33 Tranches

DEERFIELD TRIARC: Closes $300 Mil. Collateralized Loan Transaction
DELPHI CORP: Inks New Plan Framework Agreement with Appaloosa
EAST VALLEY: Moody's Rates $290 Million Senior Secured Notes at B1
EDGEWATER FOODS: Posts Net Loss of $464,685 in Qtr. Ended May 31
ENTERPRISE GP: Moody's Rates Proposed $1.2 Billion Loan at Ba2

EPCO HOLDINGS: Moody's Rates Proposed $1.7 Billion Loan at Ba2
FIRST HORIZON: Fitch Junks Ratings on Two Certificate Classes
FORD MOTOR: Tata Motors Eyes Jaguar & Land Rover
FRENCH VALLEY: Seeks to Obtain $24.75 Million in DIP Financing
FRONTIER DRILLING: S&P Affirms Corporate Credit Rating at B-

GATEHOUSE MEDIA: Commences Public Offering of 17 Million Shares
GE CAPITAL: Moody's Downgrades Class B2 Certificates Rating to B2
GMAC COMMERCIAL: Fitch Affirms Rating on Class O-2 Certs. at B
GRANDE COMMS: Gets Required Consents to Issue $25 Mil. Sr. Notes
HANCOCK FABRICS: Court Extends Lease Rejection Deadline to Oct. 17

HANCOCK FABRICS: Court Approves Sale Amendment with Fauntleroy
HEALTH CARE: Offering $350 Million of Convertible Senior Notes
HORIZON LINES: Commences Offering for 9% and 11% Senior Notes
INDYMAC INDX: Moody's Reviews Ba2 Ratings on Two Tranches
INTEGRATED HEALTHCARE: Appoints Retired Judge Jameson as Director

ION MEDIA: Extends Exchange Offer to July 27
IPSCO INC: Gets Requisite Consents for 8-3/4% Sr. Notes Offering
IPSCO INC: Canadian Competition Bureau OKs Plan of Arrangement
JEFFREY MORAN: Case Summary & 16 Largest Unsecured Creditors
JOHN SIMS: Case Summary & 19 Largest Unsecured Creditors

JON BOUMA: Case Summary & 12 Largest Unsecured Creditors
JON HOHMAN: Case Summary & 18 Largest Unsecured Creditors
JORDYN HOLDINGS: Creditors' Panel Taps Stichter Riedel as Counsel
JP MORGAN: Fitch Affirms Low-B Ratings on Five Loan Classes
KENDLE INT'L: Closes $175 Million Senior Notes Public Offering

KENNETH SIPSMA: Case Summary & 12 Largest Unsecured Creditors
KING PHARMA: Sells Rochester Facility to JHP for $90 Million
KONSTANTINO KOURIS: Case Summary & 15 Largest Unsecured Creditors
LB COMMERCIAL: S&P Preliminary Rates $8.084MM Class S Certs. at B-
LE GOURMET: General Unsecured Creditors to Receive up to 15%

LEAR CORP: S&P Places B Corp. Credit Rating on Positive Watch
LEHMAN ABS: Liquidation Loss Cues S&P's Default Rating
LIFE STYLE: Wants to Use Merchants & Farmers' Cash Collateral
LYONDELL CHEMICAL: To Be Acquired by Basell for $19 Bil. in Cash
LYONDELL CHEMICAL: Declares $0.225 per Share Quarterly Dividend

LYONDELL CHEMICAL: Fitch Puts Rating on Negative Watch
LYONDELL CHEMICAL: Moody's Reviews Ba3 Corporate Family Rating
MARIA RIOS: Case Summary & Nine Largest Unsecured Creditors
MAYCO PLASTICS: Wants Court to Approve Settlement with GM
MCKESSON CORP: Inks Definitive Agreement to Acquire Awarix

MERRILL LYNCH: S&P Preliminary Rates $5.096MM Class P Certs. at B-
MICHAEL NELSON: Case Summary & 20 Largest Unsecured Creditors
MICHAEL VELOTTA: Case Summary & Seven Largest Unsecured Creditors
MORGAN STANLEY: Fitch Lifts Rating on $8MM Class K Certs. to BB+
MORGAN STANLEY: S&P Assigns Junk Ratings on Two Cert. Classes

MYSTIQUE ENERGY: Completes $19.2 Million Sale of Oil & Gas Assets
NAAC REPERFORMING: Moody's Reviews B2 Rating on Two Cert. Classes
NAGY GOLF: Voluntary Chapter 11 Case Summary
NOMURA ASSET: Moody's Reviews Ratings on Four Certificate Classes
NORMAN QUINTERO: Voluntary Chapter 11 Case Summary

OMEGA HEALTHCARE: Board Declares Common & Preferred Stock Dividend
OPTION ONE: Moody's Lowers Class M-7 Certificate's Rating to B1
OSCAR ROJAS: Case Summary & Eight Largest Unsecured Creditors
PACER HEALTH: Closes New $5.5 Million Secured Credit Facility
PALM INC: Moody's Assigns Corporate Family Rating at B1

PASCO COUNTY: Moody's Affirms Ba3 Rating on $1.36 Million Bonds
PLAINS EXPLORATION: To Acquire Pogo Producing for $3.6 Billion
POGO PRODUCING: To Sell Assets to Plains Exploration for $3.6 Mil.
POLYPORE INTERNATIONAL: IPO Completion Cues S&P's Positive Outlook
PRESIDENT CASINOS: Posts Net Loss of $354,000 in Qtr. Ended May 31

RENEWABLE RESOURCES: Case Summary & 22 Largest Unsecured Creditors
RIVERDEEP INTERACTIVE: Moody's Reviews B3 Corporate Family Rating
ROBERT STONE: Voluntary Chapter 11 Case Summary
SCOTT HYMAN: Voluntary Chapter 11 Case Summary
SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1

STONERIDGE INC: Moody's Rates New Senior Secured Term Loan at B1
TANAMI TRADING: Case Summary & 20 Largest Unsecured Creditors
TD BANK: Confirms Underwriting $3.3 Bil. Facility for BCE Buyers
TEREX CORP: Stockholders OK Issuance of Additional Shares of Stock
TCGC LLC: Case Summary & 20 Largest Unsecured Creditors

TRIAD HOSPITALS: Fitch Lowers Issuer Default Rating to B from BB-
UNED ASSOCIATES: Judge Glenn Confirms Ch. 11 Plan of Liquidation
UNICO INC: May 31 Balance Sheet Upside-down by $2.7 Million
UNITED REFINING: Earns $32.4 Million in Third Qtr. Ended May 31
VALCOM INC: Case Summary & 20 Largest Unsecured Creditors

VENOCO INC: Underwriters Purchase Additional 465,000 Shares
WESTAR ENERGY: Completes Sale of 3.7 Mil. Shares for $100 Million
WHISTLER LAGOON: Wants Chapter 11 Case Dismissed
WHOLE FOODS: Board Initiates Inquiry on CEO Online Postings
ZAPPALA FARMS: Case Summary & 20 Largest Unsecured Creditors

* Moody's Upgrades Ratings on 55 Jumbo Prime RMBS

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

534 LAS AMERICAS: Taps Johnson Law Firm as Bankruptcy Counsel
-------------------------------------------------------------
543 Las Americas LLC asks the United States Bankruptcy Court for
the Southern District of Texas from permission to employ The Law
Office of Peter Johnson, as its counsel.

As the Debtor's counsel, the firm will:

     a. render professional services in the general administration
        of the Debtor's case;

     b. prepare and file of any necessary complaint to sell or
        recover property of the estate;

     c. render advice and counsel to the debtor-in-possession;

     d. prepare pleadings and documents for the use and sale of
        property;

     e. prepare, negotiate and draft documents required for a plan
        of reorganization and accompanying disclosure statement;

     f. represent the debtor-in-possession at various court
        hearings; and

     g. perform all other legal services for the Debtor.

The Debtor tells the Court that Peter Johnson, Esq., the principal
attorney designated to represent the Debtor's case, bills $325 per
hour.

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

Mr. Johnson can be reached at:

     Peter Johnson, Esq.
     The Law Offices of Peter Johnson
     Eleven Greenway Plaza
     2820 Aim Investments Tower
     Houston, Texas 77046
     Tel: (713) 961-1200
     Fax: (713) 552-1433
     http://www.pjlaw.com/

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


ABC LOCK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: A.B.C. Lock & Glass, Inc.
        1700 Victorian Avenue
        Sparks, NV 89431

Bankruptcy Case No.: 07-50924

Type of business: The Debtor provides residential and commercial
                  locksmithing, glazing and repair and replacement
                  of auto glass.  See http://www.abclockglass.com/

Chapter 11 Petition Date: July 16, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579

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
------                     ---------------       ------------
I.R.S.                      value of security:        $529,000
200 South Virginia Street   $100,000
Stop 5201RN
Reno, NV 89501

Dana Johnson                                          $300,000
610 East Vista
Bisbee, AZ 85603

Walt's Sons Ventures,       loans                     $160,000
L.L.C.
610 East Vista
Bisbee, AZ 85603

A.T.&T.                     yellow page                $84,000
                            advertising

Wells Fargo Credit Line                                $70,000
Visa

Nevada Dept. of Taxation    sales tax                  $25,000

Clark Security Products     goods/services             $16,279

A.C.I. Distribution         goods/services             $16,167
00400893

Wells Fargo-2097            goods/services             $12,000

Washoe County D.A.          checks written to           $6,960
                            third party creditors

Nevada Lock                 goods/services              $5,220

Bible Mousal                attorney's fees             $5,000

Wells-Fargo Visa                                        $5,000
Overdraft

Western States Glass        goods/services              $3,616

C.F.C. Investments          purchase money             $13,166
                            security; value
                            of security:
                            $10,000

Pitney Bowes Leasing        goods/services              $2,998

A.C.I. Distribution         goods/services              $2,933
00554631

International Window        goods/services              $1,795

Office Depot                goods/services                $798

Office Max                  goods/services                $744


ALION SCIENCE: Increased Debt Leverage Cues S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and 'CCC+' senior unsecured debt ratings on McLean,
Virginia-based Alion Science And Technology Corp.  At the same
time, Standard & Poor's revised its outlook on Alion to negative
from stable.  Standard & Poor's also affirmed its 'BB-' bank loan
and '1' recovery ratings on Alion's $292 million senior secured
bank facility, which consists of a $50 million revolving credit
facility and a $242 million term loan (including the proposed
$25 million add-on).
      
"The revision of the outlook to negative reflects increased debt
leverage resulting from the proposed $25 million term loan add-
on," said Standard & Poor's credit analyst Ben Bubeck.  Alion's
debt leverage will increase to more than 8x from the high-7x area
prior to this transaction.  Furthermore, the company has generated
negative free operating cash flow over the past several quarters,
and liquidity is limited to about $45 million of revolver
availability.  Proceeds from the proposed $25 million term loan
add-on will be used to fund the buyback of ESOP stock based on
distribution requests.
     
The ratings on Alion reflect its second-tier position in the
highly competitive and consolidating government IT services
market, an acquisitive growth strategy, high debt leverage, and
limited liquidity.  A predictable revenue stream based upon a
strong backlog and the expectation that the government IT services
sector will continue to grow over the intermediate term are
partial offsets to these factors.
     
Alion is an R&D, engineering, and information technology company
that provides services and communications solutions primarily to
the federal government.  Pro forma for the proposed term loan add-
on, Alion has approximately $680 million in total operating lease-
adjusted debt, including redeemable common stock warrants.


AMERICHIP INT'L: May 31 Balance Sheet Upside-down by $788,703
-------------------------------------------------------------
AmeriChip International Inc.'s balance sheet at May 31, 2007,
showed $7.6 million in total assets, $8.4 million in total
liabilities, and $3,413 in minority interest, resulting in a
$788,703 total stockholders' deficit.

The company's consolidated balance sheet at May 31, 2007, also
showed strained liquidity with $1.1 million in total current
assets available to pay $4.5 million in total current liabilities.

The company reported a net loss of $1.7 million on revenues of
$628,198 for the second quarter ended May 31, 2007, compared with
a net loss of $3.7 million on revenues of $33,611 for the same
period ended May 31, 2006.

Gross profit for the quarter ended May 31, 2007, increased from
$6,000 for the quarter ended May 31, 2006, to $381,339.  The
increased gross margin is due to the operating results provided by
KSI Machine & Engineering Inc., a subsidiary of AmeriChip.

Operating expenses decreased to $1.9 million from $3.7 million for
the three months ended May 31, 2006.  This decrease is primarily
due to the decrease in the amount of $2.1 million in consulting
expenses.

The decrease in net loss is primarily due to the decrease in
operating expenses.

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?219e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2007,
Williams & Webster PS, in Spokane, Wash., expressed substantial
doubt about AmeriChip International Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Nov. 30, 2006.  The
auditing firm pointed to the company's significant operating
losses.

                  About AmeriChip International

Headquartered in Plymouth, Mich., AmeriChip International Inc.
(OTC BB: ACHI.OB) -- http://www.americhiplacc.com/ -- holds a    
patented technology known as Laser Assisted Chip Control, the
implementation of which results in efficient chip control
management in industrial metal machining applications.  This
technology provides substantial savings in machining costs of
certain automobile parts providing much more competitive pricing
and more aggressive sales approaches within the industry.


BANK OF AMERICA: Fitch Affirms B- Rating on $5.7MM Class P Certs.
-----------------------------------------------------------------
Fitch Ratings has upgraded six classes of Bank of America, N.A.-
First Union National Bank Commercial Mortgage Trust's (BofA-FUNB)
commercial mortgage pass-through certificates, series 2001-3, as:

  -- $17.1 million class G to 'AAA' from 'AA+';
  -- $14.2 million class H to 'AAA' from 'AA';
  -- $14.2 million class J to 'AA+' from 'A+';
  -- $29.8 million class K to 'A-' from 'BBB+';
  -- $8.5 million class L to 'BBB+' from 'BBB';
  -- $8.5 million class M to 'BBB' from 'BBB-'.

In addition, Fitch has affirmed these classes:

  -- $55.5 million class A-1 at 'AAA';
  -- $608.5 million class A-2 at 'AAA';
  -- $50 million class A-2F at 'AAA';
  -- Interest-only class XC at 'AAA';
  -- Interest-only class XP at 'AAA';
  -- $42.6 million class B at 'AAA';
  -- $17.1 million class C at 'AAA';
  -- $17.1 million class D at 'AAA';
  -- $14.2 million class E at 'AAA';
  -- $17.1 million class F at 'AAA';
  -- $14.2 million class N at 'BB';
  -- $5.7 million class O at 'B+';
  -- $5.7 million class P at 'B-'.

Fitch does not rate the $13.7 million class Q or the subordinate
component class V-1, V-2, V-3, V-4, and V-5 certificates.

The rating upgrades are due to defeasance and amortization since
Fitch's last ratings action.  Since issuance, 27 loans (25.9%)
have defeased, including three of the top five loans (9.3%).  As
of the July 11, 2007 distribution date, the pool has paid down 16%
to $956.8 million from $1.14 billion at issuance.

There are currently no delinquent or specially serviced loans.


BASELL AF: Inks Pact to Acquire Lyondell for $19 Billion in Cash
----------------------------------------------------------------
Basell and Lyondell Chemical Company have signed a definitive
agreement pursuant to which Basell will acquire Lyondell's
outstanding common shares for $48 per common share in an all
cash transaction with a total enterprise value of approximately
$19 billion, including the assumption of debt.

The purchase price per share represents a 45% premium to
Lyondell's closing share price on May 10, 2007, the day prior to
the disclosure by Access Industries, the industrial group that
owns Basell, of its potential interest in Lyondell, and a 20%
premium to Lyondell's closing share price on July 16, 2007.  The
transaction was unanimously approved by the Boards of Directors of
Basell and Lyondell.

The transaction will create one of the sector's largest companies.
Lyondell's three business segments -- ethylene, co-products and
derivatives; propylene oxide and related products; and refining --
will complement and significantly strengthen Basell's polyolefins
business.  Basell and Lyondell together would have had combined
2006 revenues of approximately $34 billion and 15,000 employees
around the world.

"The combination of Basell and Lyondell creates one of the top
chemical companies in the world," Len Blavatnik, Chairman and
Founder of U.S.-based Access Industries, said.  "This combination
further strengthens Access' long-term strategic position in the
global petrochemical industry."

"Lyondell's competitively positioned assets, access to raw
material and refining capacity are excellent complements to
Basell's diversified portfolio," Volker Trautz, Chief Executive
Officer of Basell, said.

"We believe this transaction offers significant value for
Lyondell's shareholders," Dan F. Smith, Chairman, President and
Chief Executive Officer of Lyondell, said.  "We are very pleased
that Basell recognizes the value and fit of our portfolio of
chemical and refining assets.  Basell and Lyondell share a common
vision for continued success, and the combination of our companies
will enhance our opportunities."

The transaction is subject to customary closing conditions,
including regulatory approvals and the approval of Lyondell
shareholders. This transaction is expected to close within the
next several months and is not subject to financing.

                        About Lyondell

Headquartered in Houston, Texas, Lyondell Chemical Company
(NYSE:LYO) -- http://www.lyondell.com/-- is North America's
third-largest independent, publicly traded chemical company.
Lyondell manufactures chemicals and plastics, a refiner of heavy,
high-sulfur crude oil and a significant producer of fuel products.
Key products include ethylene, polyethylene, styrene, propylene,
propylene oxide, gasoline, ultra low-sulfur diesel, MTBE and ETBE.

The company also has locations in Austria, France, Italy, The
Netherlands, Belgium, Germany, Spain, United Kingdom, Brazil,
China, Japan, Taiwan, India and Singapore.

                        About Basell

Basell -- http://www.basell.com/-- produces polypropylene and  
advanced polyolefin products, supplies polyethylene and catalysts,
and provides technical services for its proprietary technologies.
Basell, together with its joint ventures, has manufacturing
facilities in 19 countries and sells products in more than 120
countries. Basell is privately owned by Access Industries.


BASELL AF: Fitch Puts Low-B Ratings on Watch Negative
-----------------------------------------------------
Fitch Ratings placed Netherlands-based Basell AF SCA's ratings on
Rating Watch Negative, following the company's announcement of its
definitive agreement to acquire US-based Lyondell Chemical Company
(rated 'BB-').  Basell's Short-term Issuer Default Rating is
affirmed at 'B'.

Basell's ratings are:

Long-term IDR: 'BB-' on RWN
Senior secured: 'BB+' on RWN
Senior notes: 'B+' on RWN

This follows the announcement that Basell will acquire Lyondell's
outstanding common shares for $48 per common share in an all cash
transaction with a total enterprise value of approximately $19
billion, including the assumption of debt.  Fitch expects a re-
leveraging of Basell's balance sheet as customary for sponsor-
driven transactions, which is likely to result in a downgrade of
Basell's Long-term IDR by at least one notch.  Fitch expects to
resolve the RWN upon the closure of the transaction and review of
the financing plan.

The transaction will create one of the world's largest chemicals
companies with combined revenues (FY06) of around $34 billion and
around 15,000 employees around the world.  The transaction is
subject to regulatory approvals and the approval of Lyondell's
shareholders.  Basell expects the transaction to close within the
next several months.

The transaction was unanimously approved by the Boards of
Directors of Basell and Lyondell.  This offer follows two recent
bids for Huntsman Corp and GE Plastics, which Basell both lost to
higher bidders (Hexion Specialty Chemicals, Inc. and SABIC,
respectively).


BCAP LLC: Moody's Reviews Class M-9's Ba1 Rating and may Downgrade
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade one tranche from the BCAP LLC Trust 2006-AA1
securitization.  The collateral backing this transaction consists
of primarily first-lien, fixed and adjustable-rate, Alt-A mortgage
loans.

The rating was placed under review for downgrade based on higher
than anticipated rates of delinquency in the underlying collateral
compared to current credit enhancement levels.

Complete rating action is:

Issuer: BCAP LLC Trust

-- Series 2006-AA1, Class M-9, current rating Ba1, under review
    for possible downgrade


BCE INC: Buyer Obtains $500 Million Bridge Fund from TD Bank
------------------------------------------------------------
A group of institutional investors led by Ontario Teachers'
Pension Plan Board in support of their bid to acquire BCE Inc.
was provided a $500 million equity bridge facility by TD Bank
Financial Group.  TD Bank also confirmed that it has underwritten
$3.3 billion of a $34.3 billion credit facility for the group of
investors in connection with the BCE acquisition.

While these commitments are large, they were entered into
following the Bank's normal credit processes and are within the
risk tolerances provided for in the Bank's risk management
framework.

In the ordinary course, the Bank would expect to syndicate these
commitments among other financial institutions and investors.

As previously reported, 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.

                          About TD Bank

The Toronto-Dominion Bank (TSE; NYSE; Tokyo Stock Exchange: TD) -
http://www.td.com/-- and its subsidiaries are collectively known  
as TD Bank Financial Group.  TD Bank Financial Group serves more
than 14 million customers in four key businesses operating in a
number of locations in key financial centres around the globe:
Canadian Personal and Commercial Banking, including TD Canada
Trust; Wealth Management, including TD Waterhouse and an
investment in TD Ameritrade; U.S. Personal and Commercial Banking
through TD Banknorth; and Wholesale Banking, including TD
Securities.  TD Bank Financial Group also has more than
4.5 million on-line customers.  The Bank had $397 billion in
assets as of April 30, 2007.

                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 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 Inc.'s issuer default rating and
senior unsecured debt rating to BB- from BBB+.  


BEAR STEARNS: Moody's Reviews Ratings on 13 Tranches
----------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade thirteen tranches from eight deals issued by Bear
Stearns in 2006. The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, Alt-A mortgage
loans.

The ratings were placed under review for downgrade based on higher
than anticipated rates of delinquency in the underlying collateral
compared to current credit enhancement levels.

Complete rating actions are:

Issuer: Bear Stearns Alt-A Trust

-- Series 2006-1, Class I-B-2, current rating Baa3, under review
    for possible downgrade

-- Series 2006-1, Class I-B-3, current rating Ba2, under review
    for possible downgrade

-- Series 2006-2, Class I-B-2, current rating Baa3, under review
    for possible downgrade

-- Series 2006-2, Class I-B-3, current rating Ba2, under review
    for possible downgrade

-- Series 2006-3, Class I-B-2, current rating Baa3, under review
    for possible downgrade

-- Series 2006-3, Class I-B-3, current rating Ba2, under review
    for possible downgrade

-- Series 2006-4, Class I-B-2, current rating Baa3, under review
    for possible downgrade

-- Series 2006-4, Class I-B-3, current rating Ba2, under review
    for possible downgrade

-- Series 2006-5, Class I-B-2, current rating Baa3, under review
    for possible downgrade

-- Series 2006-5, Class I-B-3, current rating Ba2, under review
    for possible downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust

-- Series 2006-AC1, Class I-B-4, current rating Ba2, under review
    for possible downgrade

-- Series 2006-AC2, Class I-B-4, current rating Ba2, under review
    for possible downgrade

-- Series 2006-AC3, Class B-4, current rating Ba2, under review
    for possible downgrade


BEST MANUFACTURING: Trustee Hires Sobel as Forensic Accountants
---------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave Stacey L. Meisel, the appointed Chapter 7 Trustee for Best
Manufacturing LLC and its debtor-affiliates' bankruptcy cases,
permission to employ Sobel & Co. LLC as her forensic accountants.

As the Trustee's forensic accountants, the firm is expected
to perform expert testimony in Court, forensic accounting, and
investigation relating to avoidance action.

The firm's professionals billing rates:

     Designation           Hourly Rate
     -----------           -----------
     Managing Partner          $365
     Partner                   $345
     Senior Manager            $265
     Supervisor            $170 - $260
     Senior Accountant     $140 - $165
     Staff Accountant       $90 - $105

Darryl S. Neier, a certified fraud examiner of the firm, assures
the Court that he does not hold any interest adverse to the
Debtors' estates and creditors as defined in Section 101(14) of
the Bankruptcy Code.

Mr. Neier can be reached at:

     Darryl S. Neier
     Sobel & Co., LLC
     293 Eisenhower Parkway, Suite 290
     Livingston, NJ 07039
     Tel: (973) 994-9494
     Fax: (973) 994-1571
     http://www.sobel-cpa.com/

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico, the United Kingdom, and the Philippines.

The company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).  
The case was converted to Chapter 7 on May 3, 2007.

Stacey L. Meisel was appointed as Chapter 7 Trustee on
May 4, 2007.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., represents the Debtors.  Scott L. Hazan,
Esq., at Otterbourg, Steindler, Houston & Rosen, and Brian L.
Baker, Esq., and Stephen B. Ravin, Esq., at Ravin Greenberg PC,
represent the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


CARDTRONICS INC: Prices $100 Million Senior Notes Offering
----------------------------------------------------------
Cardtronics Inc. priced its private offering of $100 million
aggregate principal amount of 9-1/4% senior subordinated notes due
2013 - Series B at 97% of par.

The notes are being offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933.  The notes have not been registered under the
Securities Act and may not be offered or sold in the United States
without registration or an applicable exemption from the
registration requirements.

The company expects closing to occur on July 20, 2007.  Net
proceeds from the offering will be about $93.5 million.  The
company intends to use the net proceeds from this offering,
together with available cash and borrowings under its revolving
credit facility, to fund its previously announced acquisition of
substantially all of the assets of the financial services business
of 7-Eleven Inc., which is also expected to close on July 20,
2007.

                     About Cardtronics

Headquartered in Houston, Texas, Cardtronics Inc. --
http://www.cardtronics.com/-- is a non-bank owner/operator of  
ATMs with more than 25,750 locations.  The company operates in
every major U.S. market, at approximately 1,700 locations
throughout the U.K., and at over 700 locations in Mexico.
                          *     *     *

As reported in the Troubled Company Reporter on July 11, 2007,
Moody's Investors Service assigned a Caa1 rating to Cardtronics,
Inc.'s proposed additional $125 million "tack-on" high yield
subordinated notes, which will be used to fund the $135 million
acquisition of the assets of financial services business of
7-Eleven.  Moody's also affirmed the corporate family rating of
Cardtronics of B3.  The rating outlook is stable.


CASA PALMS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Casa Palms, L.L.C.
        1501 West Sahara Avenue
        Las Vegas, NV 89102

Bankruptcy Case No.: 07-14332

Type of business: The Debtor owns real estate.

Chapter 11 Petition Date: July 17, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: David J. Winterton, Esq.
                  211 North Buffalo Drive, Suite A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317

Total Assets: $7,086,500

Total Debts:  $3,460,000

Debtor's Largest Unsecured Creditor:

Entity                                           Claim Amount
------                                           ------------
Douglas Mitchell                                      $60,000
300 South 4th Street, Suite 800
Las Vegas, NV 89101-6009


CCS MEDICAL: Moody's Rates Planned $365 Million Term Loan at (P)B3
------------------------------------------------------------------
Moody's Investors Service prospectively assigned a (P)B3 rating to
CCS Medical Inc.'s planned $365 million secured term loan and
$50 million secured revolver based on the company's proposed
capital structure, which includes the refinancing of existing
first and second lien bank debt and HOLDCO senior unsecured notes
in conjunction with an intended IPO.

The ratings are provisional, subject to the closing of these
transactions and receipt and review of final documentation.
Moody's anticipates that the closing will occur prior to the end
of August.  As mentioned in Moody's press release dated
June 29, 2007, the ratings on the existing bank facilities are
expected to be withdrawn upon the close of these transactions.

At the same time, Moody's said that it would likely upgrade CCS
Medical's corporate family rating to B3 from Caa1 with a positive
outlook assuming the company is able to successfully complete the
proposed transactions as presented and meaningfully reduce
financial leverage.  If these transactions do not occur as
planned, an upgrade of the corporate family rating to a B3 would
require evidence that the company could sustain improvement in
credit metrics, such as Debt/EBITDA below 6 times, EBIT to
interest coverage above 1.2 times and free cash flow to debt in
the 3-5% range.

Ratings assigned prospectively:

CCS Medical Inc.

-- $365 million 1st lien secured term loan at (P)B3, LGD3, 34%
-- $50 million 1st lien secured revolver at (P)B3, LGD3, 34%

Ratings remaining under review for possible upgrade:

CCS Medical Inc.

-- Corporate family rating at Caa1
-- PDR at Caa1

Ratings to be withdrawn upon the closing of proposed transactions:

-- $320 million 1st Priority Secured Term at B3, LGD3, 33%
-- $50 million 1st Priority Secured Revolver at B3, LGD3, 33%
-- $110 million Sr. 2nd Priority Secured Term at Caa2, LGD5, 81%

CCS Medical Inc. is a leading provider of mail-order medical
supplies and services to chronically ill patients. Warburg Pincus
is the largest shareholder and equity sponsor for CCS Medical.
Based in Clearwater, Florida, is holding company whose operating
subsidiaries are Chronic Care Solutions, Inc. and MPTC Holdings,
Inc.  On a combined basis, reported revenues at year end 2006 were
about $432 million.


CHAMPION ENT: Net Income Down to $7.5MM in Quarter Ended June 30
----------------------------------------------------------------
Champion Enterprises Inc. reported revenues for its second quarter
ended June 30, 2007, decreased 11% to $330.4 million, compared to
$370.7 million for the second quarter of 2006.  Income from
continuing operations before income taxes totaled $10 million
compared to $11.5 million for the second quarter of 2006.  Net
income for the quarter totaled $7.5 million, compared to net
income of $112.1 million for the same period of the prior year.
Net income for the second quarter of 2006 included $101.9 million
of income from the reversal of the previously recorded deferred
tax asset valuation allowance.

Cash and cash equivalents increased to $104.8 million at June 30,
2007, compared to $76.6 million at the end of the first quarter of
2007.  Cash flow from continuing operating activities totaled
$23.6 million for the quarter ended June 30, 2007, compared to
$12.6 million for the same period last year, while free cash flow
improved to $21.8 million from $8 million for the second quarter
of 2006.

The company amended its credit facility during the quarter to
adjust both the allowed leverage and required interest coverage
for the last 12 months ended June 30, 2007, and for the 12-month
periods ending Sept. 29, 2007, and Dec. 29, 2007.  The company was
in compliance with both requirements, as amended, for the period
ended June 30, 2007.

As of June 30, 2007, the company's balance sheet showed total
assets of $840.9 million, total liabilities of $533.6 million, and
total shareholders' equity of $307.3 million.  The company's
working capital at June 30, 2007, was $67.2 million.

                        Management Comments

"Despite continuing difficulties in the U.S. housing markets, our
results this quarter demonstrate the substantial efforts we've
made to right size our organization and to improve efficiencies in
our plants regardless of market conditions," stated William
Griffiths, chairman, president and chief executive officer of
Champion Enterprises Inc.  "While our manufacturing segment sales
declined 19%, our segment margin improved to 6.7% for the quarter,
up from 6.6% last year.  In addition, the manufacturing segment
ended the quarter on a strong note with backlogs improving over
30% year-over-year and over 60% since last quarter.

"Further, the international segment reported its strongest quarter
since being acquired in April of 2006 by more than doubling both
sales and segment income as compared to the second quarter of
2006."

Mr. Griffiths concluded, "Finally, as a result of our strict focus
on cash and working capital management, we nearly tripled free
cash flow as compared to last year's second quarter, adding
further to the resources available for reinvestment in our longer-
term growth and diversification strategy."

                          About Champion

Auburn Hills, Michigan-based Champion Enterprises Inc., (NYSE:
CHB) -- http://www.championhomes.com/-- operates 32 manufacturing  
facilities in North America and the United Kingdom and works with
over 3,000 independent retailers, builders and developers.  The
Champion family of builders produces manufactured and modular
homes, as well as modular buildings for government and commercial
applications.

                          *     *     *

As reported in the Troubled Company Reporter on March 27, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on Champion Enterprises Inc. and its subsidiary,
Champion Home Builders Co.

At the same time, all other Champion-related ratings were
affirmed, including the recovery ratings of '4' on the Champion's
senior notes and the subsidiary's senior secured credit facility.
These actions affect $241 million of debt.  The outlook is stable.


CITIGROUP COMMERCIAL: Fitch Cuts Rating on Class M Certs. to B
--------------------------------------------------------------
Fitch Ratings has upgraded four classes of commercial mortgage
pass-through certificates from Citigroup Commercial Mortgage
Securities, series 2005-EMG, as:

  -- $2,708,000 class C to 'AAA' from 'AA+';
  -- $5,416,000 class D to 'AA' from 'AA-';
  -- $1,805,000 class E to 'AA-' from 'A';
  -- $3,611,000 class F to 'A' from 'A-'.

Fitch has also downgraded the rating on this class of
certificates:

  -- $1,786,197 class M to 'B/DR1' from 'B+'.

Additionally, Fitch has affirmed these classes:

  -- $77,508,214 class A-1 at 'AAA';
  -- $115,939,000 class A-2 at 'AAA';
  -- $42,513,000 class A-3 at 'AAA';
  -- $199,016,000 class A-4 at 'AAA';
  -- $46,036,000 class A-J at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $7,222,000 class B at 'AAA';
  -- $1,805,000 class G at 'BBB';
  -- $3,611,000 class H at 'BBB-';
  -- $8,124,000 class J at 'BB+';
  -- $2,708,000 class K at 'BB';
  -- $1,806,000 class L at 'BB-'.

The downgrade is the result of principal losses that arose from
the prepayment of a loan which occurred in June 2006.

The rating upgrades reflect the increased subordination levels due
to scheduled amortization and loan payoffs.  As of the June 2007
distribution date, the pool has paid down 27.7% to $521.6 million
from $722.1 million at issuance.  Of the original 265 loans, 203
loans remain outstanding.

There are no delinquent or specially serviced loans.  The
accelerated paydown demonstrated by this transaction is due to
approximately 43% of the pool having more than five years of
seasoning, with a shorter weighted average remaining amortization
schedule than typical conduit transactions.  The real estate
collateral in the pool is considered strong, as all but two
properties are located within the New York City metropolitan area.


CLADDAGH DEVELOPMENT: Trustee Taps George Fels as Accountant
------------------------------------------------------------
Richard D. Nelson, Chapter 11 trustee appointed in the Claddagh
Development Group LLC and its debtor-affiliates' chapter 11 cases,
seeks permission from the U.S. Bankruptcy Court for the Southern
District of Ohio, Western Division, to employ George W. Fels as
his accountant.

Mr. Fels will:

   a) perform forensic accounting and expense analysis to discover
      any financial improprieties that took place under prior
      management;

   b) review the debtors books and records;

   c) prepare a summary for the trustee's review; and

   d) testify to his works and analysis, when necessary.

Mr. Fels, a certified public accountant, discloses that he bills
$195 per hour and his bookkeeping assistants bill $100 per hour.  
He also added that any travel outside the Greater Cincinnati Area
will be charged at 50% of their hourly rates.  Mr. Fels has
requested the Trustee to pay the invoice on a monthly basis.

To the best of the Trustee's knowledge, Mr. Fels is a
"disinterested person" as that term is defined in the Bankruptcy
Code Section 101(14).

Headquartered in Mason, Ohio, Claddagh Development Group LLC --
http://www.claddaghirishpubs.com/-- and --  
http://www.thecladdaghpub.com/-- operates a number of Irish-
themed pubs and restaurants.  The Debtor's estate consists of a
chain of 17 restaurants, each operated by an affiliate of the
Debtor.  The company employs approximately 75 employees.

On Oct. 5, 2006, The John F. Gallagher Company, Queensgate Food
Group LLC, Economy Linen Inc.1, and Great Lakes Concrete
Restoration, Inc., filed an involuntary chapter 11 petition
against Claddagh Development (Bankr. S.D. Ohio Case No.:
06-33124).  Economy Linen has since withdrawn as a petitioning
creditor.  Ronald S. Pretekin, Esq.; Steven M. Wachstein, Esq. and
Sylvie J. Derrien, Esq. of Coolidge Wall Co. LPA represent the
Debtors min their restructuring efforts.  Douglas L. Lutz, Esq. of
Frost Brown Todd, LLC represents the Official Committee of
Unsecured Creditors.  When the debtors filed for protection
against their creditors, they listed estimated assets and debts
between $1 million to $100 million.

On Dec. 28, 2006, the Court appointed Richard D. Nelson as
Claddagh Development's chapter 11 trustee.  Richard D. Nelson,
Esq., Donald J. Rafferty, Esq. and Monica V. Kindt, Esq. of Cohen,
Todd, Kite & Stanford, LLC. represent the Trustee.

On the period from Jan. 10 to Jan. 18, 2007, the chapter 11
trustee filed voluntary petitions for 20 affiliates.


COMMONWEALTH HOLDINGS: Case Summary & Five Largest Creditors
------------------------------------------------------------
Debtor: Commonwealth Holdings, L.C.
        5216 Juniper Ridge Road
        Cedar City, UT 84720

Bankruptcy Case No.: 07-23225

Chapter 11 Petition Date: July 17, 2007

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Andres' Diaz, Esq.
                  Timothy J. Larsen, Esq.
                  1 On 1 Legal Service, P.L.L.C.
                  9 Exchange Place, Suite 417
                  Salt Lake City, UT 84111
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Private Capital Group       loan services for       $4,800,000
505 East Windmill Lane      lenders on real
Suite 1b-236                estate
Las Vegas, NV 89123

Brian Head Town             utilities                  $28,000
56 North Highway 43
Brian Head, UT 84719

New Horizons Engineering    engineering                 $5,500
252 North 200 West          services
Cedar City, UT 84720

L.E.I. Engineers            engineering                   $600
                            services

Hofeling & Wayment          office rent                   $450


COMMUNITY HEALTH: Fitch Junks Rating on $9.1 Bil. Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has downgraded Community Health Systems, Inc.'s
ratings as:

  -- Issuer Default Rating to 'B' from 'BB';
  -- Secured Bank Credit Facility to 'BB-/RR2' from 'BB'.

At the same time, Fitch has removed Community from Rating Watch
Negative, where it was originally placed on March 19, 2007; the
Outlook is now Stable.  In addition, the 'B+' rating for the
subordinated notes has been withdrawn.

Fitch has also assigned a rating to:

  -- $9.1 billion Senior Unsecured Notes 'CCC+/RR6'.

The action reflects Community's forthcoming completion of its
Triad Hospitals Inc. acquisition for approximately $5.1 billion.  
Community will also assume approximately $1.7 billion in existing
debt, for a total deal valued at $6.8 billion, or approximately
9.4x fiscal 2006 EBITDA.

Community's ratings reflect the deterioration in its credit
metrics as a result of the debt-financed acquisition.  To fund the
transaction and to refinance approximately $3.6 billion of
existing debt at both Community and Triad, Community is issuing
approximately $9.1 billion in new bank debt and senior unsecured
notes.  As a result, Fitch expects Community's leverage to
increase significantly post-merger and to remain elevated over the
next few years.  Fitch believes asset divestitures or equity
issuances may be used to reduce debt in the near term, but that
leverage will remain consistent with the 'B' rating category.  In
addition, Fitch expects free cash flow to be strained as cash is
used to service debt and capital expenditures.

Community's decreased financial flexibility is partially offset by
the increased size and diversification of the combined company.  
With more than 130 hospitals, Community will be the largest
publicly traded hospital operator in the country, and the second
largest for-profit operator in terms of revenues, hospitals, and
licensed beds.  The addition of Triad's facilities will expand
Community's geographic reach and reduce its revenue concentration.  
The transaction will also expose Community to more mid-size
markets compared with Community's traditional rural focus.  Fitch
notes that providers in mid-size markets tend to face more
competition and possess less market power than providers in rural
markets.  However, revenue growth opportunities can be greater in
mid-size markets than in rural.

Fitch believes that Community will realize synergies from the
transaction primarily through reductions in corporate overhead and
capital expenditures.  Fitch estimates that annual savings from
corporate overhead could range from $40 million-$50 million.  In
addition, Fitch expects Community to reduce capital expenditures
at the Triad facilities.  Triad has historically spent 8%-9% of
revenues on capital expenditures, which is significantly above the
industry average (approximately 7%) and Community's historical
level of expenditure (approximately 5%).  Although drastic
reductions in capital expenditure will not be possible as both
companies have committed levels of capital expenditures, Fitch
forecasts a gradual reduction in expenditures over the next few
years.

Fitch also believes that margin expansion may be possible at the
legacy Triad facilities.  Community has a successful track record
of applying its case and resource management programs at acquired
facilities, resulting in EBITDA improvement in relatively short
periods of time.  However, Triad is not a distressed operator and
the amount of margin expansion may also be limited by the
competitive nature of the markets in which Triad operates.  
However, some improvement may be possible, particularly with
supplies and payments for outsourced services.  Fitch believes
that Community may also be able to reduce or delay some of Triad's
$1.3 billion, 10-year IT project with Perot and McKesson.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.


COMPUCOM SYSTEMS: Moody's Assigns Corporate Family Rating at B2
---------------------------------------------------------------
Moody's Investors Service assigned CompuCom Systems, Inc. a
corporate family rating of B2 and stable outlook.

Buyout firm Court Square Capital Partners has agreed to acquire
CompuCom, a value-added provider of information technology
products and related services, from Platinum Equity, LLC for
$647 million.  

Concurrent with this transaction and included in the total
purchase price, Court Square Capital also agreed to acquire the
Managed Services division of Vanguard Managed Solutions, LLC for
$21 million.  Net proceeds from the $190 million senior secured
term loan B and $210 million senior subordinated notes will be
used to finance the combined purchase in a highly leveraged
transaction.  The buyout also consists of a $197 million cash
equity investment from the private equity sponsor and management.

Subsequent to transaction closing, Moody's will withdraw the B2
CFR and unsecured debt ratings on the former CompuCom and conclude
the review for possible downgrade given the likelihood that
following the buyout, the former company will have substantially
tendered all of the $325 million existing notes.  The assigned
ratings are subject to review of final documentation and no
material change in the terms and conditions of the transaction as
advised to Moody's.

CompuCom's B2 corporate family rating is constrained by the
somewhat aggressive use of debt to finance the LBO as well as
liberal financial covenants.  This concern is further magnified by
thin operating margins near 4%, which leave very little room for
operational setbacks.  Additionally, the rating factors in:

   i. the year over year decline in the company's procurement
      revenue at a compound annual rate in excess of 9% coupled
      with gradual gross margin erosion in its principal segments;

  ii. the medium- to long-term potential risks of market entry by  
      competitors with greater financial resources, including
      original equipment manufacturers selling direct;

iii. customer concentration;

  iv. potentially higher working capital requirements; and

   v. the cyclical nature of the IT hardware, software and
      services market.

The B2 CFR is also supported by CompuCom's unique combination of
IT service delivery capabilities and comprehensive procurement and
logistics services, the stability provided by recurring revenues
from long-term service contracts, the company's blue chip client
base, high variable operating costs and the potential for
operating margin expansion through cross-sell opportunities of
value-added service offerings into its existing client base.

The rating also recognizes that the recapitalization increases
total funded debt by only $50 million and the infusion of
$197 million of new sponsor equity in the capital structure
transforms shareholders' equity to positive from negative.  
Moody's notes that the capital infusion will be used to purchase
the common equity of CompuCom, and is effectively replacement
equity on the balance sheet for the over $200 million of dividends
taken by the former shareholder.  The company's ability to
generate free cash flow will continue to be supported by its
transition to higher value added IT services and its success in
maintaining superior service quality at an affordable cost to its
customers.  Collectively, these factors drive the overall B2
corporate family rating for the company.

The stable ratings outlook incorporates Moody's belief that
CompuCom will be challenged to support the increased debt load
because of continued declines in procurement revenue, gradual
gross margin erosion across the IT services and procurement
segments and increasing competition.  The outlook also reflects
Moody's expectations that the rate of decline in procurement
segment revenues and gross margins has subsided and will be offset
by solid growth exhibited by the IT services segment and higher
gross margin contribution from the VMS acquisition.

The rating also takes into account Moody's hybrid security
treatment for the $177 million of sponsor preferred equity in
which 50% of the preferred stock is treated as debt-like and 50%
is treated as equity-like.  As such, Moody's adjustments
incorporate the commensurate increase in debt, equity and interest
expense on CompuCom's balance sheet and income statement.

The ratings for the senior secured term loan and subordinated
notes reflect both the overall probability of default of the
company, to which Moody's assigns a PDR of B2, and a loss given
default of LGD-2 for the secured term loan and LGD-5 for the
subordinated notes.  The Ba2 rating of the senior secured term
loan reflects its senior position in CompuCom's capital structure,
full guarantees of existing and future wholly-owned domestic
subsidiaries, an all asset pledge on a first priority basis, and a
significant amount of junior debt and other unsecured obligations
such as leases in the capital structure.  The B3 rating of the
subordinated notes reflects their contractual subordination to all
senior secured creditors and full guarantees of existing and
future wholly-owned domestic subsidiaries on an unsecured basis.

These ratings and assessments were assigned:

-- Corporate Family Rating (New) -- B2

-- Probability of Default Rating -- B2

-- $190 Million Senior Secured Term Loan B due 2014 -- Ba2 (LGD-
    2, 15%)

-- $210 Million Senior Subordinated Notes due 2015 -- B3 (LGD-5,
    72%)

Headquartered in Dallas, Texas, CompuCom Systems, Inc. is a
provider of IT procurement and equipment outsourcing.  For the
twelve months ended March 31, 2007, revenues were $1.5 billion.


COMPUCOM SYSTEMS: S&P Affirms B+ Rating and Removes CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Dallas, Texas-based CompuCom Systems Inc., and
removed it from CreditWatch where it was placed July 6, 2007.  The
outlook is stable.  At the same time, S&P assigned a 'BB' bank
loan rating to the company's proposed $190 million, seven-year
term loan B, two notches above the corporate credit rating, with a
recovery rating of '1', indicating an expectation for very high
(90%-100%) recovery in the event of a payment default.  S&P also
assigned a 'B-' rating to its proposed $210 million, 10.5%, eight-
year senior subordinated notes.  Issue proceeds will be used to
help fund the acquisition of CompuCom Systems by Court Square
Capital Partners in a transaction valued at approximately
$628 million, expected to close in the second half of 2007.
      
"After evaluating the proposed debt and equity financings, and the
new owner's strategies, we affirmed our 'B+' corporate credit
rating and removed the ratings from CreditWatch," said Standard &
Poor's credit analyst Philip Schrank.  This reflects pro forma
debt leverage in the mid-5x area, relatively unchanged from prior
levels.  Because of its perpetual maturity, absence of conversion
rights other than into common stock, and no redemption rights, the
equity treatment to the proposed $177 million of preferred stock
is incorporated in the analysis.
     
S&P's ratings on CompuCom reflect its narrow, low-margin business
focus and aggressive debt leverage.  The ratings are, however,
supported by modest--but predictable--earnings and cash flow and a
growing backlog, coupled with a scalable business model.


CONSUMER PORTFOLIO: Earns $3.5 Mil. in Second Qtr. Ended June 30
----------------------------------------------------------------
Consumer Portfolio Services Inc. reported net income for its
second quarter ended June 30, 2007, of $3.5 million, compared to
net income of $2.6 million for the quarter ended June 30, 2006.  
Net income for the second quarter of 2006 did not include a
provision for income tax expense.

For the three months ended June 30, 2007, total revenues increased
about $28.6 million, or 42.6%, to $95.8 million, compared to
$67.2 million for the three months ended June 30, 2006.  Total
expenses for the three months ended June 30, 2007, were
$89.6 million, an increase of $25 million, or 38.7%, as compared
to $64.6 million for the three months ended June 30, 2006.

As of June 30, 2007, the company posted $2.1 billion in total
assets, $2 billion in total liabilities, and $116.9 million in
total stockholders' equity.

The company held total cash of $274.4 million, comprised of
$13.4 million unrestricted cash and $261 million in unrestricted
cash.

                     Six-Month Period Results

Net income for the six months ended June 30, 2007, was
$6.7 million, compared to net income of $4.4 million, for the six
months ended June 30, 2006.  Net income for the six months ended
June 30, 2006 did not include a provision for income tax expense.

For the six months ended June 30, 2007 total revenues increased
about $57 million, or 45.5%, to $182.3 million, compared to
$125.3 million for the six months ended June 30, 2006.  Total
expenses for the six months ended June 30, 2007, were
$170.6 million, an increase of $49.8 million, or 41.2%, as
compared to $120.8 million for the six months ended June 30, 2006.

During the second quarter of 2007, CPS purchased $346 million of
contracts from dealers as compared to $330.3 million during the
first quarter of 2007 and $268.8 million during the second quarter
of 2006.  During the first half of 2007, CPS purchased
$676.3 million of contracts from dealers as compared to
$523.2 million during the first half of 2006.  The company's 2007
contract purchases represent an increase of 29.3% vs. the same
period in 2006.  The company's managed receivables totaled
$1.9 billion as of June 30, 2007, an increase of $525 million, or
38.2%, from $1,375.3 million as of June 30, 2006.

                       Term Securitization

CPS completed a term securitization in May of receivables
primarily originated by CPS and by its subsidiary, The Finance
Company, with the sale of $113.3 million of asset backed notes.
This was in addition to its regular quarterly securitization
program, with the June sale of $315 million of asset backed notes.
As previously announced, the quarterly transaction was executed
with lower credit enhancement requirements than the first quarter
transaction.  Both transactions were completed smoothly in an
otherwise uncertain credit market. Subsequent to quarter end, the
company issued $60 million of two-year notes under a new
$120 million revolving and term residual interest financing
facility.

Annualized net charge-offs during the first half of 2007 were 4.6%
of the average owned portfolio as compared to 3.71% during the
same period in 2006.  Delinquencies greater than 30 days were
4.85% of the total owned portfolio as of June 30, 2007, as
compared to 3.87% as of June 30, 2006.

                        Executive Comments

"The second quarter marks our largest quarter of new contract
originations in the history of the company," said Charles E.
Bradley, Jr., president and chief executive officer.  "The
controlled growth strategy that we implemented in the first
quarter of 2004 has proven successful as we have grown our total
managed portfolio from $741 million at the end of 2003 to
$1.9 billion at the end of the second quarter 2007."

"With respect to the second quarter's financial results, our
continued year-over-year pretax income growth validates our
execution in growing our total managed portfolio and our ongoing
efforts to improve operating efficiencies.  Credit performance
remains good and within the range of our expectations.  In
addition, the new residual interest financing facility we recently
established provides significant liquidity and additional
flexibility to our capital structure."

                            About CPS

Consumer Portfolio Services Inc., headquartered in Irvine,
California, (NasdaqGM: CPSS) -- http://www.consumerportfolio.com/
-- operates as a specialty finance company in the United States.
It engages in purchasing, selling, and servicing retail automobile
installment sale contracts originated by licensed motor vehicle
dealers and independent dealers in the sale of new and used
automobiles, light trucks, and passenger vans.

                          *     *     *

As of July 17, 2007, Consumer Portfolio Services Inc. carries
Fitch's CCC- subordinated debt rating.  The rating outlook is
negative.


CREDIT SUISSE: Moody's Puts Low-B Ratings on Two Cert. Classes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and confirmed the ratings of four classes of Credit Suisse First
Boston Mortgage Securities Corp, Commercial Mortgage Pass-Through
Certificates, Series 2005-CND1 as:

-- Class A-2, $79,873,370, Floating, confirmed at Aaa
-- Class A-X-1, Notional, confirmed at Aaa
-- Class A-X-3, Notional, confirmed at Aaa
-- Class A-Y, Notional, confirmed at Aaa
-- Class B, $16,000,000, Floating, downgraded to Aa3 from Aaa
-- Class C, $15,000,000, Floating, downgraded to Baa1 from A2
-- Class D, $22,000,000, Floating, downgraded to Ba1 from Baa3
-- Class E, $4,825,229, Floating, downgraded to Ba2 from Ba1

Since Moody's last review on March 13, 2007 the Marriott Hawaii
Hotel Portfolio Loan paid off leaving two loans remaining in the
pool - the Royal Palm Hotel Loan (54.2%) and the Hotel 71 Loan
(45.8%).  Both the Royal Palm, located in the South Beach section
of Miami Beach, Florida and Hotel 71, located in the Chicago,
Illinois, CBD, are hotel properties that had been financed for
acquisition, renovation, and conversion into condo-hotels.  Both
loans have the same sponsorship, Robert D. Falor and
Guy T. Mitchell.

In its last review Moody's downgraded Classes C, D and E and
placed Classes A-1, A-X-1, A-X-3, A-Y, B, C, D and E on review for
possible downgrade due to performance issues related to the Royal
Palm and Hotel 71 loans, the foreclosure action initiated by the
holder of the Hotel 71 mezzanine loan, and the subsequent Chapter
11 bankruptcy filing by the Hotel 71 mezzanine borrower.

No condominium units have closed at either property and both loans
were transferred to special servicing for maturity default.  The
special servicer has commenced a foreclosure action against the
Hotel 71 property.  The borrowers' efforts to sell both properties
have to-date been unsuccessful.  Moody's is downgrading Classes B,
C, D and E and confirming Classes A-2, A-X-1, A-X-3 and A-Y.


CRUM & FORSTER: Moody's Reviews Ba3 Senior Unsecured Debt Rating
----------------------------------------------------------------
Moody's Investor Service placed the Ba3 senior unsecured debt
rating of Crum & Forster Holdings Corp. and the Baa3 insurance
financial strength ratings of its main operating companies, United
States Fire Insurance Company and The North River Insurance
Company) under review for possible upgrade.

Crum & Forster is a wholly-owned subsidiary of Fairfax Financial
Holdings Ltd. whose senior debt is rated Ba3 with a stable
outlook.

The review for upgrade will focus on the company's prospective
profitability, reserve adequacy and risk adjusted capitalization.
Over the past several years, the company has re-underwritten its
business, reduced exposures and improved its profitability.  The
review will also focus on the company's significant exposure to
catastrophe risk and to continued adverse development of asbestos
and environmental liabilities.

Moody's notes that Crum & Forster's ratings incorporate its role
within the FFH group as a liquidity provider which, in Moody's
view, is detrimental to Crum & Forster's ratings.  In 2006, Crum &
Forster paid about $268 million up to FFH in the form of tax
payments and dividends.

These ratings were placed on review for possible upgrade:

Crum & Forster Holdings Corp.

-- senior unsecured debt rating of Ba3;

United States Fire Insurance Company

-- insurance financial strength rating of Baa3;

The North River Insurance Company

-- insurance financial strength rating of Baa3.

Moody's last rating action on C&F was on April 24, 2007, when a
Ba3 rating was assigned to $330 million in senior unsecured notes
due 2017.

C&F primarily underwrites property and casualty insurance in the
United States, with its main lines of business in workers'
compensation, property, general liability and commercial
automobile insurance.  At Dec. 31, 2006, Crum & Forster Holdings
Corp. reported net premiums written of $1.2 billion, net income of
$312 million, and year-end shareholders' equity of $1.1 billion.

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


CWABS ASSET: Moody's Reviews Ratings on 33 Tranches
---------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of thirty-three tranches from eleven deals
issued by Countrywide in 2005 and 2006.  The collateral backing
these classes consists of primarily first-lien, fixed and
adjustable-rate, Alt-A mortgage loans.

The ratings were placed under review for possible downgrade based
on higher than anticipated rates of delinquency in the underlying
collateral compared to current credit enhancement levels.

Complete rating actions are:

Issuer: CWABS Asset-Backed Certificates Trust

-- Series 2005-IM1, Class M-6, current rating A3, under review  
    for possible downgrade

-- Series 2005-IM1, Class M-7, current rating Baa1, under review
    for possible downgrade

-- Series 2005-IM1, Class B, current rating Ba3, under review for
    possible downgrade

-- Series 2005-IM2, Class M-7, current rating Baa1, under review
    for possible downgrade

-- Series 2005-IM2, Class B, current rating Ba1, under review for
    possible downgrade

-- Series 2005-IM3, Class M-6, current rating A3, under review
    for possible downgrade

-- Series 2005-IM3, Class M-7, current rating Baa1, under review  
    for possible downgrade

-- Series 2005-IM3, Class B, current rating Baa2, under review
    for possible downgrade

-- Series 2006-IM1, Class M-6, current rating A3, under review
    for possible downgrade

-- Series 2006-IM1, Class M-7, current rating Baa1, under review
    for possible downgrade

-- Series 2006-IM1, Class M-8, current rating Baa2, under review
    for possible downgrade

-- Series 2006-IM1, Class B, current rating Baa3, under review
    for possible downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates

-- Series 2005-AR1, Class M-4, current rating A1, under review
    for possible downgrade

-- Series 2005-AR1, Class M-5 current rating A2, under review for
    possible downgrade

-- Series 2005-AR1, Class M-6 current rating A3, under review for
    possible downgrade

-- Series 2005-AR1, Class M-7 current rating Baa2, under review
    for possible downgrade

-- Series 2006-OC1, Class M-6, current rating A3, under review
    for possible downgrade

-- Series 2006-OC1, Class M-7, current rating Baa1, under review
    for possible downgrade

-- Series 2006-OC1, Class M-8, current rating Baa2, under review  
    for possible downgrade

-- Series 2006-OC2, Class M-6, current rating A3, under review
    for possible downgrade

-- Series 2006-OC2, Class. M-7, current rating Baa1, review for
    possible downgrade

-- Series 2006-OC2, Class M-8, current rating Baa2, under review
    for possible downgrade

-- Series 2006-OC2, Class M-9, current rating Baa3, under review
    for possible downgrade

-- Series 2006-OC3, Class M-7, current rating Baa1, under review
    for possible downgrade

-- Series 2006-OC3, Class M-8, current rating Baa2, under review  
    for possible downgrade

-- Series 2006-OC3, Class M-9, current rating Baa3, under review
    for possible downgrade

-- Series 2006-OC4, Class M-8, current rating Baa2, under review
    for possible downgrade

-- Series 2006-OC4, Class M-9, current rating Baa3, under review
    for possible downgrade

-- Series 2006-OC4, Class B, current rating Ba1, under review for
    possible downgrade

-- Series 2006-OC5, Class M-8, current rating Baa2, under review
    for possible downgrade

-- Series 2006-OC5, Class M-9; currently Baa3, under review for
    possible downgrade

-- Series 2006-OC6, Class M-8; currently Baa2, under review for   
    possible downgrade

-- Series 2006-OC6, Class M-9; currently Baa3, under review for
    possible downgrade


DEERFIELD TRIARC: Closes $300 Mil. Collateralized Loan Transaction
------------------------------------------------------------------
Deerfield Triarc Capital Corp. reported the closing of DFR Middle
Market CLO Ltd., a $300 million middle market collateralized loan
obligation transaction.  The securities issued by the CLO consist
of $250 million of investment grade rated notes and $50 million of
equity in the form of subordinated notes.

A wholly-owned subsidiary of DFR retained all $19 million of the
BBB/Baa2 rated notes and all the equity, for a total investment of
$69 million.  DFR will consolidate the CLO's assets and
liabilities for financial reporting purposes.  Deerfield Capital
Management LLC, DFR's external advisor, will serve as the
Collateral Manager for the CLO.

Jonathan Trutter, chief executive officer, commented, "We are
pleased with DFR's ability to execute this financing despite the
current volatility associated with the collateralized debt
markets.  The closing of this CLO provides the company with long-
term match funding that should eliminate any near term funding
risk for these investments.  This closing also reduces our
borrowings under our revolving warehouse facility, thereby freeing
up capacity for continued asset growth in our corporate lending
portfolio."

DFR is an issuer of collateralized debt obligation liabilities and
does not, as a core part of its investment strategy, purchase CDO
liabilities issued by non-affiliated managers, other than
indirectly through its investment in the Pinetree CDO, in which
the company's economic risk is limited to its $12 million equity
investment.

The $231 million investment grade securities issued by the CLO
that were sold to third parties are rated AAA/Aaa through A/A2 and
have a weighted-average interest rate of three-month LIBOR plus
68.9 basis points.  The notes issued by the CLO pay interest on a
quarterly basis.  The CLO debt matures in 2019, and the CLO
indenture provides for a three-year reinvestment period during
which the CLO can use the proceeds of repayments of loans included
in the collateral to finance new investments to replace collateral
that is repaid, subject to certain rating agency guidelines
relating to credit quality and diversification.

                      About Deerfield Triarc

Deerfield Triarc Capital Corp. is a diversified financial company
formed in 2004 to invest in real estate-related securities and
various other asset classes.  The company intends to continue to
qualify to be taxed as a real estate investment trust, or REIT,
for federal income tax purposes.  The objective is to provide
attractive returns to investors through a combination of dividends
and capital appreciation, which the company intends to achieve by
opportunistically investing in financial assets and to construct
an investment portfolio appropriately leveraged to seek attractive
risk-adjusted returns.

                          *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
counterparty credit rating to Deerfield Triarc Capital Corp.  The
outlook is stable.  At the same time, S&P assigned 'B' bank loan
rating to the company's $155 million senior secured term loan; the
recovery rating is '6'.


DELPHI CORP: Inks New Plan Framework Agreement with Appaloosa
-------------------------------------------------------------
Delphi Corp. has accepted a new proposal for an Equity Purchase
and Commitment Agreement with affiliates of lead investor
Appaloosa Management L.P.; Harbinger Capital Partners Master Fund
I, Ltd.; Merrill Lynch, Pierce, Fenner & Smith Inc.; UBS
Securities LLC; Goldman Sachs & Co.; and Pardus Capital
Management, L.P., to invest up to $2.55 billion in preferred and
common equity in the reorganized Delphi to support the company's
transformation plan announced on March 31, 2006 and its plan of
reorganization.

As reported in the Troubled Company Reporter on July 11, 2007,
Delphi formally terminated the Equity Purchase and Commitment
Agreement and related Plan Framework Support Agreement it entered
into in December 2006 with Cerberus Capital Management, L.P. and
other plan investors.

Delphi will file motions seeking an expedited hearing and approval
of the agreement with the U.S. Bankruptcy Court for the Southern
District of New York.  The company said the new investment
agreement is supported by both of Delphi's Statutory Committees as
well as General Motors Corp.

"[Wednes]day's equity purchase and commitment agreement -- and the
support that it has received from our statutory committees and GM
-- represents additional progress in our transformation and
provides further evidence to customers and other stakeholders that
Delphi should receive the financial support necessary to emerge
successfully from Chapter 11 reorganization," said John Sheehan,
Delphi chief restructuring officer.  "With the recent ratification
of the UAW/Delphi/GM memorandum -- still subject to court approval
later this week -- Delphi is now focusing on reaching labor
agreements with its remaining U.S. unions and finalizing a
settlement agreement with GM.  We're pleased with our recent
momentum.  We now expect to file our plan of reorganization before
the end of the third quarter and to emerge from Chapter 11
reorganization by the end of the year."

"We are happy to have a consensual agreement and are looking
forward to working with Delphi in the future," said David A.
Tepper, president of Appaloosa.

The proposed Equity Purchase and Commitment Agreement, which is
subject to Court approval, outlines the terms of the investment
and the expected treatment of the company's stakeholders in its
anticipated plan of reorganization and provides a framework for
several other aspects of the company's Chapter 11 reorganization.  
The investment agreement also incorporates Delphi's earlier
commitment to preserve its salaried and hourly defined benefit
U.S. pension plans and will include an arrangement to fund
required contributions to the plans that were not made in full
during the Chapter 11 process.

                      Equity Investment

Under the terms of the Equity Purchase and Commitment Agreement,
the Plan Investors will commit to purchase $800 million of
convertible preferred stock and approximately $175 million of
common stock in the reorganized company.  Additionally, the Plan
Investors will commit to purchasing any unsubscribed shares of
common stock in connection with an approximately $1.6 billion
rights offering that will be made available to existing common
stockholders subject to approval of the Bankruptcy Court and
satisfaction of other terms and conditions.  The rights offering
would commence following confirmation of Delphi's plan of
reorganization and conclude 30 days thereafter prior to Delphi's
emergence from Chapter 11 reorganization.  Altogether, the Plan
Investors could invest up to $2.55 billion in the reorganized
company.

Unlike the prior terminated investment agreement, closing
conditions in the new agreement with the Plan Investors are not
subject to the completion of due diligence and the Plan Investors
no longer have the ability to make determinations under the
agreement in their sole discretion.  However, the investment
agreement is subject to the satisfaction or waiver of numerous
conditions and the non-exercise by either Delphi or the Plan
Investors of certain termination rights, all of which are more
fully described in the Equity Purchase and Commitment Agreement.

              Plan of Reorganization Framework

The Equity Purchase and Commitment Agreement further outlines
Delphi's proposed framework for a plan of reorganization, which
includes distributions to be made to creditors and shareholders,
the treatment of GM's claims, and the corporate governance of the
reorganized company.  These provisions had been the subject of a
separate plan framework support agreement between Delphi, GM and
the plan investors in the earlier terminated transaction.  The
company previously reported that its discussions with GM on a
comprehensive global settlement agreement have entered the
documentation phase and that it expected that a settlement with GM
will be incorporated into the company's plan of reorganization
rather than filed with the Bankruptcy Court for separate approval.

The proposed treatment of claims and interests in Delphi's Chapter
11 plan of reorganization is, subject to adjustment for allowed
accrued interest after June 30, 2007:

    --  All senior secured debt would be refinanced and paid in
        full and all allowed administrative and priority claims
        would be paid in full.

    --  Trade and other unsecured claims and unsecured funded debt
        claims (exclusive of subordinated debt claims) would be
        satisfied in full with $3.0 billion of common stock
        (66.7 million out of a total of 147.6 million shares) in
        the reorganized Delphi, at a deemed value of $45 per
        share, and approximately $1.2 billion in cash.  The
        framework requires that the amount of allowed trade and
        unsecured claims (other than funded debt claims and
        post-petition accrued interest claims) not exceed
        $1.7 billion.

    --  In exchange for GM's financial contribution to Delphi's
        transformation plan, and in satisfaction of GM's claims
        against the company, GM will receive $2.7 billion in cash,
        and an unconditional release of any alleged estate claims
        against GM.  In addition, as with other customers, certain
        GM claims would flow-through the Chapter 11 cases and be
        satisfied by the reorganized company in the ordinary
        course of business.  The plan framework anticipates that
        GM's financial contribution to Delphi's transformation
        plan would be consistent with the items identified in
        Delphi's former framework agreement announced on Dec. 18,
        2006.  While the actual value of the potential GM
        contribution cannot be determined until the Delphi-GM
        global settlement agreement and master restructuring
        agreement are finalized, Delphi is aware that GM has
        publicly estimated its potential exposure related to
        Delphi's Chapter 11 filing.

    --  All subordinated debt claims would be allowed and
        satisfied with $478 million of common stock (10.6 million
        out of a total of 147.6 million shares) in the reorganized
        Delphi at a deemed value of $45 per share.

    --  The equity securities class in Delphi's plan of
        reorganization would receive:

         1) $66 million of common stock (1.5 million out of a
            total of 147.6 million shares) in the reorganized
            Delphi (at a deemed value of $45 per share);

         2) warrants to purchase an additional 5 percent of the
            common stock of reorganized Delphi during a five-year
            period (at an exercise price of $45 per share);

         3) rights to purchase approximately 41 million shares of
            common stock in the reorganized Delphi for
            $1.6 billion at a deemed exercise price of
            approximately $38 per share; and

         4) rights to purchase $572 million of common stock (at an
            exercise price of $45 per share), which will result in
            adjustments to the stock and cash distributions to be
            made to the unsecured creditors and Appaloosa.
    
Delphi cautioned that nothing in the plan investment agreement,
the Court or regulatory filings being made in connection with the
agreements or the company's public disclosures (including this
press release) shall be deemed a solicitation to accept or reject
a plan in contravention of the Bankruptcy Code nor an offer to
sell or a solicitation of an offer to buy any securities of the
company.

           Emergence Corporate Governance Structure

The Equity Purchase and Commitment Agreement also includes certain
corporate governance provisions for the reorganized Delphi.  Under
the terms of the proposed plan, the reorganized Delphi would be
governed by a nine-member Board of Directors including an
Executive Chairman and the company's CEO.  Subject to certain
conditions, a majority of the directors (6 of 9) would be required
to be independent of reorganized Delphi under applicable exchange
rules and independent of the Plan Investors.

A five-member selection committee will select the company's post-
emergence Executive Chairman, have veto rights over all directors
nominated by the plan investors and statutory committees, and
appoint directors to all Board committees.  The selection
committee will consist of John D. Opie, Delphi Board of Directors'
lead independent director, a representative of each of Delphi's
two statutory committees and a representative from Appaloosa and
one of the other co-investors.  Appaloosa, through its proposed
Series A-1 preferred stock ownership, would have certain veto
rights regarding extraordinary corporate actions such as change of
control transactions and acquisitions or investments in excess of
$250 million in any twelve-month period.

Executive compensation for the reorganized company must be on
market terms, must be reasonably satisfactory to the lead plan
investor, and the overall executive compensation plan design must
be described in the company's disclosure statement and
incorporated into the plan of reorganization.

                       About Delphi Corp.

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

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


EAST VALLEY: Moody's Rates $290 Million Senior Secured Notes at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD-4, 56%) rating to the
East Valley Tourist Development Authority's $290 million senior
secured notes.  The Authority is an instrumentality of the Cabazon
Band of Mission Indians, a federally recognized Indian tribe.  The
Authority was formed to operate the Tribe's resort and casino
business.

Proceeds from the new note offering will be used to redeem the
Authority's 2003A tax-exempt bonds, repay debt owed to the Tribe
that was used for casino development, reimburse the Tribe for
expenditures related to the golf course, make a distribution to
the Tribe, repay other long-term debt and current liabilities, pay
fees & expenses, and add $30 million of cash to its balance sheet
to help fund planned expansion activity.

The rating considers the Authority's high pro forma leverage
(about 6.4x debt/EBITDA), its small single asset profile, and the
significant amount of competition already operating in its primary
and secondary market areas.  Also considered is that the floating
rate portion of the note offering will be initially exposed to
interest rate risk.  While the Authority intends to enter into one
or more hedge, swap or similar agreements to manage the risk of
rising interest rates on the floating rate notes, it does not have
any current plan or agreement to do so.

Positive rating consideration is given to the Authority's good
historical performance in terms of growth trends and operating
margins.  The Authority's net revenue grew at a 19% cumulative
average growth rate since 2005 and EBITDA margins improved to 37%
from 35% over that same time period. Also considered are the
favorable demographics and growth trends of the Southern
California gaming market.

The stable rating outlook considers the good risk reward profile
of the Authority's planned expansion projects.  It also takes into
account the expectation that cash flow growth from the Authority's
existing casino asset along with the cash flow contribution from
its new expansion projects will result in positive free cash flow
and a gradual reduction in leverage over the next several years.
In addition, the stable outlook considers that the material
weakness findings arising during the recent audit of the
Authority's financial statements will be non-recurring in nature
and will not have an impact on credit quality going forward.

Ratings improvement is limited at this time given the expectation
that it will take several years before debt/EBITDA drops below 5x.
Longer-term ratings improvement is possible to the extent the
Authority demonstrates the ability and willingness to sustain
debt/EBITDA below 5x.  If a gradual reduction in leverage does not
occur at the pace currently anticipated as a result of competitive
pressure and/or lower than expected returns from planned
expansions projects, ratings could be negatively impacted.

The new notes will be senior secured obligations of the Authority
and rank pari passu in right of payment with all other senior
debt, and will be senior in right of payment to all subordinated
and senior subordinated debt.  The notes will be secured by a
first priority pledge of the revenues of Authority's resort and
casino business, and other properties and related amenities other
than assets that specifically secure allowable FF&E financing.

The Authority currently owns and operates the Fantasy Springs
Casino located in the Coachella Valley approximately 22 miles east
of Palm Springs, California.  Fantasy Springs opened in 1990.  For
the fiscal year ended March 31, 2007, the Authority generated
about $130 million of net revenue.


EDGEWATER FOODS: Posts Net Loss of $464,685 in Qtr. Ended May 31
----------------------------------------------------------------
Edgewater Foods International Inc. reported a net loss of $464,685
on revenue of $128,925 for the third quarter ended May 31, 2007,
compared with a net loss of $2.9 million on revenue of $133,120
for the same period ended May 31, 2006.

Results for the three months ending May 31, 2006, included a loss
of approximately $2.5 million which was related to the change in
the fair value of warrants issued to 10 institutional and
accredited investors in conjunction with preferred stock
financings on April 12, May 30, June 30, July 11, 2006, and
Jan. 16, 2007, and the market price of the common stock underlying
such warrants.   No such gain or loss was recorded for the period
ended May 31, 2007.   

Gross loss for the three months ended May 31, 2007, was
approximately $58,000, an increase of approximately $20,000 as
compared to gross loss of roughly $38,000, for the three months
ended May 31, 2006.  The increase in the amount of gross loss for
this quarter was mainly attributable to the slower than
anticipated start to the 2005 class of scallops' harvest.

General and administrative expenses increased to approximately
$333,000 for the quarter ended May 31, 2007, compared to
approximately $287,000 for the three months ended May 31, 2006.  

Interest expense for the three months ended May 31, 2007, was
approximately $2,000.  Interest expense for the three months
ending May 31, 2006, was approximately $54,000.  The decrease in
interest expense was mainly due to repayment of a large short term
note in the third quarter of 2006.  

At May 31, 2007, the company's consolidated financial statements
showed $7.1 million in total assets, $1.9 million in total
liabilities, and $5.2 million in total stockholders' equity.

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?219f

                       Going Concern Doubt

LBB & Associates Ltd. LLP in Houston, expressed substantial
doubt about Edgewater Foods International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Aug. 31, 2006.  The auditing firm pointed to the company's
recurring operating losses since inception.

                      About Edgewater Foods

Based in Qualicum Beach, B.C., Edgewater Foods International Inc.
(OTC BB: EDWT.OB) -- http://www.edgewaterfoods.com/-- is the  
parent company of Island Scallops Ltd., a Vancouver Island
aquaculture company.  ISL was established in 1989 and for over 15
years has operated a scallop farming and marine hatchery business.


ENTERPRISE GP: Moody's Rates Proposed $1.2 Billion Loan at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD5 -- 89%) rating to
EPCO Holdings Inc.'s proposed $1.7 billion senior secured credit
facility and a Ba2 (LGD5 -- 89%) rating to Enterprise GP Holdings
L.P.'s proposed $1.2 billion senior secured credit facility.

These facilities will refinance bridge credit facilities put in
place following EPE's acquisition of an interest in Energy
Transfer Equity, L.P. in May.  Moody's also assigned a Ba1
Corporate Family Rating to EPCO, which is a privately held
Houston-based company owned by Dan Duncan and his family.  

EPE is a publicly traded midstream energy master limited
partnership.  EPCO and EPE own, either directly or indirectly,
general partner interests and limited partner interests in
Enterprise Products Partners L.P., TEPPCO Partners, L.P. and
Energy Transfer Equity, L.P.  The rating outlook for both EPCO and
EPE is negative.

EPCO's Ba1 CFR considers the assets, operations, cash flow and
leverage of the EPCO family of companies, which primarily reflects
Enterprise and TEPPCO.  The CFR also considers the diversification
benefits of owning interests in multiple MLPs that are in
different business segments.  However, EPCO's CFR is one notch
lower than the Baa3 senior unsecured ratings at Enterprise, EPD
issues debt through its operating subsidiary Enterprise Products
Operating L.P., and TEPPCO because of additional debt at EPE and
EPCO. This results in higher overall leverage of the EPCO family
relative to the leverage at either EPD or TPP on a standalone
basis.

While the debt at each of these four companies is non-recourse to
the other companies, Moody's evaluates them together because of
the control provided through the partnership structure.  In
addition, all of the debt is ultimately supported by cash flow
generated by EPD and TPP, either directly at the operating
companies or indirectly through distributions to EPE and EPCO.

For the twelve months ended March 31, 2007, the combined
companies' total debt was $9.1 billion, implying debt/EBITDA of
5.2x, compared to 4.2x at both EPD and TPP for the same period.
Adding an additional $1.65 billion of debt used to acquire
interests in ETE in May, Moody's estimates that total family
debt/EBITDA increased to 5.9x, while FFO/debt dropped to 12.6%
from 14.9%.  Pro forma for EPE's $750 million equity offering,
EPD's $700 million hybrid offering, TPP's $300 million hybrid
offering, Moody's estimates these values changed to 5.3x and
13.9%, respectively.

EPE's Ba2 senior secured debt rating fundamentally reflects the
underlying credit strength of EPD, TPP and, to a lesser extent,
ETE.  EPE owns the GP and 3% of the common units of EPD and the GP
and 4.8% of the common units of TPP.  EPE also owns 17.4% of the
common units of ETE and 35% of ETE's GP.  Based on current
distribution rates, EPE receives 57% of its cash flow from EPD,
22% from TPP and 21% from ETE.

The Ba2 rating contemplates continued consistent distributions
from these MLPs to service EPE's debt.  However, the Ba2 rating is
two notches lower than the senior unsecured ratings of both EPD
and TPP, which provide about 80% of EPE's cash flow.  This
difference in ratings considers that EPE creditors are taking
equity risk through reliance on EPD, TPP and ETE distributions and
EPE debt holders are structurally subordinated to EPD, TPP and ETE
creditors.

Likewise, EPCO's Ba2 senior secured debt rating reflects the
fundamental credit strength of EPD and TPP, as well as the
residual credit capacity at EPE.  EPCO owns 30% of the common
units of EPD, 13% of the common units of TPP and 77% of the common
units of EPE.  EPCO receives 59% of its cash flow from its EPD
interests, 8% from TPP and 33% from EPE.  EPCO is rated the same
at EPE, even though it is structurally subordinate to EPE, because
two-thirds of its cash flow comes directly from its common unit
ownership interests in EPD and TPP.

EPCO's $1.7 billion senior secured credit facility consists of a
$300 million 5-year revolving credit facility, a $500 million 5-
year term loan A and a $900 million 7-year term loan B.  The
facility is secured by substantially all of its assets including
its ownership holdings in EPD, TPP and EPE.  The facility has one
financial covenant: debt/EBITDA no greater than 5.5x. EPE's
$1.2 billion senior secured credit facility consists of a
$200 million 5-year revolving credit facility and a $1 billion
7-year term loan.  The facility is secured by substantially all of
EPE's assets consisting of its membership interests in EPD's and
TPP's GPs and the common units it holds in EPD, TPP and ETE.  The
EPE facility stipulates that debt/EBITDA shall be no greater than
5.75x.

The negative outlooks at EPCO and EPE reflect the negative
outlooks at Enterprise and TEPPCO.  EPD's and TPP's outlooks were
changed to negative from stable in May following EPE's
$1.65 billion acquisition of interests in ETE resulting in higher
family leverage.  These actions further reflect an aggressive
growth strategy at EPD and TPP as well as the additional
complexity resulting from the transaction and the commensurate
corporate governance issues.  EPCO's and EPE's rating outlooks
could return to stable once family leverage consistently improves
such that debt/EBITDA is below 5.5x and FFO/debt is above 14%, and
there is no deterioration in EPD's or TPP's underlying credit
profile.

EPCO Holdings Inc. and Enterprise GP Holdings L.P. are
headquartered in Houston, Texas.


EPCO HOLDINGS: Moody's Rates Proposed $1.7 Billion Loan at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD5 -- 89%) rating to
EPCO Holdings Inc.'s proposed $1.7 billion senior secured credit
facility and a Ba2 (LGD5 -- 89%) rating to Enterprise GP Holdings
L.P.'s proposed $1.2 billion senior secured credit facility.

These facilities will refinance bridge credit facilities put in
place following EPE's acquisition of an interest in Energy
Transfer Equity, L.P. in May.  Moody's also assigned a Ba1
Corporate Family Rating to EPCO, which is a privately held
Houston-based company owned by Dan Duncan and his family.  

EPE is a publicly traded midstream energy master limited
partnership.  EPCO and EPE own, either directly or indirectly,
general partner interests and limited partner interests in
Enterprise Products Partners L.P., TEPPCO Partners, L.P. and
Energy Transfer Equity, L.P.  The rating outlook for both EPCO and
EPE is negative.

EPCO's Ba1 CFR considers the assets, operations, cash flow and
leverage of the EPCO family of companies, which primarily reflects
Enterprise and TEPPCO.  The CFR also considers the diversification
benefits of owning interests in multiple MLPs that are in
different business segments.  However, EPCO's CFR is one notch
lower than the Baa3 senior unsecured ratings at Enterprise, EPD
issues debt through its operating subsidiary Enterprise Products
Operating L.P., and TEPPCO because of additional debt at EPE and
EPCO. This results in higher overall leverage of the EPCO family
relative to the leverage at either EPD or TPP on a standalone
basis.

While the debt at each of these four companies is non-recourse to
the other companies, Moody's evaluates them together because of
the control provided through the partnership structure.  In
addition, all of the debt is ultimately supported by cash flow
generated by EPD and TPP, either directly at the operating
companies or indirectly through distributions to EPE and EPCO.

For the twelve months ended March 31, 2007, the combined
companies' total debt was $9.1 billion, implying debt/EBITDA of
5.2x, compared to 4.2x at both EPD and TPP for the same period.
Adding an additional $1.65 billion of debt used to acquire
interests in ETE in May, Moody's estimates that total family
debt/EBITDA increased to 5.9x, while FFO/debt dropped to 12.6%
from 14.9%.  Pro forma for EPE's $750 million equity offering,
EPD's $700 million hybrid offering, TPP's $300 million hybrid
offering, Moody's estimates these values changed to 5.3x and
13.9%, respectively.

EPE's Ba2 senior secured debt rating fundamentally reflects the
underlying credit strength of EPD, TPP and, to a lesser extent,
ETE.  EPE owns the GP and 3% of the common units of EPD and the GP
and 4.8% of the common units of TPP.  EPE also owns 17.4% of the
common units of ETE and 35% of ETE's GP.  Based on current
distribution rates, EPE receives 57% of its cash flow from EPD,
22% from TPP and 21% from ETE.

The Ba2 rating contemplates continued consistent distributions
from these MLPs to service EPE's debt.  However, the Ba2 rating is
two notches lower than the senior unsecured ratings of both EPD
and TPP, which provide about 80% of EPE's cash flow.  This
difference in ratings considers that EPE creditors are taking
equity risk through reliance on EPD, TPP and ETE distributions and
EPE debt holders are structurally subordinated to EPD, TPP and ETE
creditors.

Likewise, EPCO's Ba2 senior secured debt rating reflects the
fundamental credit strength of EPD and TPP, as well as the
residual credit capacity at EPE.  EPCO owns 30% of the common
units of EPD, 13% of the common units of TPP and 77% of the common
units of EPE.  EPCO receives 59% of its cash flow from its EPD
interests, 8% from TPP and 33% from EPE.  EPCO is rated the same
at EPE, even though it is structurally subordinate to EPE, because
two-thirds of its cash flow comes directly from its common unit
ownership interests in EPD and TPP.

EPCO's $1.7 billion senior secured credit facility consists of a
$300 million 5-year revolving credit facility, a $500 million 5-
year term loan A and a $900 million 7-year term loan B.  The
facility is secured by substantially all of its assets including
its ownership holdings in EPD, TPP and EPE.  The facility has one
financial covenant: debt/EBITDA no greater than 5.5x. EPE's
$1.2 billion senior secured credit facility consists of a
$200 million 5-year revolving credit facility and a $1 billion
7-year term loan.  The facility is secured by substantially all of
EPE's assets consisting of its membership interests in EPD's and
TPP's GPs and the common units it holds in EPD, TPP and ETE.  The
EPE facility stipulates that debt/EBITDA shall be no greater than
5.75x.

The negative outlooks at EPCO and EPE reflect the negative
outlooks at Enterprise and TEPPCO.  EPD's and TPP's outlooks were
changed to negative from stable in May following EPE's
$1.65 billion acquisition of interests in ETE resulting in higher
family leverage.  These actions further reflect an aggressive
growth strategy at EPD and TPP as well as the additional
complexity resulting from the transaction and the commensurate
corporate governance issues.  EPCO's and EPE's rating outlooks
could return to stable once family leverage consistently improves
such that debt/EBITDA is below 5.5x and FFO/debt is above 14%, and
there is no deterioration in EPD's or TPP's underlying credit
profile.

EPCO Holdings Inc. and Enterprise GP Holdings L.P. are
headquartered in Houston, Texas.


FIRST HORIZON: Fitch Junks Ratings on Two Certificate Classes
-------------------------------------------------------------
Fitch Ratings takes rating actions on these First Horizon Home
Loan Mortgage Trust issues:

Series 2006-AA3:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 rated 'BBB' is placed on Rating Watch Negative;
  -- Class B4 downgraded to 'B+' from 'BB';
  -- Class B5 downgraded to 'CCC' from 'B' and assigned distressed
     recovery rating of 'DR1'.

Series 2006-FA2:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 rated 'BBB' is placed on Rating Watch Negative;

  -- Class B4 downgraded to 'B+' from 'BB' and placed on Rating
     Watch Negative;

  -- Class B5 downgraded to 'CCC' from 'B' and assigned distressed
     recovery rating of 'DR2'.

The mortgage loans consist of conventional, fully amortizing,
adjustable-rate, as well as conventional, fully amortizing, fixed-
rate mortgage loans secured by first liens on single-family
residential properties.  As of the June 2007 distribution date,
the transactions are 13 and 15 months seasoned and the pool
factors are 0.73% and 0.81%, respectively.  These transactions are
serviced by First Horizon Home Loan Corporation, rated 'RPS2' by
Fitch.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $554 million of
outstanding certificates.  All classes in the transactions
detailed above have experienced small to moderate growth in CE
since closing.  The negative rating actions, affecting
approximately $10.8 million of outstanding certificates, reflect
deterioration in the relationship between CE and expected losses.

Approximately 4.76% of the current collateral balance for series
2006-AA3 is more than 60 days delinquent.  This includes
bankruptcy, foreclosures and real estate owned of 0.51%, 2.10% and
0.38%, respectively.  The credit enhancement for the B-3, B-4 and
B-5 classes is 1.60%, 0.92% and 0.37%, respectively.

For series 2006-FA2, approximately 2.71% of the current collateral
balance is more than 60 days delinquent.  This includes
foreclosures and real estate owned of 1.70% and 0.30%,
respectively.  The credit enhancement for the B-3, B-4 and B-4
classes is 1.22%, 0.73% and 0.37%, respectively.


FORD MOTOR: Tata Motors Eyes Jaguar & Land Rover
------------------------------------------------
Indian carmaker Tata Motors is in the early stages of evaluating a
bid for Jaguar and Land Rover, which, if successful, could
potentially be one of India's biggest overseas takeover deals, The
Daily Telegraph relates.

According to the report, Tata Motors has instructed advisers to
study the merits of a joint offer for the two brands, which Ford
Motor Company recently put on the block. People familiar with the
matter say, however, that Tata Motors' evaluation of a bid was at
an "exploratory" stage and may not lead to a formal offer. One
source said that Tata Motors had recently signed a confidentiality
agreement with Ford.

A spokesman for Tata Motors said the group did "not comment on
speculation about mergers and acquisitions," The Telegraph notes.

                         About Tata Motors

India's largest automobile company, Tata Motors Limited --
http://www.tatamotors.com/-- is mainly engaged in the business of  
automobile products consisting of all types of commercial and
passenger vehicles, including financing of the vehicles sold by
the Company. The Company's operating segments consists of
Automotive and Others. In addition to its automotive products, it
offers construction equipment, engineering solutions and software
operations. Tata Motors has operations in Russia, and the United
Kingdom.

                        About Ford Motor Co.

Headquartered in Dearborn, Mich., 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.


FRENCH VALLEY: Seeks to Obtain $24.75 Million in DIP Financing
--------------------------------------------------------------
French Valley Commercial Partners LLC asks the United States
Bankruptcy Court for the Central District of California for
permission to borrow up to $24,750,000 in postpetition secured
financing facility arranged by Freestand Financial Holding
Corporation.

The Debtor tells the Court that it is developing a 161 acres of
land located at Calistoga Road and Promontory Road in Murrieta,
California.

Louis L. Esbin, Esq., at Law offices of Louis J. Esbin, says that
The Debtor's property is not generating income except for $900
paid annually by a goat herder.

The DIP Facility will incur interest at 3.5% above floating,
minimum of 12 months of interest payable.

To secure repayment of the DIP Obligations, Freestand Financial's
loan will be secured by a first deed of trust against the Debtor's
161 acres of real property in Murrieta, California.

The Court will convene a hearing on Aug. 13, 2007, at 10:00 a.m.,
at 21041 Burbank Blvd. in Courtroom 302 in Woodland Hills,
California to consider the Debtor's request.

Headquartered in Agoura Hills, California, French Valley
Commercial Partners, LLC, is a real estate developer.  
The company filed for Chapter 11 protection on Feb. 20, 2007
(Bankr. C.D. Ca. Case No.: 07-10526).  Louis J. Esbin, Esq., at
Law Offices Of Louis J. Esbin, represents they Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date on this case.  When the
Debtor filed for bankruptcy, it listed total assets of $35,060,500
and total debts of $16,713,352.


FRONTIER DRILLING: S&P Affirms Corporate Credit Rating at B-
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Frontier Drilling ASA, a drillship and floating
production storage and offloading operator.
     
At the same time, S&P raised its 'B' rating on Frontier Drilling's
$350 million senior secured credit facilities, after the proposed
$25 million add-on, to 'B' from 'B-'.  S&P affirmed the '2'
recovery rating, which indicates substantial (70%-90%) recovery of
principal in the event of a payment default.  The first-lien
facilities now consist of a $60 million revolving credit facility
and $290 million term loan B.  S&P assigned a 'CCC' issue rating
and '6' recovery rating, indicating negligible (0%-10%) recovery
in the event of payment default, to the proposed $100 million
second-lien term loan.  Ratings are based on preliminary terms and
conditions.  The outlook is stable.
     
Frontier Drilling will use proceeds from the new financings to
fund higher-than-expected costs on the recently completed
Discoverer drillship upgrade and ongoing Deepwater drillship
upgrade project and to prefund planned dry-docking and maintenance
costs for the FPSO Seillean.  The Seillean is expected to be in
the yard for 90 days starting in the third quarter of 2008 for its
periodic statutorily required class survey and for equipment
replacement (estimated costs are $38 million).
     
Pro forma the new financings, Bergen, Norway-based Frontier
Drilling will have about $530 million in total debt (including
$141 million in outstanding pay-in-kind [PIK] subordinated
securities that Standard & Poor's treats as debt-like).
      
"The ratings on Frontier Drilling reflect a highly leveraged
financial risk profile, a limited number of currently operating
offshore units, rising upgrade project costs, and weak credit
metrics," said Standard & Poor's credit analyst Jeffrey Morrison.  
These concerns are not fully offset by Frontier Drilling's
favorable intermediate-term backlog of contract revenues,
successful completion of the Discover upgrade project, consistent
operating and cash flow performance from the Seillean and Duchess
offshore units over the past year, and adequate near-term
liquidity.
     
The stable outlook reflects S&P's expectation that Frontier
Drilling will maintain adequate near-to-intermediate-term
liquidity to fund spending associated with its Deepwater upgrade
project, planned maintenance and drydock costs for the Seillean in
2008, and to service debt.  Positive ratings actions will be
limited until Frontier Drilling can complete its Deepwater upgrade
and begin to deleverage in late 2008.  Conversely, we could take
negative rating actions if the company faces additional sizable
near-term cost overruns, significant project delays, or operating
issues that constrain liquidity.


GATEHOUSE MEDIA: Commences Public Offering of 17 Million Shares
---------------------------------------------------------------
GateHouse Media Inc. disclosed its follow-on public offering of
17,000,000 shares of common stock priced at $18.45 per share.  
GateHouse Media also granted the underwriters an option to
purchase up to an additional 1,700,000 shares of common stock.

Goldman Sachs & Co., Wachovia Capital Markets, LLC and Morgan
Stanley & Co. Incorporated are acting as joint book running
managers and as representatives for the underwriters of this
offering, with Bear, Stearns & Co. Inc., BMO Capital Markets
Corp., Allen & Company LLC and Lazard Capital Markets LLC acting
as co-managers.

A registration statement relating to these securities was declared
effective as of July 17, 2007, by the Securities and Exchange
Commission.  Copies of the written prospectus related to the
offering may be obtained from:

     a) Goldman, Sachs & Co.
        Prospectus Department
        85 Broad Street
        New York, NY 10004
        Fax (212) 902-9316

     b) Wachovia Securities
        Prospectus Department
        375 Park Avenue
        New York, NY 10152

     c) Morgan Stanley & Co. Incorporated
        Prospectus Department
        180 Varick Street, 2nd Floor
        New York, NY 10014
        Telephone (866) 718-1649

                       About GateHouse Media

Headquartered in Fairport, New York, GateHouse Media Inc. (NYSE:
GHS) -- http://www.gatehousemedia.com/-- is a publisher of    
locally based print and online media in the U.S. as measured by
its 87 daily publications.  The company currently serves local
audiences of more than 10 million per week across 20 states
through hundreds of community publications and local websites.  As
of March 31, 2007, Fortress Investment Group LLC beneficially
owned approximately 57.8% of the company's outstanding common
stock.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Moody's placed ratings of GateHouse Media Operating Inc. under
review including the company's $40 million senior secured first
lien revolving credit facility, due 2014 -- B1; $670 million
senior secured term loan B, due 2014 -- B1; $250 million senior
secured delayed draw term loan, due 2014 -- B1; Corporate Family
rating -- B1; and Probability of Default rating -- B2.


GE CAPITAL: Moody's Downgrades Class B2 Certificates Rating to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded one certificate issued by GE
Capital Mortgage Services, Series 1999-HE2.  The underlying assets
in the transaction consists of fixed-rate, first- and second-lien
subprime residential mortgage loans.

The Class B2 certificate of this transaction is being downgraded
based upon recent losses and diminishing credit enhancement levels
relative to the current projected losses on the underlying pools.

Complete rating action is:

Issuer: GE Capital Mortgage Services Inc., Series 1999-HE2

-- Class B2; Downgraded to B2, Previously Ba2.


GMAC COMMERCIAL: Fitch Affirms Rating on Class O-2 Certs. at B
--------------------------------------------------------------
Fitch upgrades GMAC commercial mortgage pass-through certificates,
series 2002-C3, as:

  -- $9.7 million class F to 'AAA' from 'AA+';
  -- $9.7 million class G to 'AA' from 'AA-';
  -- $9.7 million class H to 'A+' from 'A'.

Fitch also affirms these classes:

  -- $139.8 million class A-1 at 'AAA';
  -- $406.4 million class A-2 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA'.
  -- $29.2 million class B at 'AAA';
  -- $11.7 million class C at 'AAA';
  -- $18.5 million class D at 'AAA';
  -- $11.7 million class E at 'AAA';
  -- $18.5 million class J at 'BBB+';
  -- $8.7 million class K at 'BBB';
  -- $5.8 million class L at 'BBB-';
  -- $4.9 million class M at 'BB+';
  -- $3.9 million class N at 'BB';
  -- $2.7 million class O-1 at 'B+';
  -- $1.2 million class O-2 at 'B'.

Fitch does not rate $17.3 million class P.

The rating upgrades reflect the increased credit enhancement due
to loan payoffs, scheduled amortization and the additional
defeasance of 8 loans (10.1%) since Fitch's last rating action.   
In total, twenty loans (26.3%) have defeased, including three
(10.1%) of the top five loans.  As of the July 2007 distribution
date, the pool has paid down 8.8% to $709.3 million from
$777.4 million at issuance.

There is currently one asset (2.2%) in special servicing.  The
asset is a multifamily property consisting of 10 buildings of
primarily student housing located in Talahassee, FL that is
currently real estate owned.  A new property management company
has taken over daily operations at the property.  They are
actively advertising the property for the Fall 2007 semester.  
Losses on this asset are expected to be absorbed by the non-rated
class P.

One loan (1.4%), secured by a 170-unit hotel property, is located
in New Orleans, LA and suffered damage as a result of Hurricane
Katrina.  Per the master servicer, all units are back on-line and
repairs have been completed.  As of March 2007, the property was
60% occupied.


GRANDE COMMS: Gets Required Consents to Issue $25 Mil. Sr. Notes
----------------------------------------------------------------
Grande Communications Holdings, Inc., received the consent of
holders of a majority of the aggregate principal amount of its 14%
senior secured notes due 2011 outstanding as of the close of
business on June 1, 2007, the record date for the consent
solicitation, to amend the indebtedness covenant of the Indenture
governing the terms of the senior secured notes to permit the
issuance of an aggregate principal amount of $25 million of
additional senior secured notes.  As a result, the consent
solicitation period expired at the close of business July 17,
2007, in accordance with the terms of the Consent Solicitation
Statement.

Requests for documents and other information related to the
consent solicitation may be directed to:

     Grande Communication Holdings
     Attention: Michael Wilfley
     401 Carlson Circle
     San Marcos, Texas 78666
     Telephone (512) 878-4000

Headquartered in San Marcos, Texas, Grande Communications Holdings
Inc. -- http://www.grandecom.com/-- is a communications company  
providing residential and business customers with high-speed
Internet, local and long-distance telephone and digital cable
services over a single network.

                           *     *     *

As reported in the Troubled Company Reporter on July 18, 2007,
Standard & Poor's Ratings Services affirmed its ratings on San
Marcos, Texas-based cable TV over-builder and communications
provider Grande Communications Holdings Inc., including the 'B-'
corporate credit rating, 'B-' secured note rating, and '4'
recovery rating.  The outlook is stable.


HANCOCK FABRICS: Court Extends Lease Rejection Deadline to Oct. 17
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted the request of Hancock Fabrics Inc. and its debtor-
affiliates for the extension of the deadline by which the Debtors
must assume or reject non-residential real property leases through
and including October 17, 2007.

As of March 21, 2007, the Debtors were party to approximately
438 leases of non-residential real property.  The Debtors also
rejected 11 leases.

Thomas F. Driscoll III, Esq., at Morris, Nichols, Arsht & Tunnell
LLP, in Wilmington, Delaware, related that since March 21, 2007,
the Debtors have rejected an additional 16 leases, and one
lease has expired by its own terms.  Thus, he says, the Debtors
are currently party to 411 unexpired leases.

Mr. Driscoll added that the Debtors are in the process of
marketing 120 of the leases.  In addition, the Debtors are
evaluating whether to undertake going-out-of-business or lease
sales at additional locations.

The Debtors seek to maximize the value of their estates for the
benefit of their stakeholders.  To date, the Debtors have focused
their primary efforts on the tasks and disposition of the Sale
Leases.

Pursuant to Section 365(d)(4)(A) of the Bankruptcy Code, the
current deadline for the Debtors to assume or reject the leases
is July 19, 2007.

The requested extension will allow the Debtors time to evaluate
the leases in the context of a business plan, as well as a longer
term plan to emerge from their cases and to maximize value for
the benefit of their estates and stakeholders, Mr. Driscoll
maintained.

                     About Hancock Fabrics

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

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

The Debtors exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 13,
http://bankrupt.com/newsstand/or 215/945-7000).


HANCOCK FABRICS: Court Approves Sale Amendment with Fauntleroy
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted the request of Hancock Fabrics Inc. and its debtor-
affiliates for the approval of a new lease agreement on the
property where Debtors' Store No. 1087 is located, and the
amendment of previously entered into sale agreements for the sale
of Debtors' property that is currently being operated as a parking
lot servicing Store No. 1087.

On Jan. 15, 1964, Fauntleroy Place, LLC, leased to the Debtors a
non-residential real property at 3922 SW Alaska Street, in
Seattle, Washington, which is the location of Debtors' Store No.
1087.  

Adjacent to this property is the property owned in fee simple by
the Debtors that is currently being operated as a parking lot
servicing Store No. 1087.  The Property and the Parking Lot are
currently separated by a publicly owned alley.

Thomas F. Driscoll III, Esq., at Morris, Nichols, Arsht & Tunnel,
LLP, in Wilmington, Delaware, recounted that for several years,
Fauntleroy Place has sought to redevelop the Property and the
Parking Lot, which project includes construction of four floors
of underground parking, a floor of retail, a floor that is part
retail and part residential, and above that four floors of
residential space.  The Project will be built on the combined
land of the Property, the Parking Lot and the Alley.

Mr. Driscoll related that the Debtors and Fauntleroy previously
entered into agreements for the sale of the Parking Lot to
Fauntleroy, including a January 2005 Real Estate Purchase and
Sale Agreement and an Amended and Restated Real Estate Purchase
and Sale Agreement, dated January 11, 2006, as amended by various
letter agreements.  Fauntleroy has also petitioned the local
government of Seattle regarding vacation of the Alley and
approval of the Project.

In conjunction with the Project, the new lease with Fauntleroy
would allow the Debtors to operate a store in the completed
Project.

In November 2006, the parties entered into a Sale Agreement,
which provides for the Debtors' sale of their Parking Lot to
Fauntleroy for $2,200,000.  As compensation to the Debtors for
the period during which they will not be able to operate Store
No. 1087 due to construction of the Project, Fauntleroy has
agreed to pay the Debtors $1,025,000, to be paid at closing.

The parties further amended the Sale Agreement to
provide that:

  (i) the closing will occur 30 days after Fauntleroy has
      obtained approval of the vacation of the Alley and
      issuance of permits for construction of the Project, such
      that closing will not occur later than August 28, 2007;
      and

(ii) the title company requires Court approval of the sale of
      the Parking Lot.

In connection with the Sale Agreement Amendment, the Debtors and
Fauntleroy negotiated a lease amendment, which grants the Debtors
rights to use the Parking Lot following its sale and prior to
termination of the Lease.  The Debtors will be responsible for
the maintenance of the Parking Lot.

Following the completion of the Project, the Debtors seek to rent
from Fauntleroy certain premises that are part of the Project for
the operation of the New Store.

The new lease shall contain the following terms:

  (a) The Debtors will lease premises containing approximately
      13,741 square feet after the completion of the Project.

  (b) The Existing Lease will terminate 90 days after the
      Debtors receive notice that Fauntleroy has received the
      necessary permits for construction of the Project.

  (c) Fauntleroy will commence the Project 10 days after the
      termination date of the Existing Lease.

  (d) Fauntleroy will construct and finish out the New
      Premises.

  (e) Fauntleroy will complete the Project and the Remodeling
      Work within 15 months of the commencement date, to be
      extended as needed, or else the Debtors may terminate the
      New Lease.

  (f) The term of the New Lease will commence on the first to
      occur of (i) the 30th day following completion of the
      Project and the Remodelling Work, or (ii) the day the
      Debtors open their store for business on the New
      Premises, and will continue for about 10 years.

  (g) The Debtors may extend the New Lease for four successive
      extended terms of five years each by giving Fauntleroy a
      written notice 120 days before the end of the original or
      applicable extended term.

  (h) The Debtors will pay $9,161 as gross monthly rent under
      the New Lease.

                      About Hancock Fabrics

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

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

The Debtors exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 13,
http://bankrupt.com/newsstand/or 215/945-7000).


HEALTH CARE: Offering $350 Million of Convertible Senior Notes
--------------------------------------------------------------
Health Care REIT Inc. is offering $350 million aggregate principal
amount of Convertible Senior Notes due 2027.  The notes will be
convertible into a combination of cash and Health Care REIT common
stock.  

In general, upon conversion, the holder of each note would receive
the conversion value of such note, cash up to the principal amount
of such note and Health Care REIT common stock for the note's
conversion value in excess of such principal amount.  

Health Care REIT is granting the underwriters a 30-day option to
purchase up to an additional $52.5 million of the Convertible
Senior Notes to cover over allotments. The notes will be
registered under Health Care REIT's existing shelf registration
statement on file with the Securities and Exchange Commission.

Health Care REIT intends to use the net proceeds from the offering
to invest in additional properties.  Pending such use, the
proceeds will be used to repay borrowings under Health Care REIT's
unsecured line of credit arrangements.

The joint-bookrunning managers for the offering are UBS Investment
Bank and Banc of America Securities LLC.

A copy of the preliminary prospectus supplement and related
prospectus relating to the proposed offering may be obtained by
contacting:

     UBS Investment Bank
     Prospectus Department
     299 Park Avenue
     New York, NY 10171

           or

     Banc of America Securities LLC
     Attention: Equity Capital Markets Operations
     100 West 33rd Street, 3rd Floor
     New York, NY 10001

                    About Health Care REIT Inc.

Headquartered in Toledo, Ohio, Health Care REIT Inc. (NYSE:HCN) -
http://www.hcreit.com/-- is a self-administered, equity real  
estate investment trust founded in 1970, that invests across the
full spectrum of senior housing and health care real estate,
including independent living/continuing care retirement
communities, assisted living facilities, skilled nursing
facilities, hospitals, long-term acute care hospitals and medical
office buildings.  The company also offers a full array of
property management and development services.  

                           *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Standard & Poor's Ratings Services revised its outlook on Health
Care REIT Inc. to positive from stable.  At the same time, S&P
affirmed senior unsecured debt ratings and the 'BB+' preferred
stock rating.


HORIZON LINES: Commences Offering for 9% and 11% Senior Notes
-------------------------------------------------------------
Horizon Lines Inc. commenced a tender offer for any and all of the
9% senior notes due 2012 (CUSIP No. 44043YAB8) of its subsidiaries
Horizon Lines LLC and Horizon Lines Holding Corp. and 11% senior
discount notes due 2013 (CUSIP No. 40422RAB2) of its subsidiary
H-Lines Finance Holding Corp.

About $197 million in aggregate principal amount of the senior
notes and $104 million aggregate principal amount at maturity of
the senior discount notes are currently outstanding.  In
conjunction with the tender offer, for each series of notes, the
company is soliciting the consent of the holders of a majority in
aggregate principal amount of the outstanding notes in such series
to eliminate substantially all of the restrictive covenants
contained in the indenture governing such notes.  The terms and
conditions of the tender offer and consent solicitation are set
forth in an Offer to purchase and consent solicitation statement
dated July 17, 2007.

Subject to certain conditions precedent described in the offer to
purchase, holders who validly tender notes and deliver consents at
or prior to 5 p.m., New York City time, on July 30, 2007, unless
extended, will be entitled to receive the total consideration,
which includes a consent payment of $30 per $1,000 principal
amount of notes.

Holders who validly tender and deliver notes after the consent
expiration but at or prior to 12 midnight, New York City time, on
Aug. 13, 2007, unless extended, will be entitled to receive the
tender consideration, which is equal to the total consideration
less the consent payment.

Assuming that all conditions to the tender offer have been
satisfied or waived, payment will be made promptly following the
company's acceptance of such tendered notes after the expiration
time, subject to the company's right to elect to accept for
purchase prior to the expiration time all notes tendered prior to
the consent expiration and purchase the notes promptly following
such acceptance.  Notes and related consents may be withdrawn
prior to the consent expiration.  After the consent expiration,
tendered notes and related consents may be withdrawn only under
certain limited circumstances.

The total consideration for each $1,000 principal amount of senior
notes validly tendered and not validly withdrawn prior to the
consent expiration will be an amount equal to:

     (i) the sum of:

             (a) the present value as of the applicable payment
                 date of $1,045 on Nov. 1, 2008; plus

             (b) the present value as of the applicable payment
                 date of each of the interest payments that is
                 scheduled to be paid on the senior notes from
                 the payment sate until the senior notes first
                 call date, in each case discounted on the basis
                 of the yield to the senior notes first call date
                 equal to (x) the bid-side yield on the 4.875%
                 U.S. Treasury Notes due Oct. 31, 2008, as
                 calculated by the dealer manager in accordance
                 with standard market practice, as of 2 p.m., New
                 York City time, on the second business day
                 immediately preceding the consent expiration,
                 plus (y) 50 basis points; minus

    (ii) accrued and unpaid interest from, and including, the
         most recent interest payment date to, but not including,
         the applicable payment date.  Senior notes accepted for
         payment will also receive accrued and unpaid interest up
         to, but excluding, the applicable payment date.

The total consideration for each $1,000 principal amount at
maturity of senior discount notes validly tendered and not validly
withdrawn prior to the Consent Expiration will be an amount equal
to the present value as of the applicable Payment Date of $1,055
on April 1, 2008, discounted on the basis of the yield to the
senior discount notes first call date equal to

     (a) the bid-side yield on the 4.625% U.S. Treasury Notes due      
         March 31, 2008, as calculated by the Dealer Manager in
         accordance with standard market practice, as of 2 p.m.,
         New York City time, on the second business day
         immediately preceding the Consent Expiration, plus

     (b) 50 basis points.

Subject to market conditions and other factors, the company
currently intends to finance the tender offer with a portion of
the proceeds from the sale of up to $300 million of its
convertible debt securities and the replacement of the company's
existing credit facility with a new credit facility consisting of
a $125 million term loan and a $200 million revolver.  

The offer to purchase and this notice is not an offer to sell or a
solicitation to buy any securities.  The company's obligation to
accept for purchase and to pay the total consideration or tender
consideration, as applicable, for each of the notes validly
tendered in the tender offer is subject to, and conditioned upon,
the satisfaction of or waiver of:

     (i) the completion and close of the new financing on terms
         and conditions satisfactory to the company, and receipt
         by the company of net proceeds from the new financing
         sufficient to repay the company's indebtedness under the
         existing credit facility and to purchase all notes
         pursuant to the offer;

    (ii) for each series of notes, the receipt of the requisite
         consents on or prior to the consent expiration from the
         holders of at least a majority in aggregate principal
         amount of the outstanding Notes in such series and the
         execution of the supplemental indenture relating to the
         senior notes by Horizon Lines LLC and Horizon Lines
         Holding Corp., each a wholly-owned subsidiary of the
         company, the guarantors and the trustee and the execution
         of the supplemental indenture relating to the senior
         discount notes by H-Lines Finance Holding Corp., a
         wholly-owned subsidiary of the company, and the trustee;
         and

   (iii) certain other customary conditions.

The tender offer is being made only pursuant to the offer to
purchase and related applicable letter of transmittal and consent
dated July 17, 2007.

The company has retained Goldman, Sachs & Co. to serve as the
exclusive dealer manager and solicitation agent for the tender
offer and D.F. King & Co., Inc. to serve as the information agent.
Requests for documents may be directed to D.F. King & Co., Inc. by
telephone at 800-714-3313 (toll-free).  Questions regarding the
tender offer and consent solicitation may be directed to Goldman,
Sachs & Co. at 800-828-3182 (toll-free) or 212-357-0775.

                        About Horizon Lines

Headquartered in Charlotte, North Carolina, Horizon Lines Inc.
(NYSE: HRZ) -- http://www.horizonlines.com/-- is a Jones Act   
container shipping and integrated logistics company and is the
parent company of Horizon Lines Holding Corp. and Horizon Lines
LLC.  The company accounts for approximately 37% of total U.S.
marine container shipments from the continental U.S. to the three
non-contiguous Jones Act markets -- Alaska, Hawaii, and Puerto
Rico, and to Guam.

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Horizon Lines Inc. to 'BB-' from 'B'.  The rating on the
bank loan was raised from to 'BB' from 'B+'; the recovery rating
remains '2', indicating expectations of substantial (70%-90%)
recovery in the event of a payment default.  The rating on the
senior unsecured notes was raised to 'B' from 'CCC+'.  The outlook
is now stable.


INDYMAC INDX: Moody's Reviews Ba2 Ratings on Two Tranches
---------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade two tranches from two deals issued by IndyMac INDX
Mortgage Loan Trust in 2006.  The collateral backing these classes
consists of primarily first lien, fixed and adjustable-rate, Alt-A
mortgage loans.

The ratings were placed under review for downgrade based on higher
than anticipated rates of delinquency in the underlying collateral
compared to current credit enhancement levels.

Complete rating actions are:

Issuer: IndyMac INDX Mortgage Loan Trust

-- Series 2006-AR15, Class M-11, current rating Ba2, under review
    for possible downgrade

-- Series 2006-AR21, Class M-11, current rating Ba2, under review
    for possible downgrade


INTEGRATED HEALTHCARE: Appoints Retired Judge Jameson as Director
-----------------------------------------------------------------
Integrated Healthcare Holdings Inc. reported that the Hon. C.
Robert Jameson, Ret'd., has been appointed to fill a vacant seat
on its Board of Directors.

Judge Jameson was appointed at the request of IHHI's management to
break a deadlock on IHHI's board.  The deadlock previously stalled
IHHI's efforts to refinance its debt.  Judge Jameson will serve in
the capacity as a Court-appointed provisional director until a
lawsuit filed by IHHI against, among others, IHHI director Anil V.
Shah and Orange County Physicians Investment Network, IHHI's
former majority shareholder, is concluded.

Before leaving the bench, Judge Jameson served as Presiding Judge
of the Orange County Superior Court, Presiding Judge of the
Court's Appellate Division and Supervising Judge of Court's
Complex Civil Litigation Panel.  He was named "Judge of the Year"
by numerous organizations including ABOTA, Consumer Attorneys of
California, the Orange County Bar Association Business Litigation
Section and the Orange County Trial Lawyers.

IHHI sued Shah and OCPIN last May for breach of fiduciary duty,
among other things.  IHHI's lawsuit contends that Shah and OCPIN
held up the critically needed refinancing to force IHHI to make
disputed lease payments to a third company owned by an OCPIN
affiliate and others.  Judge Gregory H. Lewis of the Orange County
Superior Court appointed Jameson after rejecting a competing
request by Shah and OCPIN to force IHHI's management to call a
special shareholders' meeting.  Shah and OCPIN wanted the special
shareholders' meeting to elect their own director.  Shah and OCPIN
opposed Judge Lewis' appointment of a provisional director.

In denying Shah and OCPIN's request, and in appointing Judge
Jameson to serve as a "verifiably independent" provisional
director, Judge Lewis explained he was acting as "the conscience
of the community" to ensure continued operation of four Orange
County hospitals owned and operated by IHHI.

"Judge Lewis acted courageously," remarked IHHI attorney David A.
Robinson of the Irvine-based Enterprise Counsel Group.  "Although
acknowledging the law normally would entitle Shah and OCPIN to
hold a meeting to elect their own director, Judge Lewis recognized
the conflicting financial interests at work and acted to prevent a
potential public healthcare disaster.  He agreed with IHHI's
management that IHHI's Board should be controlled by individuals
with only the interests of four hospitals and the public they
serve in mind."

"This is precisely the result we were looking for when we filed
the lawsuit against Shah and OCPIN," said IHHI's President Larry
Anderson.  "Shah's self-serving tactics have put four hospitals at
risk.  They have caused IHHI to default on its existing loan

obligations.  We look to Judge Jameson to work with IHHI's other
independent board members to implement steps necessary to ensure
IHHI's future stability and success".

Per IHHI chief executive officer, Bruce Mogel: "We praise the
judge's courage in standing up for healthcare in Orange County.  
This decision will provide much needed stability benefiting the
healthcare delivery system in Orange County and surrounding
areas."

                 About Integrated Healthcare

Integrated Healthcare Holdings Inc. owns and operates four
hospitals in Orange County, California, with a total of 770 beds,
2787 employees, and 1725 active physicians.  The company's four
hospitals operate approximately 12% of the beds in Orange County
and include Western Medical Center Santa Ana, Western Medical
Center Anaheim, Coastal Communities Hospital and Chapman Medical
Center.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $127,155,023 and total debts of $173,115,565, resulting in a
stockholders' deficit of $45,960,542.


ION MEDIA: Extends Exchange Offer to July 27
--------------------------------------------
ION Media Networks Inc. disclosed that since less than 50% of the
outstanding shares of each of its 13-1/4% Cumulative Junior
Exchangeable Preferred Stock, currently accruing dividends at the
rate of 14-1/4% and 9-3/4% Series A Convertible Preferred Stock
was tendered into the exchange offer and consent solicitation that
the company launched on June 8, 2007, holders will receive the
these consideration in the Exchange Offer:

   -- for each tendered share of 14-1/4% Preferred Stock, the
      holder will receive $7,500 principal amount of 11% Series A
      Mandatorily Convertible Senior Subordinated Notes due 2013           
      and $500 initial liquidation preference of 12% Series B
      Mandatorily Convertible Preferred Stock, which will rank
      junior to any unexchanged Senior Preferred Stock; and

   -- for each tendered share of 9_% Preferred Stock, the holder
      will receive $4,500 principal amount of Series A Notes and
      $500 initial liquidation preference of Series B Convertible
      Preferred Stock.

The company has extended the Exchange Offer, which will now expire
at 12:00 midnight, New York City time, Friday, July 27, 2007,
unless extended or terminated.  

As of 11:59 P.M., New York City time, on July 13, 2007,
approximately 14,409 shares, representing approximately 25.3% of
the outstanding shares, of 14-1/4% Preferred Stock and
1,774 shares, representing approximately 10.6% of the outstanding
shares, of 9-3/4% Preferred Stock have been tendered in the
Exchange Offer.

Withdrawal rights will continue to apply during this extension of
the Exchange Offer, permitting holders who do not wish to receive
the Minority Exchange Consideration to withdraw their previously
tendered shares and revoke their consents.

Holders will be required to consent to the proposed amendments to
the certificates of designation governing the Senior Preferred
Stock in order to validly tender their shares in the Exchange
Offer.  If, at the expiration of the Exchange Offer, a majority of
shares of either series of Senior Preferred Stock have been
tendered, holders of such series will still receive the Minority
Exchange Consideration, although the proposed amendments will
become effective with respect to such series.

In actions filed by certain holders of the 14-1/4% Preferred Stock
and the 9-3/4% Preferred Stock, the Court of Chancery of the State
of Delaware in and for New Castle County denied the plaintiffs'
motion to enjoin the Exchange Offer.  On July 12, 2007, the
plaintiffs sought permission to appeal the denial of their motion
and are seeking to enjoin the Exchange Offer pending the appeal.

The company will include in the amended Exchange Offer documents
additional information about CIG Media LLC as a co-bidder in the
Exchange Offer.  No other terms of the Exchange Offer have
changed.

Stockholders may obtain a free copy of the Offer to Exchange dated
June 8, 2007, and the Letter of Transmittal and Consent by
contacting D.F. King & Co., Inc., the information agent for the
Exchange Offer, at (800) 431-9643.

                          About ION Media

Headquartered in West Palm Beach, Florida, ION Media Networks Inc.  
(AMEX: ION) -- http://www.ionmedia.tv/-- owns and operates a  
broadcast television station group and ION Television, reaching
over 90 million U.S. television households via its nationwide
broadcast television, cable and satellite distribution systems.  
ION Television currently features popular television series and
movies from the award-winning libraries of Warner Bros., Sony
Pictures Television, CBS Television and NBC Universal.  In
addition, the network has partnered with RHI Entertainment, which
owns over 4,000 hours of acclaimed television content, to provide
high-quality primetime programming beginning July 2007.  

ION Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

As reported in the Troubled Company Reporter on July 10, 2007, Ion
Media Networks Inc.'s balance sheet at March 31, 2007, showed
$1.05 billion in total assets, $2.07 billion in total liabilities,
$881.1 million in mandatorily redeemable and convertible preferred
stock, and $6.9 million in contingent class B common stock and
stock option purchase obligations, resulting in a $1.9 billion
total stockholders' deficit.

                           *     *     *

As reported in the Troubled Company Reporter on May 9, 2007,
Standard & Poor's Ratings Services placed its ratings on Ion Media
Networks Inc., including the 'CCC+' corporate credit rating, on
creditwatch with developing implications.  The creditwatch
placement follows Ion's announcement that it entered into an
agreement with Citadel Investment Group LLC and NBC Universal Inc.
for a comprehensive recapitalization of Ion.


IPSCO INC: Gets Requisite Consents for 8-3/4% Sr. Notes Offering
----------------------------------------------------------------
IPSCO Inc. disclosed that as of 5:00 p.m., New York City time,
approximately $142.6 million aggregate principal amount of Notes,
or approximately 99.15%, were validly tendered for its cash tender
offer and related consent solicitation for any and all of its
outstanding 8-3/4% Senior Notes due 2013.

IPSCO Inc. has accepted for payment all Notes validly tendered and
not validly withdrawn pursuant to the tender offer.

J.P. Morgan Securities Inc. served as the Dealer Manager and
Solicitation Agent and Global Bondholder Services Corporation
served as the Information Agent and Depositary for the tender
offer and consent solicitation.

Located at Regina, Saskatchewan, IPSCO Inc. (NYSE/TSX: IPS) --
http://www.ipsco.com/-- produces energy tubulars and steel plate  
in North America.  IPSCO operates four steel mills, eleven pipe
mills, and scrap processing centers and product finishing
facilities in 25 geographic locations across the United States and
Canada.  The company's pipe mills produce a wide range of seamless
and welded energy tubular products including oil & gas well
casing, tubing, line pipe and large diameter transmission pipe.
Additionally, IPSCO provides premium connections for oil and gas
drilling and production.


IPSCO INC: Canadian Competition Bureau OKs Plan of Arrangement
--------------------------------------------------------------
IPSCO Inc. and SSAB Svenskt Stal AB have obtained the approval
from the Canadian Minister of Industry under the Investment Canada
Act.  The companies have obtained clearance from the Canadian
Competition Bureau in connection with the Plan of Arrangement
pursuant to which SSAB Canada Inc., a subsidiary of SSAB Svenskt,
would acquire all of the outstanding shares of IPSCO for $160 per
share.

The completion of the Arrangement remains subject to shareholder
approval on July 16, 2007, approval of the Ontario Superior Court
of Justice on July 17, 2007, and the satisfaction of certain other
conditions.  IPSCO and SSAB expect the transaction to be completed
on July 18, 2007.

                         About SSAB

SSAB Svenskt Stal AB - http://www.ssab.com/-- is a Swedish based  
publicly traded corporation with a European position in Quenched &
Tempered heavy plate and EHS/UHS steel sheet.  The Group comprises
four divisions: Division Sheet and Division Heavy Plate are the
steel operations, Plannja is a processing company in building
products, and Tibnor is the Group's trading arm supplying a broad
product range of steel and metals.  SSAB has 8,800 employees and
has operations or offices in over 40 countries and a worldwide
sales presence.

                         About IPSCO

Located at Regina, Saskatchewan, IPSCO Inc. (NYSE/TSX: IPS) --
http://www.ipsco.com/-- produces energy tubulars and steel plate  
in North America.  IPSCO operates four steel mills, eleven pipe
mills, and scrap processing centers and product finishing
facilities in 25 geographic locations across the United States and
Canada.  The company's pipe mills produce a wide range of seamless
and welded energy tubular products including oil & gas well
casing, tubing, line pipe and large diameter transmission pipe.
Additionally, IPSCO provides premium connections for oil and gas
drilling and production.


JEFFREY MORAN: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jeffrey T. Moran
        2583 Kimmeridge Drive
        East Point, GA 30344

Bankruptcy Case No.: 07-70518

Chapter 11 Petition Date: July 2, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Evan M. Altman, Esq.
                  Building 2-Northridge 400
                  8325 Dunwoody Place
                  Atlanta, GA 30350
                  Tel: (770) 394-6466

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Brent Scarbrough & Co.                                $674,730
155 Robinson Drive
Fayetteville, GA 30214

F.W. Newton                                           $179,163
Suite 300,
4555 Mansell Road
Alpharetta, GA 30022

A.P.A.C.-Southeast, Inc.                              $173,574
Suite 700,
900 Ashwood Parkway
Atlanta, GA 30338

Christopher C. Mingledorff,                           $119,005
Esq.

Development Site Services,                             $17,263
Inc.

Internal Revenue Service                               $17,000

Erosion Control Products                                $9,100

Home Depot                                              $8,130

Crawford Grading & Pipeline                             $8,013

Clements Fence Co., Inc.                                $4,000

James C. Roberts                                        $3,900

Covenant Contracting, Inc.                              $2,095

Greystone Power Corp.                                   $1,707

Seiler & Associates, Inc.                                 $708

Pollard Construction Disposal                             $300

Filter Right, Inc.                                        $175


JOHN SIMS: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor:  John Joel (Joe) Sims
         Kristi Kay Sims
         3828 Whiffletree Court
         Plano, TX 75023

Bankruptcy Case No.: 07-41561
    
Chapter 11 Petition Date: July 17, 2007

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Marc W. Taubenfeld, Esq.
                  McGuire, Craddock & Strother, P.C.
                  3550 Lincoln Plaza
                  500 North Akard
                  Dallas, TX 75201
                  Tel: (214) 954-6800
                  Fax: (214) 954-6868

Estimated Assets: $100,000 to $ 1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Internal Revenue Science       2002 1040                $135,388
Special Procedures -
Insolvency
P.O. Box 21126
Philadelphia, PA 19114

Internal Revenue Service       Personal Guaranty         $92,242
Special Procedures -
Insolvency
P.O. Box 21126
Philadelphia, PA 19114

Internal Revenue Science       2001 1040                 $83,835
Special Procedures -
Insolvency
P.O. Box 21126
Philadelphia, PA 19114

Chase Manhattan Bank           (8) Credit Cards         $72,715

Internal Revenue Science       2003 1040                $69,560

Internal Revenue Science       2005 1040                $65,672

Sallie Mae Servicing           Student Loans            $46,911

Internal Revenue Servicing     2004 1040                $32,199

Waters Secure Trust            Personal Loan             31,000

Citi                           Credit Card              $27,245

MBNA - Bank of America         (3) Credit Cards         $27,074

Wells Fargo Business Line      Personal Guaranty        $25,916

American Express Business      Personal Guaranty        $12,400

American Express               Credit Card              $11,452

Legacy Bank                    Personal Guaranty        $10,000

Fidelity Investments           Credit Card               $8,528

Discover Card - Platinum       Credit Card               $5,713

North Dallas Bank & Trust      Purchase Money Secur      $5,261

Sheri Landman                  Personal Loan             $5,000


JON BOUMA: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jon William Bouma
        834 Coachway
        Annapolis, MD 21401

Bankruptcy Case No.: 07-16330

Chapter 11 Petition Date: July 11, 2007

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Richard H. Gins, Esq.
                  3 Bethesda Metro Center, Suite 530
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Citi Mastercard                                        $11,500
Box 183063
Columbus, OH 43218

Chase Visa                                             $10,300
Box 15153
Wilmington, DE 19886

P.N.C. Bank (Ready Line)                               $10,000
Box 15153
Wilmington, DE 19886

Bank of America                                         $9,700

Discover                                                $6,800

Chase Mastercard                                        $4,700

P.N.C. Bank                                             $4,000

Aspire Visa                                             $2,950

Capital One Visa                                        $2,500

Dell                                                    $1,430

SunTrust Visa                                             $900

Sears                                                     $100


JON HOHMAN: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jon C. Hohman
        Barbara J. Hohman
        W9058 Forest Ridge Drive
        P.O. Box 2607
        Appleton, WI 54912-2607

Bankruptcy Case No.: 07-25299

Chapter 11 Petition Date: July 11, 2007

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Paul G. Swanson, Esq.
                  Steinhilber, Swanson, Mares, Marone & McDermott
                  107 Church Avenue
                  P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: (920) 426-0456

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Community Bank & Trust      lots                      $600,000
604 North 8th Street
P.O. Box 1409
Sheboygan, WI 53082-1409

Key Bank                    yacht                     $227,998
P.O. Box 6410
The Lakes, NV 88901-6410

Fox Cities Credit Union     business debt              $98,078
3401 East Calumet Street    and/or possible
Appleton, WI 54915          personal guaranty

Wynn's Extended Care        business debt              $90,568
                            and/or possible
                            personal guaranty

Outagamie County            parcel                     $47,353
Treasurer

Bank of America             credit card                $41,486
                            charges

Horicon State Bank          loan                       $38,067

Baylake Bank                loan                       $35,000

Chase                       credit card                $25,046
                            charges

Creditors Exchange          business debt              $21,533
                            and/or possible
                            personal guaranty

C-Chip Technologies Corp.   business debt              $18,030
                            and/or possible
                            personal guaranty

Associated Bank             credit card                $16,514
                            charges

Johnson Gunderson           goods and/or               $15,163
                            services

Michael A. Daury            settlement                 $10,000

W.E. Energy                 goods and/or                $9,825
                            services

Wells Fargo Financial       business debt               $9,651
Leasing, Inc.               and/or possible
                            personal guaranty

American Express            credit card                 $8,410
                            charges

Office Depot                business debt               $7,755
                            and/or possible
                            personal guaranty


JORDYN HOLDINGS: Creditors' Panel Taps Stichter Riedel as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Jordyn
Holdings IV LLC's Chapter 11 case seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida, to employ
Stichter Riedel Blain and Prosser PA as its counsel.

Stichter Riedel will:
   
   a) provide legal advise to the Committee on its powers and
      duties in this case;

   b) provide legal advise to the Committee on Debtor's proposed
      sale of its assets and properties;

   c) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtor, the disposition of the Debtor's assets and any other
      matter relevant to the case or to the formulation of a plan
      of reorganization;

   d) participate in the formulation of a plan of reorganization;

   e) assist and advise the Committee in its examination and
      analysis of the Debtor's affairs and causes of its
      insolvency;
   
   f) assist and advise the committee with regards to its
      communications with the general creditor body regarding the
      committee's recommendations on any proposed plan of
      reorganization;
   
   g) assist the committee in reviewing and enforcing all of its
      rights under Section 1103(c) of the Bankruptcy Code;

   h) review and analyze all applications, orders, financial
      information, budgets, statements of operations, and
      schedules and statement of financial affairs filed with the
      Court or provided to the committee or other third parties
      and advise the Committee as to their propriety, and , after
      approval by the committee, object or consent thereto on its
      behalf;

   i) confer with the Debtor's management and counsel;
   
   j) attend the meetings of the Committee;
   
   k) prepare and file appropriate pleadings on behalf of the   
      committee; and
   
   l) perform other legal services in relation to the Chapter 11
      proceeding.

Documents submitted to the court did not include the hourly
compensation of the firm's professionals.

Edward J. Peterson III, Esq., an attorney at Stichter Riedel,
assures the Court that his firm is "disinterested" as that term is
defined in the Bankruptcy Code Section 101(14).

Mr. Peterson can be reached at:

     Edward J. Peterson III, Esq.
     Stichter Riedel Blain and Prosser PA
     Suite 200, 110 East Madison Street
     Tampa, FLA 33602
     Tel: (813) 229-0144
     Fax: (813) 229-1811

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.  In its schedules of assets and
liabilities, the Debtor listed total assets of $56,390,000, and
total liabilities of $23,841,627.


JP MORGAN: Fitch Affirms Low-B Ratings on Five Loan Classes
-----------------------------------------------------------
Fitch Ratings has upgraded JP Morgan Commercial Mortgage 2003-PM1
as:

  -- $27.5 million class D to 'AAA' from 'AA+';
  -- $13 million class E to 'AA+' from 'AA';
  -- $15.9 million class F to 'AA-' from 'A+'.

In addition, Fitch has affirmed these classes:

  -- $10.8 million class A-1 at 'AAA';
  -- $340.1 million class A1A at 'AAA';
  -- $114.4 million class A-2 at 'AAA';
  -- $82.6 million class A-3 at 'AAA';
  -- $282 million class A-4 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $33.2 million class B at 'AAA';
  -- $13 million class C at 'AAA';
  -- $13 million class G at 'A';
  -- $18.8 million class H at 'BBB+';
  -- $15.9 million class J at 'BBB-';
  -- $7.2 million class K at 'BB+';
  -- $8.7 million class L at 'BB';
  -- $7.2 million class M at 'B+';
  -- $4.3 million class N at 'B';
  -- $2.9 million class P at 'B-'.

Fitch does not rate the $20.2 million class NR certificates.

The upgrades reflect the increased credit enhancement levels from
additional defeasance of one loan (5.7%), prepayment of one loan
as well as scheduled amortization since Fitch's last rating
action.  As of the July 2007 distribution date, the pool's
aggregate certificate balance has decreased 10.7% to $1.03 billion
from $1.16 billion at issuance.  Fourteen loans (21.8%), including
the largest two loans in the transaction (12.8%), have defeased
since issuance.

Currently, there is one loan (0.6%) in special servicing that is
secured by a multifamily property located in Fort Worth, Texas and
remains current.  The loan was transferred to the special servicer
due to major deferred maintenance.  A receiver has taken over the
property and is now in the process determining the condition of
the property.


KENDLE INT'L: Closes $175 Million Senior Notes Public Offering
--------------------------------------------------------------
Kendle International Inc. closed its underwritten public offering
of $175 million aggregate principal amount of 3.375% Convertible
Senior Notes due 2012, well as the closing of an additional
$25 million aggregate principal amount of notes in connection with
the underwriter's exercise in full of its over-allotment option.

The notes pay interest semiannually at a rate of 3.375% per annum.  
The notes are convertible, subject to certain limitations, at the
holder's option, at an initial conversion rate of 20.9585 shares
of common stock per $1,000 principal amount of notes, or an
initial conversion price of approximately $47.71 per share of
common stock, subject to adjustment upon the occurrence of certain
events.

The initial conversion price represents a conversion premium of
32.5% over the closing sale price of the company's common stock on
July 10, 2007, which was $36.01 per share.  Upon conversion,
holders will receive cash up to the principal amount of the notes
to be converted, and any excess conversion value will be delivered
in shares of the company's common stock.

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

In connection with the offering, Kendle entered into convertible
note hedge transactions with certain dealers.  These transactions
are intended to reduce the potential dilution to the company's
shareholders upon any future conversion of the notes.  

The company also entered into warrant transactions concurrently
with the offering, pursuant to which it sold warrants to purchase
Kendle common stock to the same dealers that entered into the
convertible note hedge transactions.  

The convertible note hedge and warrant transactions generally have
the effect of increasing the conversion price of the convertible
notes to approximately $61.22 per share of Kendle common stock,
representing approximately a 70% premium based on the closing
sales price as reported on The Nasdaq Global Market on July 10,
2007, of $36.01 per share.

Kendle estimates net proceeds from the sale of the notes of
approximately $193.6 million after deducting the underwriter's
discounts and commissions and estimated expenses of the offering
payable by Kendle.  In addition, Kendle used approximately
$18.2 million of the net proceeds of the offering to pay the net
cost of the convertible note hedge transactions and the warrant
transactions.

Kendle is required to pay at least 75% of the net proceeds,
approximately $146 million of this offering toward repayment of
amounts owed under the term loan under its credit agreement.

Kendle intends to use the remaining net proceeds from this
offering for other general corporate purposes, which may include
repayment of other indebtedness, working capital and acquisitions
or investments in businesses, products or technologies that are
complementary to those of Kendle.

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

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

                  About Kendle International Inc.

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

                           *     *     *

On July 3, 2007, Moody's Investors Services assigned B1 long-term
corporate family rating, B1 bank loan debt, and B2 probability of
default rating to Kendle International Inc.  The outlook is
stable.

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


KENNETH SIPSMA: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kenneth R. Sipsma
        5379 Mariners Cove Drive, Unit 507
        Madison, WI 53704

Bankruptcy Case No.: 07-12486

Chapter 11 Petition Date: June 28, 2007

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Claire Ann Resop, Esq.
                  Brennan, Steil & Basting, S.C.
                  22 East Mifflin Street, Suite 400
                  P.O. Box 990
                  Madison, WI 53701-0990
                  Tel: (608) 251-7770
                  Fax: (608) 251-6626

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Bank of America             credit card                $50,242
P.O. Box 15726              purchases
Wilmington, DE 19886-5726

Mariner's Cove at           possible                   $34,000
Lighthouse Bay              condominium
5371 Mariner's Cove Drive   assessments
Madison, WI 53704

I.R.S.                      income taxes               $25,000
S.B.S.E.: Insolvency
S.T.O.P. 5301 M.I.L.
211 West Wisconsin Avenue
P.O. Box 3205
Milwaukee, WI 53203-3205

W.I. Dept. of Revenue       2005-2006 income           $12,000
                            taxes

American Express            credit card                $10,482
                            purchases

Macy's                      credit card                 $4,086
                            purchases

Chase                       credit card                 $3,316
                            purchases

Citifinancial Retail        credit card                 $2,039
Services                    purchases

Action Legal Copy Service   copying services            $1,330

G.E. Money Bank             Kinetico Water                $632
                            Softener

Neiman Marcus               credit card                   $422
                            purchases

Capital One Bank            credit card                   $304
                            Purchases


KING PHARMA: Sells Rochester Facility to JHP for $90 Million
------------------------------------------------------------
King Pharmaceuticals Inc. has signed an asset purchase agreement
with JHP Pharmaceuticals LLC, pursuant to which JHP will acquire
King's sterile manufacturing facility in Rochester, Michigan, some
of King's legacy products that are manufactured there, and the
related contract manufacturing business.  Under the terms of the
asset purchase agreement, JHP will pay King approximately
$90 million, subject to final inventory adjustments.

The agreement is subject to customary regulatory approvals,
including antitrust review under the Hart-Scott-Rodino Antitrust
Improvements Act.  The companies expect to close the transaction
during the third quarter of 2007.

The companies also entered into a manufacturing and supply
agreement pursuant to which JHP will provide certain fill and
finish support with respect to King's hemostatic product,
Thrombin-JMI(R).

"This transaction represents the continued successful execution of
our strategy for long-term growth, particularly with respect to
the realization of greater operating efficiency for our company,"
Eric J. Bruce, chief technical operations officer of King, stated.

"Importantly, this transaction will enable us to redeploy our
current investments in these assets to our ongoing R&D and
business development initiatives."  Mr. Bruce added.  "We fully
expect JHP will make a solid partner in support of our Thrombin-
JMI(R) business."

"JHP is delighted to secure these cornerstone assets for our
planned business in the U.S. Peter Jenkins, co-founder of JHP,
said.  The acquired products will provide immediate critical mass
in our target hospitals and clinic market and we are confident in
the opportunity to build the contract manufacturing business at
Rochester."

"This transaction defines the immediate future for the Rochester
facility and we expect to be an excellent partner for King with
regard to the Thrombin-JMI(R) activities that will remain at the
site," Stuart Hinchen, the other co-founder of JHP, commented.

King's 2006 net sales for the legacy products included in the
agreement totaled approximately $51 million.  Net revenue from
contract manufacturing at the facility totaled approximately
$14 million during 2006.  The agreement does not include King's
new Bicillin(R) manufacturing and production facility that is also
located in Rochester, Michigan.

King's current total net book value of the assets which are the
subject of this transaction, including inventory, is approximately
$151 million.  Accordingly, King expects to incur a special charge
in the amount of approximately $60 million on closing the
transaction.  King incurred a net operating loss of approximately
$1 million with respect to these assets in 2006.

JHP expects to offer employment to all current employees at the
Rochester manufacturing facility.

The legacy branded pharmaceutical products included in the
agreement are:
   
   a) Adrenalin(R) (epinephrine injection)

   b) Aplisol(R) (Tuberculin Purified Protein Derivative,    
      Diluted(Stabilized Solution))

   c) Brevital(R) (methohexital sodium)

   d) Delestrogen(R) (estradiol valerate injection

   e) Ketelar(R) (ketamine hydrochloride injection)

   f) Pitocin(R) (oxytocin injection)

   g) Pitressin(R) (vasopressin injection)

   h) Tigan(R) vial (trimethobenzamide hydrochloride injection)

   i) Triostat(R) (liothyronine sodium injection)

   j) Coly-Mycin(R) M (sterile colistimethate sodium)

   k) Coly-Mycin(R) S (colistin sulfate-neomycin sulfate-
      thonzonium bromide-hydrocortisone acetate otic suspension)

   l) Cortisporin(R)-TC (colistin sulfate-neomycin sulfate-
      thonzonium bromide-hydrocortisone acetate otic suspension)

                   About JHP Pharmaceuticals LLC

Headquartered in New Jersey, JHP Pharmaceuticals LLC plans to
become a significant marketer of hospital and clinic based
pharmaceuticals in the US, well as a quality contract manufacturer
of aseptically manufactured pharmaceuticals with an emphasis on
biologic based products.  JHP is a private company founded by
Peter Jenkins and Stuart Hinchen, whose shareholders upon closing
of this transaction will include Morgan Stanley Principal
Investments in addition to Messrs Jenkins and Hinchen.

                    About King Pharmaceuticals

Headquartered in Bristol, Tennessee, King Pharmaceuticals Inc.
(NYSE: KG) - http://www.kingpharm.com/-- is a vertically  
integrated branded pharmaceutical company.  King seeks to
capitalize on opportunities in the pharmaceutical industry through
the development, including through in-licensing arrangements and
acquisitions, of novel branded prescription pharmaceutical
products in attractive markets and the strategic acquisition of
branded products that can benefit from focused promotion and
marketing and life-cycle management.

                           *     *     *

As reported in the Troubled Company Reporter on April 27, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
King Pharmaceuticals Inc. to stable from negative.  At the same
time, Standard & Poor's affirmed its 'BB' corporate credit rating.


KONSTANTINO KOURIS: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Konstantino Kouris
        7481 Crystal Caver Drive
        Las Vegas, NV 89117

Bankruptcy Case No.: 07-14327

Chapter 11 Petition Date: July 17, 2007

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Jeffery A. Cogan, Esq.
                  Jeffery A. Cogan, Chtd.
                  333 No Rancho Drive, Suite 825
                  Las Vegas, NV 89106
                  Tel: (702) 474-4220
                  Fax: (702) 474-4228

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Countrywide Home Loan            7481 Crystal Caver     $1,032,121
400 Countrywide Way              Drive, Las Vegas, NV
Simi Valley, CA 93065

Countrywide                      7481 Crystal Caver       $578,659
450 American Street              Drive, Las Vegas, NV
Simi Valley, CA 93065

GMAC Mortgage                    7481 Crystal Caver       $530,679
3451 Hammond Avenue              Drive, Las Vegas, NV
P.O. Box 780
Waterloo, IA 50702

Marshall & Ilsley                Crystal Caver Drive      $499,431
770 North Water Street
Milwaukee, WI 53202

OCWEN Loan                       Crystal Caver Drive      $367,935
1675 Palm Beach Lakes Boulevard
West Palm Beach, FL 33401

Saxon Mortgage                   Crystal Caver Drive      $276,930
2700 Airport Freeway
Fort Worth, TX 76111

Home Loan Services               Crystal Caver Drive      $150,977

Homecoming Funding               Crystal Caver Drive       $72,720

Alliant Credit Union                                       $45,794

United Air ECU                                             $31,660

Chrysler Financial                                         $19,931

HSBC NV                          Revolving Credit           $2,079

GEMB/JCP                         Credit Card                $1,780

Capital One Bank                 Credit Card                  $218

American Express                 Credit Card                   $17


LB COMMERCIAL: S&P Preliminary Rates $8.084MM Class S Certs. at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB Commercial Mortgage Trust 2007-C3's $3.23 billion
commercial mortgage pass-through certificates series 2007-C3.
     
The preliminary ratings are based on information as of July 17,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans.  Standard &
Poor's Ratings Services' analysis determined that, on a weighted
average basis, the pool has a debt service coverage of 1.37x, a
beginning LTV of 104.5%, and an ending LTV of 102.9%.
    
    
                Preliminary Ratings Assigned
            LB Commercial Mortgage Trust 2007-C3
   
                                             Recommended
   Class       Rating          Amount      credit Support
   -----       ------          ------      --------------
  A-1         AAA            $8,000,000      30.000%
  A-2         AAA          $430,000,000      30.000%
  A-3         AAA           $71,000,000      30.000%
  A-AB        AAA           $21,700,000      30.000%
  A-4         AAA          $838,338,000      30.000%
  A-1A        AAA          $894,617,000      30.000%
  A-M         AAA          $323,379,000      20.000%
  A-J         AAA          $266,789,000      11.750%
  B           AA+           $32,338,000      10.750%
  C           AA            $32,338,000       9.750%
  D           AA-           $28,295,000       8.875%
  E           A+            $24,254,000       8.125%
  F           A             $28,296,000       7.250%
  X*          AAA        $3,233,794,172**       N/A
  A-2FL***    TBD                   TBD         TBD
  A-3FL***    TBD                   TBD         TBD
  A-ABFL***   TBD                   TBD         TBD
  A-4FL***    TBD                   TBD         TBD
  A-MFL***    TBD                   TBD         TBD
  A-JFL***    TBD                   TBD         TBD
  G           A-            $40,422,000       6.000%
  H           BBB+          $36,380,000       4.875%
  J           BBB           $28,296,000       4.000%
  K           BBB-          $32,338,000       3.000%
  L           BB+           $20,211,000       2.375%
  M           BB            $12,127,000       2.000%
  N           BB-            $4,042,000       1.875%
  P           B+             $8,085,000       1.625%
  Q           B              $8,084,000       1.375%
  S           B-             $8,084,000       1.125%
  T           NR            $36,381,172       0.000%

                  * Interest-only class.
                   ** Notional amount.
                *** Floating rate class.
                  N/A - Not applicable.
                    NR - Not rated.


LE GOURMET: General Unsecured Creditors to Receive up to 15%
------------------------------------------------------------
The Honorable Donald H. Steckroth of the United States Bankruptcy
Court for the District of New Jersey confirmed Le Gourmet Chef
Inc., aka Houseware Stores Inc.'s, Amended Chapter 11 Plan of
Liquidation

The Plan contemplates the liquidation of the Debtor's assets and
the distribution of all proceeds to satisfy all valid claims
against the Debtor.

                       Treatment of Claims

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

The Secured Claim of Retail Restaurant will be paid in accordance
with the terms of the settlement entered into by the Debtor,
Retail Restaurant and the Official Committee of Unsecured
Creditors.

Secured Claims, other than Retail Restaurant, will receive,
either:

     a. cash equal to the value of any collateral secured the
        secured claim, or

     b. return of the collateral securing the claim and any
        balance remaining, if any.

Holders of General Unsecured Claims, with claims totaling
$11,802,000, will receive a pro rata cash distribution after all
valid claims have been paid in full.  The Debtor anticipates that
the General Unsecured claims will recover between 3% to 15% of
their claims.

Equity Interest holders will not receive any distribution.

                        About Le Gourmet

Headquartered in Shrewsbury, New Jersey, Le Gourmet Chef, Inc.,
-- http://www.legourmetchef.com/-- is a retailer specializing in   
solutions for entertaining and gift giving.  The Company filed for
bankruptcy on Aug. 8, 2006 (Bankr. D. N.J. Case No. 06-17364).
John DiIorio, Esq., at Shapiro & Croland, and Wendy G. Marcari,
Esq., at Dreier LLP represented the Debtor.  John K. Sherwood,
Esq., Thomas Pitta, Esq., and Kenneth Rosen, Esq., at Lowenstein
Sandler, represented the Official Committee of Unsecured
Creditors.  The Debtor's schedules showed total assets of
$29,271,509 and total liabilities of $25,514,857.


LEAR CORP: S&P Places B Corp. Credit Rating on Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Southfield, Michigan-based Lear Corp. and certain other
issue ratings on CreditWatch with positive implications following
Lear's announcement that shareholders had voted against the debt-
financed purchase of Lear by Carl Icahn-controlled American Real
Estate Partners, L.P. (AREP; BB+/Stable/--).  AREP currently owns
or controls about 20% of Lear, an automotive supplier.
      
"The CreditWatch resolution will focus on expectations for Lear's
financial profile absent the proposed acquisition debt as well as
prospects for any shifts in business or financial strategy now
that Lear will remain an independent company," said Standard &
Poor's credit analyst Robert Schulz.  Prior to the AREP bid in
February, Lear's corporate credit rating was 'B+' and a modest
upgrade which returns the corporate credit rating to that level is
possible.
     
At the same time, Standard & Poor's withdrew its ratings on the
proposed bank acquisition financing, revised its recovery rating
on Lear's existing bank term loan to '2' from '3' and placed the
'B+' bank loan rating on the existing term loan on CreditWatch
with positive implications.  S&P also withdrew its 'B-3' short-
term rating.
     
Lear has total debt of about $3.5 billion at March 31, 2007,
including the present value of operating leases and underfunded
employee benefit liabilities.  Lear has strong market positions,
good growth prospects outside of North America, and fair financial
flexibility.  While its operating performance has been challenged
by severe industry pressures in North America that caused credit
protection measures to weaken in recent years, Lear has reported
improved results during 2007, and twice raised its guidance for
the year.  Still, with restructuring efforts ongoing at Michigan-
based automakers, S&P expect that 2007 and beyond will present
challenges for most U.S.-based auto suppliers.


LEHMAN ABS: Liquidation Loss Cues S&P's Default Rating
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-1 manufactured housing contract senior/subordinate asset-backed
certificates issued by Lehman ABS Manufactured Housing Contract
Trust 2001-B to 'D' from 'CCC-'.
     
The default of the class B-1 certificates reflects outstanding
liquidation loss interest shortfalls for the May, June, and July
2007 payment dates.  S&P expect interest shortfalls for this class
will continue to be prevalent in the future, given the adverse
performance trends displayed by the underlying pool of collateral,
as well as the location of class write-down interest at the bottom
of the transaction's payment priorities.
     
As of the July 2007 payment date, this transaction has experienced
cumulative net losses of 12.43% of its initial pool balance.  
     
Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


LIFE STYLE: Wants to Use Merchants & Farmers' Cash Collateral
-------------------------------------------------------------
Life Style Furniture Company, Inc. asks authority from the U.S.
Bankruptcy Court for the Northern District of Mississippi to use,
as cash collateral, around $1.3 million borrowed from Merchants &
Farmers Bank before the Debtor's bankruptcy.

Merchants & Farmers Bank served as the Debtor's working capital
lender before the Debtor's bankruptcy.  When the Debtor filed for
bankruptcy, it owed approximately $953,560 of principal and
interest to Merchants & Farmers in connection with an account
receivable, asset based lending line of credit, and $325,000 in
connection with an "inventory" loan.

Merchants & Farmers asserts a first-priority security interest in
the Debtor's accounts, account receivable, inventory, chattel
paper and related items of personal property to secure the
Debtor's obligations.

The Debtor suffered cash flow problems for several months due, in
large part, to competition from Chinese companies and other
offshore competitors, and general decreases in sales of furniture
that has resulted from a general economic slow down.

The Debtor says that it needs to use the cash collateral, pursuant
to Section 363 of the U.S. Bankruptcy Code, to continue its
operations, including payment of its overhead expenses, insurance,
accounts payable, and wages.  The Debtor continues that it will be
in discussion with Merchants & Farmers regarding the use of cash
collateral.

Based in Okolona, Mississippi, Life Style Furniture Company, Inc.  
manufactures upholstered living room furniture.  The company filed
for Chapter 11 protection on June 25, 2007 (Bankr. N.D. Miss. Case
No. 0-12127).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $100 million.


LYONDELL CHEMICAL: To Be Acquired by Basell for $19 Bil. in Cash
----------------------------------------------------------------
Basell and Lyondell Chemical Company have signed a definitive
agreement pursuant to which Basell will acquire Lyondell's
outstanding common shares for $48 per common share in an all
cash transaction with a total enterprise value of approximately
$19 billion, including the assumption of debt.

The purchase price per share represents a 45% premium to
Lyondell's closing share price on May 10, 2007, the day prior to
the disclosure by Access Industries, the industrial group that
owns Basell, of its potential interest in Lyondell, and a 20%
premium to Lyondell's closing share price on July 16, 2007.  The
transaction was unanimously approved by the Boards of Directors of
Basell and Lyondell.

The transaction will create one of the sector's largest companies.
Lyondell's three business segments -- ethylene, co-products and
derivatives; propylene oxide and related products; and refining --
will complement and significantly strengthen Basell's polyolefins
business.  Basell and Lyondell together would have had combined
2006 revenues of approximately $34 billion and 15,000 employees
around the world.

"The combination of Basell and Lyondell creates one of the top
chemical companies in the world," Len Blavatnik, Chairman and
Founder of U.S.-based Access Industries, said.  "This combination
further strengthens Access' long-term strategic position in the
global petrochemical industry."

"Lyondell's competitively positioned assets, access to raw
material and refining capacity are excellent complements to
Basell's diversified portfolio," Volker Trautz, Chief Executive
Officer of Basell, said.

"We believe this transaction offers significant value for
Lyondell's shareholders," Dan F. Smith, Chairman, President and
Chief Executive Officer of Lyondell, said.  "We are very pleased
that Basell recognizes the value and fit of our portfolio of
chemical and refining assets.  Basell and Lyondell share a common
vision for continued success, and the combination of our companies
will enhance our opportunities."

The transaction is subject to customary closing conditions,
including regulatory approvals and the approval of Lyondell
shareholders. This transaction is expected to close within the
next several months and is not subject to financing.

                        About Basell

Basell -- http://www.basell.com/-- produces polypropylene and  
advanced polyolefin products, supplies polyethylene and catalysts,
and provides technical services for its proprietary technologies.
Basell, together with its joint ventures, has manufacturing
facilities in 19 countries and sells products in more than 120
countries. Basell is privately owned by Access Industries.

                        About Lyondell

Headquartered in Houston, Texas, Lyondell Chemical Company
(NYSE:LYO) -- http://www.lyondell.com/-- is North America's
third-largest independent, publicly traded chemical company.
Lyondell manufactures chemicals and plastics, a refiner of heavy,
high-sulfur crude oil and a significant producer of fuel products.
Key products include ethylene, polyethylene, styrene, propylene,
propylene oxide, gasoline, ultra low-sulfur diesel, MTBE and ETBE.

The company also has locations in Austria, France, Italy, The
Netherlands, Belgium, Germany, Spain, United Kingdom, Brazil,
China, Japan, Taiwan, India and Singapore.


LYONDELL CHEMICAL: Declares $0.225 per Share Quarterly Dividend
---------------------------------------------------------------
Lyondell Chemical Company declared July 12, 2007 a regular
quarterly dividend of $0.225 per share of common stock to
stockholders of record as of the close of business on
Aug. 27, 2007.

The regular quarterly dividend on each share of outstanding
common stock is payable in cash on Sept. 17, 2007.

Headquartered in Houston, Texas, Lyondell Chemical Company
(NYSE:LYO) -- http://www.lyondell.com/-- is North America's
third-largest independent, publicly traded chemical company.
Lyondell manufactures chemicals and plastics, a refiner of heavy,
high-sulfur crude oil and a significant producer of fuel products.
Key products include ethylene, polyethylene, styrene, propylene,
propylene oxide, gasoline, ultra low-sulfur diesel, MTBE and ETBE.

The company also has locations in Austria, France, Italy, The
Netherlands, Belgium, Germany, Spain, United Kingdom, Brazil,
China, Japan, Taiwan, India and Singapore.


LYONDELL CHEMICAL: Fitch Puts Rating on Negative Watch
------------------------------------------------------
Fitch Ratings has placed Lyondell, Equistar and Millennium on
Rating Watch Negative following the announcement that Lyondell has
agreed to be acquired by Basell for $12.66 billion, or $48 per
share.  The transaction is valued at $19 billion including the
consolidated debt outstanding at Lyondell.

Fitch has placed these ratings on Rating Watch Negative are:

Lyondell

  -- Issuer Default Rating 'BB-';
  -- Senior secured credit facility and term loan 'BB+';
  -- Senior secured notes 'BB+';
  -- Senior unsecured notes 'BB-';
  -- Debentures 'BB-'.

Equistar

  -- Issuer Default Rating B+;
  -- Senior secured credit facility 'BB+/RR1';
  -- Senior unsecured notes 'BB-/RR3'.

Millennium Chemicals Inc.'s:

  -- Issuer Default Rating 'B+';
  -- Convertible senior unsecured debentures 'BB/RR2'.

Millennium America Inc.:

  -- Issuer Default Rating 'B+';
  -- Senior unsecured notes 'BB/RR2'.

At the same time, Fitch has affirmed and subsequently withdrawn
Millennium America's senior secured credit facility and term loan
ratings at 'BB+/RR1'.  The credit facility and term loan have been
repaid and terminated during the second quarter of 2007.

For Lyondell, approximately $5 billion of debt is covered; for
Equistar, approximately $1.6 billion of debt is covered; and for
Millennium Chemicals, approximately $400 million of debt is
covered by these actions.

The Rating Watch Negative follows Lyondell's announcement that it
had entered into a definitive agreement under which Basell will
acquire all the outstanding shares of Lyondell for $48 per common
share in an all cash transaction with a total enterprise value of
approximately $19 billion, including the assumption of debt.  
Fitch expects to downgrade the ratings at least one notch.  Fitch
also placed Basell's 'BB-' IDR rating on Rating Watch Negative.   
The transaction has been unanimously approved by the Board of
Directors of Basell and Lyondell, and is expected to close during
the next several months.  Also the transaction is subject to
regulatory approval and the approval of Lyondell shareholders.

Fitch recognizes that Lyondell's senior unsecured notes due 2014,
2016 and 2017 contain tight covenants including restricted payment
limitations and change of control provisions, which the latter
allows bondholders to put the bonds to the company for redemption
of 101% of the aggregate amount outstanding.  Similarly,
Equistar's senior unsecured notes due 2008 and 2011 have the same
protections as well.  These notes are likely to be repaid
subsequent to the close of the transaction.  Fitch expects to
resolve the Rating Watch Negative upon closure of the transaction
and review of the resulting capital structures at Lyondell and its
subsidiaries.

Lyondell holds leading global positions in propylene oxide and
derivatives, as well as leading North American positions in
ethylene, propylene, polyethylene, aromatics, acetic acid, and
vinyl acetate monomer.  Lyondell also has substantial refining
operations located in Houston, TX.  The company benefits from
strong technology positions and barriers to entry in its major
product lines.  Lyondell owns 100% of Equistar; 70.5% directly and
29.5% indirectly through its wholly owned subsidiary Millennium.

Basell was formed in 2000 when its previous shareholders BASF and
Shell combined their respective polypropylene businesses with
their existing polyethylene joint venture.  Following the LBO, the
group is owned by affiliated companies of Access Industries Group,
a New York- based private equity firm.


LYONDELL CHEMICAL: Moody's Reviews Ba3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Lyondell Chemical
Company, Equistar Chemical Company LP and Millennium Chemicals
Inc. (Corporate Family Ratings of Ba3) under review for possible
downgrade following the announcement that Lyondell agreed to be
acquired by Basell AF SCA (Ba3 CFR under review for possible
downgrade) in a transaction worth roughly $19 billion including
the assumption of debt.  

This transaction is subject to regulatory review and approval by
Lyondell's shareholders.  The boards of both companies have
approved the transaction.  Moody's also affirmed Lyondell's
speculative grade liquidity rating at SGL-1.  However, the
financing of this potential transaction, could result in a change
to the SGL rating as well.  Basell remains under review for
possible downgrade as of July 17, 2007, following the announcement
of its proposed acquisition of Lyondell.

Moody's review will focus on

   i. financing of the proposed transaction,

  ii. the financial metrics of the combined company including
      projected synergies,

iii. its financial policies and the prospects for meaningful debt
      reduction over the next two to three years, and

  iv. strategy for future global growth. Financing for the
      transaction has not been disclosed

On review for possible downgrade:

Issuer: Lyondell Chemical Company

-- Corporate Family Rating, currently Ba3
-- Probability of Default Rating, currently Ba3
-- Senior Secured Bank Credit Facility, currently Ba2
-- Senior Secured Regular Bond/Debenture, currently Ba2
-- Senior Unsecured Medium-Term Note Program, currently B1
-- Senior Unsecured Regular Bond/Debenture, currently B1

Issuer: Equistar Chemicals, LP

-- Corporate Family Rating, currently Ba3
-- Probability of Default Rating, currently Ba3
-- Senior Unsecured Regular Bond/Debenture, B1

Issuer: Millennium America Inc.

-- Senior Unsecured Regular Bond/Debenture, currently B1

Issuer: Millennium Chemicals Inc.

-- Probability of Default Rating, currently Ba3
-- Corporate Family Rating, currently Ba3
-- Senior Unsecured Conv./Exch. Bond/Debenture, currently B1

Headquartered in Houston, Texas, Lyondell Chemical Company is a
leading global producer of petrochemicals and plastics, and owns a
refinery with the unique ability to process 100% heavy sour crude
oil from Venezuela.  Lyondell produces propylene oxide, MTBE, ETBE
and butanediol, as well as co-product styrene.  

Equistar Chemicals LP and Millennium Chemicals Inc. are wholly
owned subsidiaries of Lyondell.  Equistar is a leading North
American producer of commodity petrochemicals and plastics.  
Millennium Chemicals is a single-site producer of acetic acid and
vinyl acetate monomer and small producer of turpenes.  Lyondell
had revenues of over $23 billion for the LTM ending March 31, 2007
on a pro forma basis.

Basell is the world's largest producer of polypropylene, a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.  In 2006, the company reported revenues of
EUR10.5 billion and EBITDA of EUR1.1 billion.


MARIA RIOS: Case Summary & Nine Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Maria Rios
        2405 Chinon Street
        Bakersfield, CA 93311

Bankruptcy Case No.: 07-11842

Chapter 11 Petition Date: June 22, 2007

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Phillip W. Gillet, Jr., Esq.
                  1705 27th Street
                  Bakersfield, CA 93301-2807
                  Tel: (661) 323-3200

Total Assets: $4,044,240

Total Debts:  $2,660,398

Debtor's Nine Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Bank of America                                        $27,419
P.O. Box 1598
Norfolk, VA 23501

Fairchild Fine Furniture                                $8,082
c/o Lamb & Michael
1314 G. Street
Modesto, CA 95354

Coaster Co. of America                                  $6,670
c/o Michael D. Frisher, Esq.
10880 Wilshire Boulevard,
Suite 2240
Los Angeles, CA 90024

Penncro Associates, Inc.                                $1,447

E.R. Solutions                                          $1,394

Meridian Financial Services                               $970

G.E.M.B./Old Navy                                         $140

Discover Financial Services,                               $36
L.L.C.

Sears/C.B.S.D.                                             $13


MAYCO PLASTICS: Wants Court to Approve Settlement with GM
---------------------------------------------------------
Mayco Plastics Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to approve a
settlement with General Motors Corporation.

The Debtors manufactured component parts to GM and GM issued
tooling purchase orders to the Debtors for certain tooling used in
the production of their component parts.

As of the Debtors' bankruptcy filing, the Debtors claim that GM
had accounts payable for component parts in the amount of
$1,089,293 and accounts payable to the Debtors arising out of
tooling purchase orders issued by GM in the amount of $1,015,185.

                   Terms of the Settlement

Under the proposed settlement, GM will pay $1.3 million to Mayco,
constituting full payment and satisfaction of both the GM
production payables and the GM tooling payables.  The settlement
payment must be paid to the Debtors' counsel and held in a trust
until the resolution of all third party lien claims in tooling
used to produce GM's component parts.  The resolution must be
either pursuant to a written agreement between the respective lien
claimant, prepetition lenders and debtor; or pursuant to a Court
order.

The liens of prepetition lenders, and any third party with valid,
perfected and enforceable liens in the GM Tooling will be released
from the GM Tooling and transfer to the trust to same extent and
priority that the liens were held on the petition date and GM will
own all GM Tooling free and clear of all claims, liens and
encumbrances.

                       About Mayco Plastics

Based in Sterling Heights, Michigan, Mayco Plastics Inc.
-- http://www.mayco-mi.com/-- is an automotive supplier of
injection molded plastics.  Stonebridge Industries Inc., the
majority shareholder and parent of Mayco Plastics, is an
investment firm that acquires companies and helps them grow their
business in order to increase shareholder value.

Mayco and Stonebridge filed for chapter 11 protection on Sept. 12,
2006 (Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  Stephen
M. Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins
Co. LPA represent the Debtors.  AlixPartners LLC serves as the
Debtors' financial advisor.  Shannon L. Deeby, Esq., at Clark Hill
PLC is counsel to the Official Committee of Unsecured Creditors
while Grant Thornton LLP serves as its Financial Advisor.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


MCKESSON CORP: Inks Definitive Agreement to Acquire Awarix
----------------------------------------------------------
McKesson Corporation has signed a definitive agreement to acquire
Awarix Inc.  The acquisition is expected to close by the end of
July 2007, subject to customary conditions.

"The enterprise patient care visibility system is a new category
of healthcare technology focused on delivering accurate, real-time
information to speed clinical decision time, reduce care delays,
and manage scarce resources," Pamela Pure, president of McKesson
Technology Solutions and executive vice president of McKesson
Corporation, said.

"Our customers have requested systems that can help maximize
throughput and associated revenue while recommending the most
efficient strategy to move a patient through the care process,"
Ms. Pure added.  "This solution provides visibility, and
visibility equals efficiency.  The addition of the Awarix solution
reinforces McKesson's goal of providing customers with technology
to improve performance."

"Emergency department challenges are most often caused by
'downstream' capacity issues in care areas such as the ICU,
surgery, and observational beds," Gary York, founder of Awarix,
said.  "Bed management and departmental tracking boards can't
address system-wide bottlenecks.  Our breakthrough enterprise
patient visibility system materially reduces the need to go on
emergency department diversion.  More efficient inpatient
management also precludes the need for new construction."

                         About Awarix Inc.

Based in Birmingham, Alabama, Awarix Inc. - http://www.awarix.com/
-- is an enterprise patient care visibility system, a new category
of health care technology that provides hospitals a communication
platform that reliably delivers accurate, real-time information to
all participants in the patient care process.

                        About McKesson Corp.

Headquartered in San Francisco, California, McKesson Corp.
(NYSE: MCK) -- http://www.mckesson.com/-- provides pharmaceutical  
and medical-surgical supply management across the spectrum of
care; healthcare information technology for hospitals, physicians,
homecare and payors; hospital and retail pharmacy automation; and
services for manufacturers and payors designed to improve outcomes
for patients.

                          *     *     *

Moody's Investors Service rated McKesson Corp.'s junior
subordinated debt at Ba1.


MERRILL LYNCH: S&P Preliminary Rates $5.096MM Class P Certs. at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Merrill Lynch Mortgage Trust 2007-C1's $4.1 billion
commercial mortgage pass-through certificates series 2007-C1.
     
The preliminary ratings are based on information as of July 17,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-SB, A-4, A-1A, AM, AJ, B, C, and D are currently being offered
publicly.  The remaining classes will be offered privately.  
Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.25x, a beginning
LTV of 111.3%, and an ending LTV of 105.9%.  The rated final
maturity date for these certificates is July 2040.
     
    
                  Preliminary Ratings Assigned
              Merrill Lynch Mortgage Trust 2007-C1
   
                                             Recommended
   Class       Rating*         Amount      credit Support
   -----       ------          ------      --------------
     A-1*      AAA         $57,141,000      30.000%
     A-2*      AAA        $498,929,000      30.000%
     A-3*      AAA        $452,217,000      30.000%
     A-SB*     AAA         $91,341,000      30.000%
     A-4*      AAA        $457,880,000      30.000%
     A-1A*     AAA      $1,296,730,000      30.000%
     AM*       AAA        $407,749,000      20.000%
     AJ*       AAA        $336,392,000      11.750%
     B         AA          $86,647,000       9.625%
     C         AA-         $40,775,000       8.625%
     D         A           $45,871,000       7.500%
     A-2FL*    AAA                 TBD      30.000%
     A-3FL*    AAA                 TBD      30.000%
     A-4FL*    AAA                 TBD      30.000%
     AM-FL*    AAA                 TBD      20.000%
     AJ-FL*    AAA                 TBD      11.750%
     E         A-          $45,872,000       6.375%
     F         BBB+        $50,969,000       5.125%
     G         BBB         $40,775,000       4.125%
     H         BBB-        $40,774,000       3.125%
     J         BB+         $15,291,000       2.750%
     K         BB          $15,291,000       2.375%
     L         BB-         $10,193,000       2.125%
     M         B+          $10,194,000       1.875%
     N         B           $10,194,000       1.625%
     P         B-           $5,096,000       1.500%
     Q         NR          $61,163,260       0.000%
     X**       AAA      $4,077,484,260         N/A
     
  * Classes A-1, A-2, A-3, A-SB, A-4, A-1A, AM, A-2FL, A-3FL, A-
   4FL, AM-FL, and AJ-FL receive interest and principal before
   class AJ.  Losses are borne by class AJ before classes A-1, A-
   2, A-3, A-SB, A-4, A-1A, AM, A-2FL, A-3FL, A-4FL, AM-FL, and
   AJ-FL, which will be applied pari passu.

  ** Interest-only class with a notional amount.

                  TBD - To be determined.
                     NR - Not rated.
                 N/A - Not applicable.


MICHAEL NELSON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael B. Nelson
        aka Mike Nelson
        Angela Beth Nelson
        dba Nelson Duncan Salon
        aka Beth Nelson
        Nelson Contracting
        2650 County Road 1246
        Vinemont, Al 35179
        Tel: (256) 739-2171

Bankruptcy Case No.: 07-81734

Chapter 11 Petition Date: July 10, 2007

Court: Northern District of Alabama (Decatur)

Debtor's Counsel: S. Mitchell Howie, Esq.
                  107 North Side Square
                  Huntsville, AL 35801
                  Tel: (256) 533-2400

Total Assets: $829,604

Total Debts:  $1,772,378

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Merchants Bank              bank loan; value          $253,915
900 2nd Avenue Southwest    of collateral:
Cullman, AL 35055-4225      $50,900

First American Bank         bank loan                 $201,974
P.O. Box 37
Birmingham, AL 35201-0037

Jeanice Galin                                         $126,000
2530 County Road 1246
Vinemont, AL 35179-8362

Buettner Bros. Lumber Co.,                            $120,000
Inc.

I.R.S.                                                 $60,570

Merchants Bank                                         $55,753

First American Bank         bank loan                  $46,399

Gobble-Fite Lumber Co.,                                $44,444
Inc.

Chase Cardmember Service                               $25,500

Boral Bricks                                           $18,982

Marvins Building Materials                             $12,849

Naylor Plumbing Co.                                     $9,078

Marvins, Inc.                                           $7,863

Kirkpatrick Concrete, Inc.                              $5,744

Bama Air Systems, Inc.                                  $5,287

Alabama State Dept. of                                  $5,000
Revenue

U.S.A. D.C.A. Ready Mix                                 $4,685

A.K. Rentals                                            $3,221

D.&S. Hardware & Lumber, Inc.                           $3,050

Knight-Free Insurance                                   $3,000


MICHAEL VELOTTA: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Michael F. Velotta, III
        6783 Edinboro Place
        Concord Township, OH 44077

Bankruptcy Case No.: 07-15082

Chapter 11 Petition Date: July 6, 2007

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Susan M. Gray, Esq.
                  21330 Center Ridge Road, Suite 11
                  Rocky River, OH 44116
                  Tel: (440) 331-3949

Total Assets: $1,502,463

Total Debts:  $2,311,215

Debtor's Seven Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Keybank                     real estate; value        $604,369
P.O. Box 94825              of security:
Cleveland, OH 44101         $450,000; value of
                            senior lien:
                            $204,000

Keybank N.A.                real estate; value        $604,369
127 Public Square           of security:
Cleveland, OH               $295,493
44101-1306

I.R.S.                      civil penalty             $569,136
1240 East 9th Street,
Room 457
Cleveland, OH 44199

Allied Corp., Inc.          breach of contract        $105,075

Third Federal Savings       real estate; value         $84,000
                            of security:
                            $450,000; value of
                            senior lien:
                            $808,369

J.P. Morgan Chase Bank,     co-debtor                  $64,000
N.A.                        obligation

Diversified Financial       co-borrower                $44,023
Services                    obligation


MORGAN STANLEY: Fitch Lifts Rating on $8MM Class K Certs. to BB+
----------------------------------------------------------------
Fitch Ratings upgrades these classes of Morgan Stanley Capital I
Inc.'s commercial pass-through certificates, Series 1998-WF2 as:

  -- $21.2 million class F to 'AAA' from 'AA';
  -- $23.9 million class G to 'A+' from 'A-';
  -- $10.6 million class H to 'BBB+' from 'BBB';
  -- $8.0 million class J to 'BBB' from 'BBB-';
  -- $8.0 million class K to 'BB+' from 'BB'.

Fitch also assigns the Distressed Recovery rating:

  -- $5.3 million class M at 'CCC'/DR1.

In addition, Fitch affirms these classes:

  -- $234.3 million class A-2 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $53.1 million class B at 'AAA';
  -- $47.8 million class C at 'AAA';
  -- $53.1 million class D at 'AAA';
  -- $21.2 million class E at 'AAA';
  -- $15.9 million class L at 'B-'.

Fitch does not rate the $2.5 million class N.  The class A-1
certificates have paid in full.

The rating upgrades reflect the increased credit enhancement due
to scheduled amortization and loan payoffs, since Fitch's last
rating action.  The assignment of the distressed recovery rating
is as a result of expected losses associated with the specially
serviced loan.

As of the July 2007 distribution date, the pool's aggregate
balance has been reduced 52.4%, to $504.9 million from $1.06
billion at issuance.  Since issuance, six loans (7%) have
defeased.

There is currently one (0.4%) loan in special servicing and losses
are expected.  The loan is secured by a retail property located in
Lansing, MI and is 90 days delinquent.  The property remains 100%
vacant, since K-Mart's subtenant vacated in 2002.  The special
servicer is pursuing foreclosure.


MORGAN STANLEY: S&P Assigns Junk Ratings on Two Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2007-HQ12's $1.96
billion commercial mortgage pass-through certificates series 2007-
HQ12.
     
The preliminary ratings are based on information as of July 17,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying loans, and the
geographic and property type diversity of the loans.  Standard &
Poor's Ratings Services' analysis determined that, on a weighted
average basis, the pool has a debt service coverage of 1.19x, a
beginning LTV of 126.6%, and an ending LTV of 123.9%.
     
    
                  Preliminary Ratings Assigned
            Morgan Stanley Capital I Trust 2007-HQ12
   
                                             Recommended
   Class       Rating          Amount      credit Support
   -----       ------          ------      --------------
    A1         AAA          $40,000,000        30.000%
    A1-A       AAA         $366,041,000        30.000%
    A-2        AAA         $684,100,000        30.000%
    A-3        AAA         $131,500,000        30.000%
    A-4        AAA          $66,354,000        30.000%
    A-5        AAA          $83,000,000        30.000%
    A-J        AAA         $144,444,000        12.625%
    B          AA           $41,620,000        10.500%
    C          AA-          $22,033,000         9.375%
    D          A            $24,482,000         8.125%
    E          A-           $14,690,000         7.375%
    F          BBB+         $24,482,000         6.125%
    G          BBB          $22,034,000         5.000%
    H          BBB-         $22,033,000         3.875%
    J          BB+          $14,690,000         3.125%
    K          BB            $4,896,000         2.875%
    L          BB-           $7,345,000         2.500%
    M          B+            $4,896,000         2.250%
    N          B             $4,897,000         2.000%
    O          B-            $4,896,000         1.750%
    P          CCC+          $4,896,000         1.500%
    Q          CCC           $4,896,000         1.250%
    S          NR            $24,483,351            -
    X*         AAA        $1,958,564,351      30.000%

      * Interest-only class with a notional amount.


MYSTIQUE ENERGY: Completes $19.2 Million Sale of Oil & Gas Assets
-----------------------------------------------------------------
Mystique Energy Inc. has closed the sale of its remaining oil and
gas assets and tax pools to a Calgary-based petroleum company for
gross proceeds of $19.2 million.  The effective date of the Asset
Sale is June 1, 2007.  

Net proceeds from the Asset Sale will be used to eliminate
Mystique's debt to its primary lender and other secured creditors.  
The remaining proceeds will be distributed to unsecured creditors.
    
The Alberta Court of Queen's Bench provided Mystique creditor
protection under the companies' Creditors Arrangement Act on
April 24, 2007.  The order granting CCAA protection expired on
July 17, 2007.  In this connection, an application for an
extension to the order until Oct. 15, 2007, was approved by the
Court.
    
The extension until will allow time for all adjustments under the
terms of purchase and sale agreement of the Asset Sale to be
concluded and for Mystique to prepare and submit to the Court, a
plan of arrangement whereby all or substantially all of the
remaining proceeds from the Asset Sale will be distributed to the
unsecured creditors on a pro rata basis.  

The plan of arrangement must be approved by a requisite majority
of the unsecured creditors and the Court.

                      About Mystique Energy

Headquartered in Alberta, Canada, Mystique Energy Inc. --
http://www.mystiqueenergy.ca/-- (TSXV: MYS) is a junior oil & gas  
company focused on exploration and development of petroleum and
natural gas reserves, with production in western Alberta.


NAAC REPERFORMING: Moody's Reviews B2 Rating on Two Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade two certificates from NAAC Reperforming Loan Remic Trust
Certificates, Series 2004-R1 and 2004-R2.

The transactions consist of securitizations of FHA insured and VA
guaranteed re-performing loans, virtually all of which were
repurchased from GNMA pools.  The insurance covers a large percent
of any losses incurred as a result of borrower defaults.

The two most subordinate Moody's-rated certificates from the two
transactions have been placed on review for possible downgrade
because existing credit enhancement levels are low given the
current projected losses on the underlying pools.  Currently there
is only a small amount of credit enhancement for the two
transactions in the form a subordinate bond.

Complete rating actions are:

Issuer: NAAC Reperforming Loan REMIC Trust Certificates

Review for downgrade:

-- Series 2004-R1; Class B-4, current rating B2, under review for
    possible downgrade;

-- Series 2004-R2; Class B-4, current rating B2, under review for
    possible downgrade.


NAGY GOLF: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Nagy Golf and Turf, Inc.
        6643 East Alder Avenue
        Mesa, AZ 85206

Bankruptcy Case No.: 07-03375

Type of business: The Debtor is a dealer of golf carts and golf
                  cars.

Chapter 11 Petition Date: July 17, 2007

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Estimated Assets: $180,000

Estimated Debts:  $2,373,264

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


NOMURA ASSET: Moody's Reviews Ratings on Four Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade eight tranches from three deals issued by Nomura Asset
Acceptance Corporation in 2006.  The collateral backing these
classes consists of primarily first lien, fixed and adjustable-
rate, Alt-A mortgage loans.

The ratings were placed under review for downgrade based on higher
than anticipated rates of delinquency in the underlying collateral
compared to current credit enhancement levels.

Complete rating actions are:

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

-- Series 2006-AF2, Class C-B-3, current rating Baa2, under
    review for possible downgrade

-- Series 2006-AF2, Class V-M-5, current rating Baa3, under
    review for possible downgrade

-- Series 2006-AR1, Class V-M-5, current rating Baa3, under
    review for possible downgrade

-- Series 2006-AR2, Class III-M-5, current rating Baa3, under
    review for possible downgrade

-- Series 2006-AR2, Class C-B-4, current rating Ba2, under review
    for possible downgrade

  -- Series 2006-AR1, Class B-4, current rating Ba2, under review
    for possible downgrade

-- Series 2006-AR2, Class C-B-5, current rating B2, under review
    for possible downgrade

-- Series 2006-AR1, Class B-5, current rating B2, under review
    for possible downgrade


NORMAN QUINTERO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Norman Alberto Quintero
        Miriam Carolina Quintero
        452 Wyndemere Boulevard
        Heath, TX 75032

Bankruptcy Case No.: 07-33404

Chapter 11 Petition Date: July 17, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Areya Holder Pronske, Esq.
                  Areya Holder Pronske, P.C.
                  800 West Airport Freeway, Suite 540
                  Irving, TX 75062
                  Tel: (972) 438-8800
                  Fax: (972) 438-8825

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.


OMEGA HEALTHCARE: Board Declares Common & Preferred Stock Dividend
------------------------------------------------------------------
Omega Healthcare Investors Inc.'s board of directors declared a
common stock dividend of $0.27 per share and declared its regular
quarterly dividend for the company's Series D preferred stock.

The company's board disclosed a common stock dividend of $0.27 per
share, payable on Aug. 15, 2007, to common stockholders of record
on July 31, 2007.  The company had approximately 67.7 million
outstanding common shares.

The company's board also declared its regular quarterly dividend
for the Series D preferred stock, payable Aug. 15, 2007 to
preferred stockholders of record on July 31, 2007.  Series D
preferred stockholders of record on July 31, 2007 will be paid
dividends in the approximate amount of $0.52344, per preferred
share on Aug. 15, 2007.

The liquidation preference for the company's Series D preferred
stock is $25 per share.  Regular quarterly preferred dividends
represent dividends for the period May 1, 2007 through July 31,
2007.

                       About Omega HealthCare

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. (NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real     
estate investment trust investing in and providing financing to
the long-term care industry.  At Dec. 31, 2006, the company owned
or held mortgages on 239 skilled nursing facilities and assisted
living facilities with approximately 27,302 beds located in 27
states and operated by 32 third-party healthcare operating
companies.

                            *     *     *

Omega Healthcare's 7% Senior Notes due 2014 holds Moody's
Investors Service's Ba3 rating, and Standard & Poor's and Fitch
Ratings' BB rating.


OPTION ONE: Moody's Lowers Class M-7 Certificate's Rating to B1
---------------------------------------------------------------
Moody's Investors Service downgraded one tranche from one deal and
confirmed the rating on three tranches from two deals all with
loans originated by Option One Mortgage Corporation in 2002 or
2004.  

The transactions consist of primarily first lien, adjustable and
fixed-rate subprime mortgage loans.  The loans are serviced by
Option One Mortgage Corporation.

Although the 2004-1 deal's losses are performing within the area
of original expectations, the subordinate certificates are being
downgraded based on existing credit enhancement levels relative to
the current projected losses on the underlying pool.

Overcollateralization in the transaction is currently below its
target and pipeline losses could cause further depletion of the
overcollateralization and put pressure on the most subordinate
tranches.  Most of the current credit support deterioration can be
attributed to the deal passing performance triggers and therefore
releasing a large amount of overcollateralization.

Finally, Moody's has confirmed the current ratings on the Class M-
6 certificates from MASTR Asset Backed Securities Trust 2002-OPT1
and on the Class M-6 and M-7 certificates from Option One Mortgage
Loan Trust 2004-2 as credit support, provided by subordination,
excess spread, overcollateralization, and mortgage insurance, is
sufficient to support the current ratings on these certificates.

The complete rating actions are:

Downgrade:

Issuer: Option One Mortgage Loan Trust

-- Series 2004-1; Class M-7, downgraded from Ba1 to B1

Confirm:

Issuer: MASTR Asset Backed Securities Trust

-- Series 2002-OPT1; Class M-6, confirmed at Ba1

Issuer: Option One Mortgage Loan Trust

-- Series 2004-2; Class M-6, confirmed at Baa3
-- Series 2004-2; Class M-7, confirmed at Ba1


OSCAR ROJAS: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Oscar Vaz Rojas
        P.O. Box 1823
        San Juan, PR 00936-1823

Bankruptcy Case No.: 07-04015

Chapter 11 Petition Date: July 17, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  Fax: (787) 724-2463

Total Assets: $1,983,070

Total Debts:  $2,542,943

Debtor's List of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Maritza Villamil                 Property Settlement    $1,062,000
Cond. Playa Serena
7063 Carr. 187 Apartment 503
Carolina, PR 00979-7033

Turaser Inc.                     Loan                     $405,602
Calle Beleares Suite 352- Altos
Esquina FD Roosevelt
San Juan, PR 00920

Viajes Galiana, Inc.             Loan                     $120,693
P.O. Box 195499
San Juan, PR 00919-5499

First Bank                       Personal Loan             $54,078

Dova Construction                Civil Action              $23,000

Banco Popular de Puerto Rico     Credit Card               $10,781

First Bank PR                    Bank Loan                  $7,000

BBVA                             Credit Card                $1,109


PACER HEALTH: Closes New $5.5 Million Secured Credit Facility
-------------------------------------------------------------
Pacer Health Corporation has closed on a new $5.5 million five-
year secured credit facility with Cornell Capital Partners LP.  

The new facility replaces a $1 million, three-year credit facility
that was set to expire on April 1, 2009, and a $1 million, three-
year credit facility that was set to expire on May 5, 2009, which
were both issued by Cornell Capital.

The new credit facility will be used for general corporate
purposes and future acquisitions.

The debentures, which are convertible at $0.02 prior to maturity
and at the lower of $0.02 or 80% of the lowest volume weighted
average price of the common stock for the 15 trading days
immediately preceding the maturity date, require Pacer to register
certain shares of common stock for resale by selling security
holders of its common stock, including shares issued to Cornell
Capital.

"The terms of the new facility demonstrate the significant
progress Pacer has made over the past four years," Rainier
Gonzalez, chief executive officer, said.  "We view this new credit
facility as further validation of our business model and financial
discipline."

"The new credit facility provides us with additional capital to
help fuel our growth," Mr. Gonzalez also said.  "We expect to take
advantage of additional opportunities to improve our overall
operations and optimize our capital structure as we move forward."

                  About Pacer Health Corporation

Headquartered in Miami, Florida, Pacer Health Corporation (OTCBB:
PHLH) -- http://www.pacerhealth.com/-- is an owner-operator of  
acute care hospitals, medical treatment centers and psychiatric
care facilities serving non-urban areas throughout the Southeast.

At March 31, 2007, the company's balance sheet showed total assets
of $16 million and total liabilities of $23.5 million, resulting
to a total stockholders' deficit of $7.5 million.


PALM INC: Moody's Assigns Corporate Family Rating at B1
-------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Palm, Inc. and Ba3 ratings to $40 million senior secured revolving
credit facility due 2012 and $400 million senior secured first
lien term loan due 2014.

The company is using the debt financing as well as $229 million in
cash from the balance sheet and $325 million in preferred equity
contribution from Elevation Partners to provide shareholders a one
time dividend of $934 million.  Excluding treatment for the
preferred equity, the transaction brings the company's leverage to
3.3x Moody's adjusted debt to pro forma EBITDA for last twelve
months as of May 31, 2007 and lowers cash balances to about
$382 million.  Moody's also assigned a speculative grade liquidity
rating of SGL-2, reflecting good financial liquidity.  The ratings
outlook is stable.

Palm's B1 corporate family rating reflects:

   i. highly competitive and volatile nature of the converged
      mobile device market;

  ii. company's relatively small market share in the smartphone
      business; and

iii. the company's recently declining revenues and EBITDA and the
      expectations of continued decline in EBITDA.

The rating is supported by:

   i. the company's good market position in small to medium
      business smartphone markets;

  ii. the company's history of developing user friendly products
      with a loyal customer base;

iii. the high growth expectations of the converged mobile device
      market; and

  iv. modest financial leverage with significant liquidity.
  
These ratings were assigned:

-- Corporate family rating: B1

-- Probability of default rating: B1

-- $40 million 5-year First lien Revolving Credit Facility: Ba3,
    LGD3, 42%

-- $400 million 6.5-year First Lien Senior Secured Term Loan:
    Ba3, LGD3, 42%

-- Speculative Grade Liquidity Rating: SGL-2

The rating outlook is stable.

The ratings could be pressured upwards were the company to:

   i. significantly improve its market position by increasing its
      market share and expanding its product line;

  ii. significantly deleverage, with debt to EBITDA falling to
      less than 2.5x;

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

  iv. generate significant positive free cash flow such that FCF /
      Debt is greater than 20% on a sustained basis.

The ratings could face downward pressure if the company
experiences disruptions in producing its next generation product
portfolio or experiences greater than anticipated declines in
revenue or EBITDA for its existing portfolio.  The ratings could
also be impacted if the company pursues additional debt financed
dividends.

Headquartered in Sunnyvale, California, Palm, Inc. is a provider
of smartphones and handheld computers.  The company generated
revenues of $1.6 billion for the fiscal year ended May 31, 2007.


PASCO COUNTY: Moody's Affirms Ba3 Rating on $1.36 Million Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on $1.36 million
outstanding Pasco County Federal Assisted Housing, Inc, Mortgage
Revenue Bonds, Series 1979 (Hudson Hills-Section 8).  

The outlook on the bonds has been revised to negative.  The rating
affirmation is based on financial performance of the project as of
the Sept. 30, 2006 audit.

Hudson Hills is a 64 unit project for families located in the
Tampa MSA.

Legal Security: The bonds are limited obligations of the issuer.

                          Strengths

Both the debt service reserve and the reserve for replacement
funds are fully funded.

Rents for the property as of July 2007 are below the Fair Market
Rents for the Tampa-St. Petersburg MSA, suggesting that the
property might be eligible for a rent increase from HUD in the
future.

According to management, a new incentive program has been
instituted for the property manager for lease up and rent
collection; in addition, the authority has decreased some of the
expenses allocated to the property.

                         Challenges

Revenue increases for the property have not kept up with the
increases in expenses in the past five years, leading to a
significant decline in debt service coverage; to help the property
cover debt service and operating expenses, the Issuer, Pasco
County Housing Authority, contributed cash to the project each
year between 2003 and 2006.

In fiscal year 2007, the Housing Authority reported that they
stopped making contributions to the property, compelling the
property to stand on its own financially going forward.

The property has a small number of units, 64, which amplifies the
impact of vacancies on project revenue; as if July 2007, occupancy
of the project was about 91%.

                        Recent Developments

Audited financials for 2005 and 2006 show coverage at 0.77x and
0.51x, which continues the trend of low coverage experienced since
2001.  Between 2003 and 2006, the Pasco County Housing Authority
contributed enough cash to the project to cover operating expenses
and debt service, bringing debt service coverage up above 1 times
coverage for all 4 years.  However, as of 2007 the authority is no
longer contributing funds to the property.

                             Outlook

The outlook on the bonds is negative, due to the long history of
low debt service coverage and the fact that the Authority's cash
infusions have been discontinued.

What could change the rating- Up

-- A sustained increase in revenues and debt service coverage.

What could change the rating- Down

-- Tapping of the debt service reserve.

Key Statistics as of Sept. 30, 2006, unless noted:

-- Recent Reported Occupancy: 91% (July 2007)
-- HAP Contract Expiration Date: September 1, 2020
-- Bond Maturity: April 1, 2020
-- HUD REAC Score: 89c (11/06)


PLAINS EXPLORATION: To Acquire Pogo Producing for $3.6 Billion
--------------------------------------------------------------
Plains Exploration & Production Company has entered into a
definitive agreement with Pogo Producing Company, in connection
with the company acquiring Pogo in a stock and cash transaction
valued at approximately $3.6 billion, based on PXP's closing price
on July 16, 2007.

Under the terms of the agreement, Pogo stockholders will receive
0.68201 shares of PXP common stock and $24.88 of cash for each
share of Pogo common stock which represents a total consideration
of approximately $60 per Pogo share.  Total consideration for
outstanding Pogo shares is 40 million PXP shares and approximately
$1.5 billion in cash.

"This accretive transaction represents a significant opportunity
for the shareholders of both companies to benefit from the
combined strengths of PXP and Pogo," James C. Flores, chairman,
president and chief executive officer of PXP, commented.  "Along
with asset diversification and significant cost savings, the
combined company will have a total estimated reserve potential of
1.4 billion barrels of oil equivalent (proved, probable and
possible).  

"This transaction almost doubles PXP's production with the
addition of substantial producing properties and significant
growth potential in Texas, primarily the Panhandle, Permian and
Gulf Coast, plus the prolific Madden Field in Wyoming and the San
Juan Basin in New Mexico," Mr. Flores added.  "Since most of the
Pogo assets are complementary to the profiles of the PXP assets,
with long production lives and low decline rates, PXP will now be
positioned to create one of the 'best-in-class' MLPs in the E&P
marketplace.  PXP has retained Lehman Brothers as financial
advisor to formalize the company's evaluation of a potential MLP
filing."

"This transaction represents a significant milestone in the proud
and productive 38-year history of Pogo Producing Company," Paul G.
Van Wagenen, chairman, president and chief executive officer of
Pogo, said.  "This transaction with Plains Exploration &
Production Company creates a combined company with impressive
financial and operational strength able to successfully capture
the best of opportunities in our industry.  We look forward to a
prosperous future of great accomplishments benefiting our
shareholders."

After the acquisition, pro forma PXP will have a proved reserve
base of approximately 635 million barrels of oil equivalent and a
total estimated reserve potential of 1.4 billion barrels of oil
equivalent.  At year-end 2006 pro forma for asset sales, Pogo
reported 219 million barrels of oil equivalent proven reserves.

                       Terms and Conditions

Under the terms of the definitive agreement, Pogo stockholders
have the right to elect to receive cash or stock, subject to
proration.  The transaction is expected to qualify as a tax-free
reorganization under Section 368(a) and is expected to be tax free
to Pogo stockholders.

The boards of both companies have unanimously approved the merger
agreement and each will recommend the transaction to their
respective stockholders for approval.  The transaction will remain
subject to stockholder approval from both companies and other
customary conditions.  

In addition, Pogo have entered into support agreements whereby
Paul G. Van Wagenen, chairman, president and chief executive
officer of Pogo and Third Point LLC have agreed to vote their
shares in Pogo in favor of the proposed transaction.  The
companies anticipate completing the transaction in the fourth
quarter of 2007.  

Post closing, it is anticipated that the PXP stockholders will own
approximately 66% of the combined company and Pogo stockholders
will own approximately 34% of the combined company.

Mr. Flores will remain the chairman, president and chief executive
officer and PXP's current executive staff Winston M. Talbert,
executive vice president & CFO, John F. Wombwell, executive vice
president and general counsel, and Doss R. Bourgeois, executive
vice president exploration & production, will continue in their
current capacities.  Two members of the Pogo board will join the
PXP Board at closing.

Lehman Brothers Inc. acted as financial advisor to PXP.  Goldman,
Sachs & Co. and TD Securities Inc., acted as financial advisor to
Pogo.

                      About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops   
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil  
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on April 23, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Plains Exploration & Production Co.  At the same
time, S&P placed its 'BB-' unsecured issue rating for PXP on
CreditWatch with negative implications.  The outlook remains
stable.


POGO PRODUCING: To Sell Assets to Plains Exploration for $3.6 Mil.
------------------------------------------------------------------
Plains Exploration & Production Company has entered into a
definitive agreement with Pogo Producing Company, in connection
with the company acquiring Pogo in a stock and cash transaction
valued at approximately $3.6 billion, based on PXP's closing price
on July 16, 2007.

Under the terms of the agreement, Pogo stockholders will receive
0.68201 shares of PXP common stock and $24.88 of cash for each
share of Pogo common stock which represents a total consideration
of approximately $60 per Pogo share.  Total consideration for
outstanding Pogo shares is 40 million PXP shares and approximately
$1.5 billion in cash.

"This accretive transaction represents a significant opportunity
for the shareholders of both companies to benefit from the
combined strengths of PXP and Pogo," James C. Flores, chairman,
president and chief executive officer of PXP, commented.  "Along
with asset diversification and significant cost savings, the
combined company will have a total estimated reserve potential of
1.4 billion barrels of oil equivalent (proved, probable and
possible).  

"This transaction almost doubles PXP's production with the
addition of substantial producing properties and significant
growth potential in Texas, primarily the Panhandle, Permian and
Gulf Coast, plus the prolific Madden Field in Wyoming and the San
Juan Basin in New Mexico," Mr. Flores added.  "Since most of the
Pogo assets are complementary to the profiles of the PXP assets,
with long production lives and low decline rates, PXP will now be
positioned to create one of the 'best-in-class' MLPs in the E&P
marketplace.  PXP has retained Lehman Brothers as financial
advisor to formalize the company's evaluation of a potential MLP
filing."

"This transaction represents a significant milestone in the proud
and productive 38-year history of Pogo Producing Company," Paul G.
Van Wagenen, chairman, president and chief executive officer of
Pogo, said.  "This transaction with Plains Exploration &
Production Company creates a combined company with impressive
financial and operational strength able to successfully capture
the best of opportunities in our industry.  We look forward to a
prosperous future of great accomplishments benefiting our
shareholders."

After the acquisition, pro forma PXP will have a proved reserve
base of approximately 635 million barrels of oil equivalent and a
total estimated reserve potential of 1.4 billion barrels of oil
equivalent.  At year-end 2006 pro forma for asset sales, Pogo
reported 219 million barrels of oil equivalent proven reserves.

                       Terms and Conditions

Under the terms of the definitive agreement, Pogo stockholders
have the right to elect to receive cash or stock, subject to
proration.  The transaction is expected to qualify as a tax-free
reorganization under Section 368(a) and is expected to be tax free
to Pogo stockholders.

The boards of both companies have unanimously approved the merger
agreement and each will recommend the transaction to their
respective stockholders for approval.  The transaction will remain
subject to stockholder approval from both companies and other
customary conditions.  

In addition, Pogo have entered into support agreements whereby
Paul G. Van Wagenen, chairman, president and chief executive
officer of Pogo and Third Point LLC have agreed to vote their
shares in Pogo in favor of the proposed transaction.  The
companies anticipate completing the transaction in the fourth
quarter of 2007.  

Post closing, it is anticipated that the PXP stockholders will own
approximately 66% of the combined company and Pogo stockholders
will own approximately 34% of the combined company.

Mr. Flores will remain the chairman, president and chief executive
officer and PXP's current executive staff Winston M. Talbert,
executive vice president & CFO, John F. Wombwell, executive vice
president and general counsel, and Doss R. Bourgeois, executive
vice president exploration & production, will continue in their
current capacities.  Two members of the Pogo board will join the
PXP Board at closing.

Lehman Brothers Inc. acted as financial advisor to PXP.  Goldman,
Sachs & Co. and TD Securities Inc., acted as financial advisor to
Pogo.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil  
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                      About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops   
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

                          *     *     *

As reported in the Troubled Company Reporter on May 31, 2007,
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on Pogo Producing Co. remains on CreditWatch with
developing implications following the company's announcement that
it is selling its Canadian oil- and gas-producing subsidiary for
$2 billion.


POLYPORE INTERNATIONAL: IPO Completion Cues S&P's Positive Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Charlotte, North Carolina-based Polypore International Inc. and
its subsidiary Polypore Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on both companies, including the
'B' corporate credit rating.
      
"The outlook revision reflects the completion of a $285 million
IPO, proceeds of which have been applied to debt reduction, and
the resulting improvement in credit protection measures," said
Standard & Poor's credit analyst Gregoire Buet.
     
The ratings continue to reflect Polypore's highly leveraged
financial risk profile, characterized by high, though reduced,
debt levels and weak credit metrics.  The company manufactures
microporous membranes for use in energy storage and separations
applications.
     
Polypore derives about 70% of revenues from separators for lead-
acid batteries used in transportation and industrial applications
as well as for disposable and rechargeable lithium batteries.  The
lead-acid market tends to be mature and stable, although growth
opportunities exist in emerging markets.  The lithium business
benefits from strong growth prospects, but can be volatile.  
Polypore's other business includes filtration membranes used by
makers of health-care, food and beverage, and industrial
separations equipment.


PRESIDENT CASINOS: Posts Net Loss of $354,000 in Qtr. Ended May 31
------------------------------------------------------------------
President Casinos Inc. reported a net loss of $354,000 for the
first quarter ended May 31, 2007, compared with a net loss of
$876,000 for the same period ended May 31, 2006.  

As of May 31, 2007, the company had sold its St. Louis and Biloxi
operations.  As such, revenues for the three-month period ended
May 31, 2006, are classified in discontinued operations.  There
were no operating revenues for the three-month period ended
May 31, 2007.

The decrease in net loss is primarily attributable to the
$319,000 decrease in the company's consolidated selling, general
and administrative expenses, a $57,000 increase in interest
income, and a $77,000 decrease in loss from discontinued
operations.  In addition, the company incurred no minority
interest expense during the three-month period ended May 31, 2007,
compared to $68,000 during the three-month period ended May 31,
2006.  

As of May 31, 2007, the company's balance sheet showed
$6.1 million in total assets, $4.2 million in total liabilities,
and $1.9 million in total stockholders' equity.

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?21a0

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 21, 2007,
Deloitte & Touche LLP, in St. Louis, Missouri, expressed
substantial doubt about President Casinos 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
recurring losses from continuing operations and absence of any
ongoing revenue producing activities.

                     About President Casinos

Headquartered in St. Louis, Mo., President Casinos Inc. --
http://www.presidentcasino.com/-- does not have significant   
operations.  Prior to Dec. 2006, it was engaged in the ownership
and operation of a dockside gaming casino in St. Louis, Missouri.  
President Casinos filed for chapter 11 protection on June 20, 2002
(Bankr. S.D. Miss. Case No. 02-53055).  On July 11, 2002,
substantially all of Debtor's other operating subsidiaries filed
for chapter 11 protection in the same Court.  The Honorable Judge
Edward Gaines ordered the transfer of President Casino's chapter
11 cases from Mississippi to Missouri.  The case was reopened on
Nov. 5, 2002 (Bankr. E.D. Mo. Case No. 02-53005).  Brian Wade
Hockett, Esq., at Hockett Thompson Coburn LLP, represents the
Debtors in their restructuring efforts.  David A. Warfield, Esq.,
at Blackwell Sanders Peper Martin LLP, represents the Official
Committee of Unsecured Creditors.  Thomas E. Patterson, Esq., and
Ronn S. Davids, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP and
E. Rebecca Case, Esq., and Howard S. Smotkin, Esq., at Stone,
Leyton & Gershman, P.C., represent the Official Committee of
Equity Security Holders.

The company's business activities currently consist of
managing its existing litigation matters, discharging its
liabilities and administering the bankruptcy reorganization plans
of its former Biloxi and St. Louis operations.


RENEWABLE RESOURCES: Case Summary & 22 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Renewable Resources, Inc.
        1801 Broadway, Suite 910
        Denver, CO 80202
        Tel: (303) 298-0041

Bankruptcy Case No.: 07-17680

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                  Case No.
       ------                                  --------
       Midway Landfill, Inc.                   07-17687
       Tire Recycling, Inc.                    07-17691

Chapter 11 Petition Date: July 17, 2007

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtors' Counsel: John C. Smiley, Esq.
                  Lindquist & Vennum PLLP
                  600 17th Street, Suite 1800-S
                  Denver, CO 80202
                  Tel: (303) 573-5900
                  Fax: (303) 573-1956

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Renewable Resources, Inc.'s Largest Unsecured Creditor:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Ron King                       Unsecured                $1,200,000
c/o John Rhea                  Convertible Note
26 West Dry Creek Circle
Suite 800
Littleton, CO 80120-4475

B. Midway Landfill, Inc.'s Largest Unsecured Creditor:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Tire Recycling, Inc.           Working Capital            $350,000
1801 Broadway, Suite 910       Advances
Denver, CO 80202

C. Tire Recycling, Inc.'s List of its 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
American Pride Coop.                                       $44,583
55 West Bromley Lane
Brighton, CO 80601

Air Liquide                                                $43,976
P.O. Box 95148
Chicago, IL 60694-5198

Prime Trailer Leasing                                      $42,437
P.O. Box 1129
Commerce City, CO 80222

Raytrans                                                   $32,542

Terra Firma                                                $24,462

Power Screening                                            $18,657

HO-AD Engineering                                          $17,654

Pinnacot Assurance Group                                   $13,454

Colorado Machinery                                         $12,408

Weld Co. Treasurer             Surcharge Fees              $12,116

Design Technology, Inc.        Expenses and                $11,250
                               Consulting Fee

Pulva                                                      $10,707

Green Bros. L.P.                                            $8,924
Gas & Oil Co.

First Ins. Funding Corp.       Hudson Site Bond             $8,017
                               Premium

Permalife Products, LLC                                     $6,799

Lawrence Lind, Attorneys                                    $6,576

Design Technology, Inc.        Expenses and                 $6,246
                               Consulting Fee

Bank of Colorado                                            $5,962

CW Mill Equipment                                           $5,138

Advanced Trailer Leasing                                    $3,351


RIVERDEEP INTERACTIVE: Moody's Reviews B3 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service placed the B3 corporate family rating
and all other ratings of Riverdeep Interactive Learning USA, Inc.
on review for possible downgrade following its announced plan to
acquire the Harcourt Education, Harcourt Trade and Greenwood-
Heinemann divisions of Reed Elsevier.

The review reflects Moody's concerns that the incremental debt and
costs to achieve synergies will delay the previously expected
decline in leverage.  Moody's review will focus on the pro forma
capital structure and the amount and likely timeframe for
achievement of synergies and subsequent decline in leverage.

A summary of Moody's actions are:

Riverdeep Interactive Learning USA, Inc

-- Corporate Family Rating, placed on review for possible
    downgrade, currently B3

-- Probability of Default Rating, placed on review for possible
    downgrade, currently B3

-- Senior Secured Bank Credit Facility, placed on review for   
    possible downgrade, currently B1

Riverdeep Interactive Learning USA, Inc. is one of the largest
U.S. educational publishers with revenues of about $1.4 billion
for the fiscal period ended Dec. 21, 2006, pro forma for the
acquisition of Houghton Mifflin.  The company is headquartered in
Dublin, Ireland.


ROBERT STONE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Robert L. Stone, II
        5732 South Blackstone
        Chicago, IL 60637

Bankruptcy Case No.: 07-11329

Chapter 11 Petition Date: June 25, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Robert A. Habib, Esq.
                  77 West Washington Street, Suite 411
                  Chicago, Il 60602
                  Tel: (312) 201-1421
                  Fax: (312) 673-2110

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


SCOTT HYMAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Scott J. Hyman
        212 Hemlock Shore Road
        Lakeville, MA 02347

Bankruptcy Case No.: 07-14415

Chapter 11 Petition Date: July 17, 2007

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Leonard Ullian, Esq.
                  Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Fax: (781) 848-0819

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Soundview Home Loan Trust 2007-OPT3 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate,
first lien, subprime residential mortgage loans originated by
Option One Mortgage Corporation.  The ratings are based primarily
on the credit quality of the loans and on the protection against
credit losses provided by subordination, overcollateralization,
and excess spread.  The ratings also benefit from an interest rate
swap and interest rate cap agreement provided by The Bank of New
York.  Moody's expects collateral losses to range from 5.45% to
5.95%.

Option One Mortgage Corporation will service the mortgage loans in
the transaction.  Moody's assigned Option One its servicer quality
rating of SQ2+ as a primary servicer of subprime residential
mortgage loans.

The complete rating actions are:

Soundview Home Loan Trust 2007-OPT3

Asset-Backed Certificates, Series 2007-OPT3

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


STONERIDGE INC: Moody's Rates New Senior Secured Term Loan at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Stoneridge,
Inc.'s new senior secured term loan.

In a related action, Moody's affirmed Stoneridge's Corporate
Family, B1; and Probability of Default Ratings, B1.  The rating
outlook is negative.

The ratings acknowledge the recent improvement in Stoneridge's
financial performance but also consider the potential for
variability in growth stemming from industry pressures in the
company's light vehicle segment and regulatory requirements for
OEMs in the company's commercial vehicle segment.  

During 2006 management responded to lower North American OEM
volumes and pricing pressures, and operational inefficiencies in
its Mexican and U.K operations with performance improvements,
continued movement of operations to lower cost countries, and
improved management of raw material requirements.  These actions
have resulted in improved operating performance over the prior
year and improving credit metrics.

However, consistent positive free cash flow generation may be
challenging in 2007 due to weaker demand trends and the timing of
payments to trade creditors which benefited 2006.  Nevertheless,
Moody's views the company's debt refinancing as a favorable
development which should position the company for improved
interest coverage in the near-term.

The negative outlook considers that while Stoneridge's performance
has improved since early 2006, the company's markets will continue
to be challenged by the volume demand impact of tighter emission
requirement in the commercial vehicle market in the near term and
ongoing pricing pressures.  The transaction extends the company's
debt maturity profile, should provide interest savings, and will
continue to provide adequate liquidity under new ABL revolving
facility.

These ratings were assigned:

-- $200 million guaranteed senior secured term loan B1 (LGD3,
    43%)

These ratings were affirmed:

-- B1 Corporate Family Rating;
-- B1 Probability of Default Rating

These ratings will be withdrawn upon their refinancing:

-- Ba1 (LGD2, 14) for the $100 million senior secured revolving
    credit due 04/08

-- B2 (LGD4, 67%) for the $200 million of Gtd. Sr Unsecured Notes
    due 05/12

The new $100 million ABL senior secured revolving credit facility
is not rated by Moody's.

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

For the last twelve months ended March 31, 2007, Stoneridge's
total debt/EBITDA leverage was about 3.5x, EBIT/interest coverage
was about 1.6x.  Free cash flow for the trailing twelve month
period ending March 31, 2007 was about positive $9 million.  At
March 31, 2007, the company maintained $54 million in cash and
about $97 million of unused capacity under its $100 million
revolving credit facility.  Availability under the new ABL senior
secured revolving credit is expected to be about $80 million based
on borrowing base availability.

Future events that could result in pressure on Stoneridge's
ratings include continued reductions in OEM production volumes in
either the light vehicle or commercial vehicle segments, rising
raw materials prices, continued operating inefficiencies despite
recent restructuring efforts, the inability to win new business
with sufficient margins to offset customer price concessions, or
inability to maintain an adequate liquidity profile.  
Consideration for lower ratings could arise if any combination of
these factors were to increase leverage over 5x or deterioration
in interest coverage falls below 1.5x.

Future events that could stablize Stoneridge's rating outlook
include the realization of incremental new business awards from
both domestic transplants and foreign OEMs that will serve to
diversify and globalize the customer base, rising average content
per vehicle, stabilized raw material costs resulting in increased
margins, and reduced financial leverage through application of
cash flow to permanent debt reduction.  Consideration for an
improved outlook could arise if any combination of these factors
were to reduce leverage consistently under 3.5x or increase
EBIT/interest coverage consistently approaching 2x.

Stoneridge, Inc., headquartered in Warren, Ohio, is a leading
independent designer and manufacturer of highly engineered
electrical and electronic components, modules and systems for the

   i. automotive and light truck,

  ii. medium and heavy-duty truck and

iii. agricultural and off-road vehicle markets. The company's
      products interface with a vehicle's mechanical and
      electrical systems to activate equipment and accessories,
      display and monitor vehicle performance, and control and   
      distribute electrical power and signals.

Stoneridge's products improve the performance; safety;
convenience; and environmental monitoring of its customers'
vehicles.  Annual revenues about $714 million.


TANAMI TRADING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tanami Trading Corporation
        4805 Farm Lane
        Pine Bluff, AR 71603

Bankruptcy Case No.: 07-13783

Type of Business: The Debtor specializes in refrigerated transport
                  in Arkansas, Tennessee, and Mississippi to the
                  West Coast and North West.
                  See http://www.leftlaneexpress.net/

Chapter 11 Petition Date: July 16, 2007

Court: Eastern District of Arkansas (Pine Bluff)

Debtor's Counsel: Basil V. Hicks, Jr., Esq.
                  P.O. Box 5670
                  North Little Rock, AR 72119-5670
                  Tel: (501) 301-7700
                  Fax: (501) 301-7999

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
   ------                      ---------------        ------------
Wells Fargo Equipment          2x2007 Peterbilt           $207,000
Finance                        Trucks                     Secured:
Northwest 8178                                            $200,000
P.O. Box 1450
Minneapolis, MN 55485

MHC Financial Services, Inc.   2007 Kenworth Truck        $105,250
P.O. Box 412852                                           Secured:
Kansas City, MO 64141                                     $100,000

Navistar Financial Corp.       2x2007 Great               $100,000
P.O. Box 4024                  Dane Trailers              Secured:    
Schaumburg, IL 60168                                       $81,000
                                                   
Bank of Star City              2006 Kenworth Truck         $88,500

Pilot Travel Centers, LLC                                  $61,998

MHC Kenworth                                               $15,674

Bank of America                Credit Card Purchases       $17,388

AON Truck Group                                            $17,255

Internal Revenue Service       2290 Taxes                  $10,450

Knox Nelson Oil Co.                                         $9,675

Qualcomm, Inc.                                              $8,435

Wingfoot Commercial Tires                                   $7,339

American International Cos.                                 $6,782

Transamerican Tire                                          $6,534

Newton, Owen, Boyd & Smoke                                  $6,520

MHC Carrier/Transicod                                       $6,071

Mileage Masters                                             $5,778

Roberts Brothers Tire Service                               $5,372
Accounts Receivable

State of New Mexico            Fuel Tax - Second Qtr        $3,855
Taxation & Revenue Motor       Due 7/30/2007

Express Premium Finance Co.                                 $3,099


TD BANK: Confirms Underwriting $3.3 Bil. Facility for BCE Buyers
----------------------------------------------------------------
TD Bank Financial Group confirmed that it has underwritten
$3.3 billion of a $34.3 billion credit facility and provided a
$500 million equity bridge facility to a group of institutional
investors led by Ontario Teachers' Pension Plan Board in support
of their bid to acquire BCE Inc.

While these commitments are large, they were entered into
following the Bank's normal credit processes and are within the
risk tolerances provided for in the Bank's risk management
framework.

In the ordinary course, the Bank would expect to syndicate these
commitments among other financial institutions and investors.

                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 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.

                          About TD Bank

The Toronto-Dominion Bank (TSE; NYSE; Tokyo Stock Exchange: TD) -
http://www.td.com/-- and its subsidiaries are collectively known  
as TD Bank Financial Group.  TD Bank Financial Group serves more
than 14 million customers in four key businesses operating in a
number of locations in key financial centres around the globe:
Canadian Personal and Commercial Banking, including TD Canada
Trust; Wealth Management, including TD Waterhouse and an
investment in TD Ameritrade; U.S. Personal and Commercial Banking
through TD Banknorth; and Wholesale Banking, including TD
Securities.  TD Bank Financial Group also has more than
4.5 million on-line customers.  The Bank had $397 billion in
assets as of April 30, 2007.

                     About TD Banknorth Inc.

Headquartered in Portland, Maine, TD Banknorth Inc. --
http://www.TDBanknorth.com/-- is a banking and financial services   
company and an indirect wholly owned subsidiary of TD Bank
headquartered in Toronto, Canada.  TD Banknorth's banking
subsidiary, TD Banknorth N.A., operates in Connecticut, Maine,
Massachusetts, New Hampshire New Jersey, New York, Pennsylvania
and Vermont.  TD Banknorth and TD Banknorth N.A. also operate
subsidiaries and divisions in insurance, wealth management,
merchant services, mortgage banking, government banking, private
label credit cards, insurance premium financing and other
financial services and offers investment products in association
with PrimeVest Financial Services Inc.

                           *     *     *

As reported in the Troubled Company Reporter on April 24, 2007,
Fitch Ratings affirmed TD Banknorth Inc.'s individual rating at
'B'.


TEREX CORP: Stockholders OK Issuance of Additional Shares of Stock
------------------------------------------------------------------
Terex Corporation stockholders have approved an amendment to the
company's Certificate of Incorporation, increasing the number of
shares of common stock that the company is authorized to issue by
150,000,000.  The authorization amendment was approved at a
Special Meeting of Stockholders held at the company's
headquarters.

The company now has 300,000,000 authorized shares of common stock.

"T[he] stockholder approval provides Terex with the flexibility we
may need going forward in connection with possible future stock
splits, financing transactions, acquisitions of other companies or
business properties, employee benefit plans and other corporate
purposes," said Ronald M. DeFeo, chairman and chief executive
officer.

Headquartered in Westport, Connecticut, Terex Corporation
(NYSE:TEX) - http://www.terex.com/-- manufactures a broad range  
of equipment for use in various industries, including the
construction, infrastructure, quarrying, surface mining, shipping,
transportation, refining, and utility industries.  Terex offers a
complete line of financial products and services to assist in the
acquisition of Terex equipment through Terex Financial Services.
The company operates in five business segments: Aerial Work
Platforms, Construction, Cranes, Materials Processing & Mining,
and Roadbuilding, Utility Products and Other.  

                           *     *     *

Moody's Investor Services rated Terex Corporation's long term
corporate family rating and probability of default rating a Ba3 on
September 2006.  The outlook is stable.


TCGC LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: TCGC, LLC
        dba Thornberry Creek Golf Club
        P.O. Box 12721
        Green Bay, WI 54307-2721

Bankruptcy Case No.: 07-25404

Type of Business: The Debtor operates a golf course and country
                  club in Northeastern Wisconsin.
                  See http://www.thornberrycreekcc.net/

Chapter 11 Petition Date: July 16, 2007

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Paul G. Swanson, Esq.
                  Steinhilber, Swanson, Mares, Marone & McDermott
                  107 Church Avenue
                  P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: (920) 426-0456
                  Fax: (920) 426-5530

Total Assets: $17,792,813

Total Debts:  $16,879,672

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Internal Revenue Service       Notice Only              $1,014,219
1920 Libal Street
MS 5224 GRB
Green Bay, WI 54301

Reinhart Food Service          Goods & Services            $77,024
1600 East Richmond Street
P.O. Box 556
Shawano, WI 54166-0556

Wisconsin Public Service       Goods & Services            $69,177
P.O. Box 19003
Green Bay, WI 54307-9003

Godfrey & Kahn SC              Legal Services              $67,220

F. Paul Jensen                 Money Judgment              $55,773

Hockers Brick and              Goods & Services            $43,775
Tile Co., Inc.

S&K Accounting & Tax Service   Goods & Services            $33,418

LESCO                          Goods & Services            $17,550

MCC, Inc.                      Goods & Services            $17,479

Dierks Waukesha                Goods & Services            $10,192

Pepsi-Cola of NEW, Inc.        Goods & Services            $10,134

Triangle Distributing          Goods & Services             $7,133
Company, Inc.

Pasture to Plate               Goods & Services             $6,744

Schuh Construction, Inc.       Goods & Services             $6,615

Cumulus Broadcasting           Goods & Services             $6,600

Badger Liquor Co., Inc.        Goods & Services             $5,979

Angela Kane and Bennett Notz   Function Deposit             $5,500

Dean Distributing              Goods & Services             $5,545

Reinders, Inc.                 Goods & Services             $5,528

Danielle Mason and             Function Deposit             $5,500
Justin Riebe


TRIAD HOSPITALS: Fitch Lowers Issuer Default Rating to B from BB-
-----------------------------------------------------------------
Fitch Ratings has downgraded Triad Hospitals, Inc.'s Issuer
Default Rating to 'B' from 'BB-', with a Stable Outlook, and
removed it from Rating Watch Negative, where it was originally
placed on Feb. 5, 2007.  In addition, Fitch simultaneously
withdraws the IDR rating. Fitch also withdraws these ratings:

  -- Secured bank facility 'BB+', as it will be replaced with
     a new facility of the combined firm;
  -- Senior unsecured notes, as they will be redeemed;
  -- Senior subordinated notes, as they will be redeemed.

These actions were taken as a result of the nearly completed
acquisition of Triad by Community Health Systems, Inc. Triad's
obligations will be terminated in conjunction with the
acquisition.  Triad is not expected to issue its own debt in the
future.


UNED ASSOCIATES: Judge Glenn Confirms Ch. 11 Plan of Liquidation
----------------------------------------------------------------
The Honorable Martin Glenn of U.S. Bankruptcy Court for the
Southern District of New York confirmed Uned Associates LLC's
Chapter 11 Plan of Liquidation.

                       Treatment of Claims

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

Secured Mortgage Claim of M&T Bank has been paid under the sale
order, subject to the Debtor's reservation to contest interest at
the post maturity default rate and certain aspect of the Bank's
requested attorney's fees.

Unsecured General Claims will be paid in full with appropriate
interest.  The Debtor's remaining prepetition debt is comprised
of unsecured loan owed to M&T Bank in the principal sum of
$7,433,817, plus claims of private investors, and various
prepetition professionals and insiders.

Holders of Equity Interests will retain their interest and receive
all remaining surplus from the Debtor's available cash.

Headquartered in New York, Uned Associates LLC owns real property
at 211 East 51st Street in New York.  The Company filed for
Chapter 11 protection on Feb. 20, 2007 (Bankr. S.D.N.Y. Case No.:
07-10412).  Kevin J. Nash, Esq., and J. Ted Donovan, Esq., at
Finkel Goldstein Rosenbloom Nash, LLP, represent the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date on this case.  When the
Debtors filed for bankruptcy, it listed total assets of
$40,079,435 and total debts of $22,456,923.


UNICO INC: May 31 Balance Sheet Upside-down by $2.7 Million
-----------------------------------------------------------
Unico Inc.'s consolidated balance sheet at May 31, 2007, showed
$4.8 million in total assets and $7.5 million in total
liabilities, resulting in a $2.7 million total stockholders'
deficit.  

The company's consolidated balance sheet at May 31, 2007, also
showed strained liquidity with $1.0 million in total current
assets available to pay $7.5 million in total current liabilities.

The company reported a net loss of $5.3 million for the first
quarter ended May 31, 2007, compared with a net loss of
$6.7 million for the same period ended May 31, 2006.  The company
reported zero revenues in both periods.

The decrease in net loss is mainly due to a $1.1 million decrease
in loss on settlement of debt and a $323,777 decrease in
derivative loss on debentures.

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?219c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2007, HJ
Associates & Consultants LLP, in Salt Lake City, expressed
substantial doubt about Unico Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the years ended Feb. 28, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and stockholders' deficit.

                         About Unico Inc.

Based in San Diego, Calif., Unico Inc. (OTC BB: UCOI.OB) --
http://www.unicomining.com/-- explores, develops, and produces  
precious metals, primarily gold, silver, lead, zinc, and copper
concentrates.  Its mining properties include Deer Trail Mine,
Bromide Basin Mine, and Silver Bell Mine.  The company, formerly
known as Red Rock Mining Co. Incorporated., was founded in 1966
and changed its name to Industries International Incorporated.
Subsequently, the company changed its name to I.I. Incorporated
and to Unico Incorporated in 1979.


UNITED REFINING: Earns $32.4 Million in Third Qtr. Ended May 31
---------------------------------------------------------------
United Refining Company reported net income for the three months
ended May 31, 2007, and 2006 was $32.4 million and $42.3 million
respectively.  This was a decrease of $9.9 million from the prior
year quarter.  Net income for the nine months ended May 31, 2007
and 2006 was $28.5 million and $45.8 million respectively.  This
was a decrease of $17.3 million from the prior nine month period.

Net sales for the three months ended May 31, 2007, and 2006 were
$587.3 million and $613 million, respectively. This was a decrease
of $25.7 million from the prior year quarter.  Net sales for the
nine months ended May 31, 2007, and 2006 were $1.6 billion and
$1.7 billion, respectively, which was a decrease of
$28.7 million from the prior year period.

Operating income for the three months ended May 31, 2007, and 2006
were $61.4 million and $79.1 million, respectively.  This was a
decrease of $17.7 million from the prior year quarter.  Operating
income for the nine months ended May 31, 2007, and 2006 were
$66.8 million and $96.3 million, respectively.  This was a
decrease of $29.5 million from the prior year period.

During the fiscal quarter, the company successfully completed its
refinery maintenance turnaround of the crude unit which is
regularly scheduled about every 48 months.  In addition to normal
maintenance work, the company upgraded the crude unit and related
units to allow them to meet the 30 ppm low sulfur gasoline
requirement of the federal Clean Air Act which is effective
Jan. 1, 2008.  The company now has the ability to process 70,000
barrels per day "bpd" of crude instead of the previous 65,000 bpd
capacity.  The upgrade also allows the company to run up to 80% of
its crude slate as heavy, sour crude.

The refinery turnaround was for a 31 day period from March 18 to
April 17.  Due to the turnaround, crude throughput decreased
17,400 bpd to 44,400 bpd from 61,800 bpd for the three months
ended May 31, 2007, and 2006, respectively.  Cumulatively, crude
throughput decreased 5,800 bpd to 59,300 bpd from 65,100 bpd for
the nine months ended May 31, 2007, and 2006, respectively.  This
reduced crude throughput impacted refined product production and
consequently affected wholesale sales volumes, operating income
and net income for both the three months and nine months ended
May 31, 2007.

As of May 31, 2007, the company posted total assets of
$653.3 million, total liabilities of $542 million, and total
stockholders' equity of $111.3 million.

Cash, cash equivalents and working capital at May 31, 2007, were
$164.7 million and $277.2 million, respectively.  Debt at May 31,
2007, totaled $359.4 million.

A full-text copy of the company's third quarter report is
available for free at http://ResearchArchives.com/t/s?219d

                      About United Refining

United Refining Company -- http://www.urc.com/-- is an  
independent refiner and marketer of petroleum products.  The
company fuel cars, trucks, airplanes and farm and construction
equipment, as well as the homes and industries.  The company's
market includes Pennsylvania and portions of New York and Ohio.

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Moody's assigned a B3 rating to United Refining Company's proposed
$100 million senior unsecured notes offering.  Simultaneously,
Moody's affirmed the B3 corporate family rating, the B3
Probability of Default rating, and upgraded the ratings on
the existing notes to B3 (LGD 4, 58%) from Caa1 (LGD 4, 61%).

At the same time, Standard & Poor's Ratings Services raised its
corporate credit rating and senior unsecured ratings on petroleum
refiner and marketer United Refining Co. to 'B' from 'B-',
reflecting United's improved liquidity and financial strength,
supported by the solid near-term outlook for refining
margins.  Also, Standard & Poor's assigned its 'B' senior
unsecured rating to the proposed $100 million add-on to United's
existing senior notes due 2012.  The outlook is stable.


VALCOM INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Valcom Inc.
        2525 North Naomi Street
        Burbank, CA 91504

Bankruptcy Case No.: 07-15984

Type of Business: The Debtor leases sound and production stages
                  and produces film and TV programs.
                  See http://www.valcom.com/

Chapter 11 Petition Date: July 16, 2007

Court: Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Joseph L. Pittera, Esq.
                  2214 Torrance Boulevard, Suite 101
                  Torrance, CA 90501
                  Tel: (310) 787-7040

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
   ------                      ---------------      ------------
ICAG, Inc.                     Loan to Company          $434,000
c/o Richard Shintaku
32 Fox Trace Court
Henderson, NV 89074

Vince & Teresa Vellardita      Loan to Company          $341,729
24612 Brighton Drive
Unit B
Valencia, CA 91355

John M. Fife                   Loan                     $144,673
303 West Wacker Drive
Suite 311
Chicago, IL 60601

Ira Gains                      Loan to Company          $100,000

Bonnie Nelson                  Legal Settlement          $80,000

Jeff Kutash Productions        Judgment                  $60,000

Certified Fire                                           $42,950
Protection, Inc.                          

Rexford Industrial Realty                                $38,461
& Management

RCH Film Finance, LLC                                    $12,500

Burbank Water & Power          Gas Bill                  $12,074

Frank O'Donnell                Loan                      $10,000

Law Offices of Paul            Legal Fees                 $9,346
Beechen, Inc.

Media Distributors                                        $7,779

Digital Cut Post, Inc.                                    $7,620

JR Lighting, Inc.              Lighting                   $6,182

Magellan Financial Media                                  $5,000

Dave Kingsbury                 Contract Labor             $3,184

AT & T Payment Center          Telephone Bill             $3,144

Certified Service                                         $2,350

EDGAR Filings, Ltd.                                       $2,295


VENOCO INC: Underwriters Purchase Additional 465,000 Shares
-----------------------------------------------------------
Venoco Inc. said that the underwriters of its recent public common
stock offering have purchased an additional 465,000 shares of the
company's common stock pursuant to their over-allotment option.
The proceeds to Venoco of the over-allotment option exercise were

About $8.2 million, net of underwriting discounts, commissions and
estimated costs associated with the transaction.

Including shares sold pursuant to the over-allotment option
exercise, Venoco sold 6,565,000 shares of common stock in the
offering at a price to the public of $18.50 per share.  Venoco
intends to use the net proceeds from the offering to reduce
outstanding indebtedness under its revolving credit facility and
to fund capital expenditures.

Credit Suisse Securities (USA) LLC and Lehman Brothers Inc. acted
as joint book-running managers for the offering.  The offering was
made by means of a prospectus and a related prospectus supplement,
copies of which may be obtained from the offices of:

          Credit Suisse Securities (USA) LLC
          Prospectus Department
          One Madison Avenue
          New York, NY 10010
          Telephone: 1-800-221-1037

                     or

          Lehman Brothers
          c/o Broadridge Prospectus Fulfillment
          1155 Long Island Avenue
          Edgewood, NY 11717
          Fax: (631) 254-7140
          http://broadridge.com/

An electronic copy of the prospectus will be available on the
website of the Securities and Exchange Commission at
http://www.sec.gov

                         About Venoco Inc.

Headquartered in Denver, Colorado, Venoco Inc.  (NYSE: VQ) --
http://www.venocoinc.com/--is an independent energy company    
primarily engaged in the acquisition, exploitation and development
of oil and natural gas properties in California and Texas.  It has
regional headquarters in Carpinteria, California and in Houston,
Texas.  Venoco operates three offshore platforms in the Santa
Barbara Channel, has non-operating interests in three other
platforms, and also operates two onshore properties in Southern
California, approximately 250 natural gas wells in Northern
California and more than 100 wells in Texas.

                           *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service assigned a Caa1, LGD 4 (61%) rating to
Venoco, Inc.'s proposed $500 million second lien term loan
facility.  At the same time, Moody's affirmed Venoco's B3
corporate family rating, B3 probability-of-default rating, Caa1,
LGD 4 (61%, changed from 64%) senior note rating, and SGL-3
speculative grade liquidity rating.  The rating outlook remains
negative.

At the same time, Standard & Poor's Ratings Services raised the
corporate credit rating on independent exploration and production
company Venoco Inc. to 'B' from 'B-'.  In addition, a 'B-' issue
rating and '3' recovery rating (indicating the expectation of
meaningful (50%-80%) recovery of principal in the event of a
payment default) were assigned to Venoco's proposed $500 million
second-lien term loan facility.  Venoco's existing $150 million
senior notes were affirmed at 'B-' and assigned a '3' recovery
rating.


WESTAR ENERGY: Completes Sale of 3.7 Mil. Shares for $100 Million
-----------------------------------------------------------------
Westar Energy Inc. completed the sale of 3,701,568 shares of the
company's common stock for $100 million, before placement fees of
1%.

Utilizing a Sales Agency Finance Agreement with BNY Capital
Markets Inc. executed on April 12, 2007, the company sold shares
periodically into the market at an average price per share of
$27.02.

Proceeds from the sales have been used to repay borrowings under
the company's revolving credit facility, fund the company's
construction program and for general corporate purposes.

"We are on the front edge of our largest construction program in
30 years as we make improvements and plant additions necessary to
serve our customers.  The sale of common stock as a component of
funding these investments is consistent with our strategy of
targeting a balanced capital structure of about 50 percent equity
and 50 percent long-term debt," Mark Ruelle, executive vice
president and chief financial officer, said.

"We are pleased with the performance of this program, as we
believe it provides us cost-effective and timely access to equity
capital markets, reducing the amount of equity we will need to
raise in the future."

                        About Westar Energy

Westar Energy, Inc. (NYSE: WR) -- http://www.westarenergy.com/--   
is an electric utility in Kansas, providing electric service to
about 669,000 customers in the state.  Westar Energy has about
6,100 megawatts of electric generation capacity and operates and
coordinates approximately 33,000 miles of electric distribution
and transmission lines.
                          *     *     *

As reported in the Troubled Company Reporter on June 14, 2007,
Fitch has placed the long term ratings of Westar Energy Inc., and
subsidiary Kansas Gas & Electric on Rating Watch Positive.
Approximately $2 billion of long-term debt (including off balance
sheet obligations) is affected by the rating action.  WR and
KG&E's long-term ratings are summarized below.  WR and KG&E's
short-term 'F3' ratings are unaffected by the rating action.


WHISTLER LAGOON: Wants Chapter 11 Case Dismissed
------------------------------------------------
Whistler Lagoon LLLC asks the United States Bankruptcy Court for
the District of Maryland to dismiss its chapter 11 bankruptcy
proceedings.

Robert K. McIntosh, Esq., at McIntosh & Schanno, P.A., states
that the Debtor's real estate has been sold at a foreclosure
sale leaving the Debtor with no further assets since Jan. 29,
2007.  The Debtor's request for dismissal, Mr. McIntosh added,
is made in good faith and not for the purpose of delay.

Headquartered in Ocean City, Maryland, Whistler Lagoon LLC
is a real estate developer.  The company filed for Chapter 11
protection on Jan. 22, 2007 (Bankr. MD. Case No.: 07-10627).  
Robert Keith McIntosh, Esq., at McIntosh and Schanno P.A.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has bee appointed to date on this
case.  When the Debtor filed for bankruptcy, it listed assets at
$22,514,000 and debts at $21,054,544.


WHOLE FOODS: Board Initiates Inquiry on CEO Online Postings
-----------------------------------------------------------
Whole Foods' Chief Executive Officer John Mackey has apologized on
Tuesday to shareholders regarding his anonymous postings in
Internet message boards, various sources say.

As reported in the Troubled Company Reporter on July 17, 2007,
the U.S. Securities and Exchange Commission is initiating an
informal query on Mr. Mackey's alleged postings.

Mr. Mackey, using the name "rahodeb," has been praising the
performance of his company that contradicted past public
statements.  The SEC is reviewing whether Mr. Mackey's posts were
misleading.

               Internal Board Investigation

In addition, the Board of Directors of Whole Foods Market Inc. has
formed a Special Committee to conduct an independent internal
investigation into online financial message board postings related
to Whole Foods Market and Wild Oats Markets.

The Special Committee has retained of the firm of Munger, Tolles &
Olson LLP to advise it during its investigation.

The Board will refrain from comment until the internal
investigation is completed.

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.


ZAPPALA FARMS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Zappala Farms LLC
        11404 Schuler Road
        Cato, NY 13033

Bankruptcy Case No.: 07-31842

Type of Business: The Debtor operates farms & ranches.

Chapter 11 Petition Date: July 16, 2007

Court: Northern District of New York (Syracuse)

Debtor's Counsel: Charles J. Sullivan, Esq.
                  Bond, Schoeneck & King, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8144
                  Fax: (315) 218-8100

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
   ------                        ---------------      ------------
UAP Northeast                    Trade Debt               $474,279
7251 West 4th Street
Greely, CO 80634

Stokes Seeds, Inc.               Trade Debt               $238,876
P.O. Box 548
Buffalo, NY 14240-0548

Suburban Propane                 Trade Debt               $106,954
516 Marshall Road
Waterloo, NY 13165

Metlife                          Insurance Payments        $75,490

Jerry W. O'Connell               Promissory Note           $75,000

EFTPS Payroll Tax Transfers      SS/Medicare               $69,893

Griffith Energy, Inc.            Trade Debt                $59,001

Cel Packing, Inc.                Trade Debt                $52,200

Southern Container Corp.         Guaranty                  $47,855

Frazier Melon Company            Trade Debt                $46,389

Suburban Energy Services         Services Provided         $45,649

British Airways/Bank One         Credit Card Purchases     $26,340

Siegers Seed Company             Trade Debt                $22,632

AT&T Universal Card              Credit Card Purchases     $21,255

Paura Farms Ltd.                 Lease Payment Arrears     $20,100

Capital One F.S.B.               Credit Card Purchases     $19,287

Green & Seifter                  Servicers provided        $18,636

Artic Refrigeration Co.          Trade Debt                $17,254

Kinney's Brokerage, Inc.         Trade Debt                $13,024

CNH Capital                      Credit Card Purchases     $12,928


* Moody's Upgrades Ratings on 55 Jumbo Prime RMBS
-------------------------------------------------
Moody's Investors Service upgraded 171 tranches from 55 jumbo
prime residential mortgage backed securitizations.

The rating actions follow Moody's review of jumbo prime RMBS deals
issued from 2003 through 2005, with pool factors lower than 45% as
of July 2007.  To date Moody's has not taken any positive
performance related rating actions on the 2006 jumbo prime vintage
since these transactions have pool factors exceeding 45%.

Although the property market weakened in the past year, and
refinancing opportunities have lessened, the jumbo RMBS
securitization market experienced strong continued performance for
a number of reasons, including that:

-- Many pools have experienced very low or even no losses to
    date; and

-- Many pools have experienced high prepayment rates to date.

In the virtually standard jumbo RMBS shifting-interest structure,
prepayment principal is allocated to senior tranches for the first
5 years, which results in increasing senior tranche credit
enhancement levels.  High prepayment rates can also reduce
cumulative projected losses, as loans that might otherwise default
in later years are prepaid.

Moody's noted that prepayment rates, although high, have begun to
slow, specifically in deals issued in 2003 and early 2004.
Relatively slower prepayment rates, as well as increasing
proportions of interest-only, option ARM and negative amortization
loans in more recent adjustable rate vintages, have contributed to
a decrease in the volume of upgrades relative to Moody's prior
jumbo prime RMBS reviews in 2003, 2004 and 2005. Although current
performance remains strong, there may be an increased risk to such
pools once the interest-only and option ARM loans begin to
amortize, potentially causing payment shock to the borrowers.

Moody's will continue to monitor the tail end risk of these
transactions as some subordinated tranches receive their share of
principal payments, thereby eroding the total protection available
to the more senior classes.  Moody's will also continue to monitor
the behavior of interest-only loans, option ARMs and negative
amortization loans.


The complete rating actions are:

ABN AMRO 2003-4

-- Class B-1, Upgrade from Aa2 to Aaa

ABN AMRO 2003-4

-- Class B-2, Upgrade from A2 to Aa3

Banc of America Mortgage 2003-2 Trust

-- Class B-3, Upgrade from Aa3 to Aa2

Banc of America Mortgage 2003-2 Trust

-- Class B-4, Upgrade from Baa1 to A3

Banc of America Mortgage 2003-J Trust

-- Class 1-A-3, Upgrade from Aa1 to Aaa

Banc of America Mortgage 2003-J Trust

-- Class B-2, Upgrade from A2 to Aa3

Banc of America Mortgage 2003-J Trust

-- Class B-3, Upgrade from Baa2 to A3

Banc of America Mortgage 2003-J Trust

-- Class B-4, Upgrade from Ba3 to Baa3

Banc of America Mortgage 2003-K Trust

-- Class B-1, Upgrade from Aa2 to Aaa

Banc of America Mortgage 2003-K Trust

-- Class B-2, Upgrade from A2 to Aa3

Banc of America Mortgage 2003-K Trust

-- Class B-3, Upgrade from Baa2 to A3

Banc of America Mortgage 2003-K Trust

-- Class B-4, Upgrade from Ba2 to Baa2

Banc of America Mortgage 2003-K Trust

-- Class B-5, Upgrade from B2 to B1

Bears Stearns 2003-6

-- Class I-B-1, Upgrade from Aa1 to Aaa

Bears Stearns 2003-8

-- Class B-1, Upgrade from Aa2 to Aaa

Bears Stearns 2003-8

-- Class B-2, Upgrade from A2 to Aa3

Bears Stearns 2003-8

-- Class B-3, Upgrade from Baa2 to Baa1

Bears Stearns 2003-8

-- Class B-4, Upgrade from Ba2 to Ba1

Bears Stearns 2004-1

-- Class II-B-1, Upgrade from Aa2 to Aaa

Bears Stearns 2004-1

-- Class II-B-2, Upgrade from A2 to Aa3

Bears Stearns 2004-2

-- Class II-B-1, Upgrade from Aa2 to Aaa

Bears Stearns 2004-2

-- Class II-B-2, Upgrade from A2 to Aa2

Bears Stearns 2004-2

-- Class II-B-3, Upgrade from Baa2 to A2

Chase Mortgage Finance Trust 2003-S15

-- Class M, Upgrade from Aa2 to Aaa

Chase Mortgage Finance Trust 2003-S15

-- Class B-1, Upgrade from A2 to Aa2

Chase Mortgage Finance Trust 2003-S15

-- Class B-2, Upgrade from Baa2 to A2

Chase Mortgage Finance Trust 2003-S15

-- Class B-3, Upgrade from Ba2 to Baa2

Chevy Chase Funding 2003-3

-- Class B-1, Upgrade from Aa2 to Aa1

Chevy Chase Funding 2003-3

-- Class B-2, Upgrade from A2 to A1

Chevy Chase Funding 2003-3

-- Class B-3, Upgrade from Baa2 to Baa1

Chevy Chase Funding 2004-1

-- Class B-2, Upgrade from Aa2 to Aaa

Chevy Chase Funding 2004-1

-- Class B-3, Upgrade from A2 to Aa2

Chevy Chase Funding 2004-1

-- Class B-4, Upgrade from Baa2 to A3

Chevy Chase Funding 2004-1

-- Class B-5, Upgrade from Ba3 to Ba1

Chevy Chase Funding 2004-2

-- Class B-1, Upgrade from Aa2 to Aaa

Chevy Chase Funding 2004-2

Class B-2, Upgrade from A2 to Aa2

Chevy Chase Funding 2004-2

Class B-3, Upgrade from Baa2 to A2

Chevy Chase Funding 2004-2

Class B-4, Upgrade from Ba2 to Baa2

Chevy Chase Funding 2004-2

-- Class B-5, Upgrade from B2 to Ba2

Chevy Chase Funding 2004-3

-- Class B-1, Upgrade from Aa2 to Aa1

Chevy Chase Funding 2004-3

-- Class B-2, Upgrade from A2 to A1

Chevy Chase Funding 2004-3

-- Class B-3, Upgrade from Baa2 to A2

Chevy Chase Funding 2004-3

-- Class B-4, Upgrade from Ba2 to Ba1

Chevy Chase Funding 2004-3

-- Class B-5, Upgrade from B2 to B1

Chevy Chase Funding 2004-A

-- Class B-1, Upgrade from Aa2 to Aaa

Chevy Chase Funding 2004-A

-- Class B-2, Upgrade from A2 to Aa2

Chevy Chase Funding 2004-A

-- Class B-3, Upgrade from Baa2 to A2

Chevy Chase Funding 2004-A

-- Class B-4, Upgrade from Ba2 to Baa2

Chevy Chase Funding 2004-A

-- Class B-5, Upgrade from B2 to Ba2

Chevy Chase Funding 2004-B

-- Class B-1, Upgrade from Aa2 to Aaa

Chevy Chase Funding 2004-B

-- Class B-2, Upgrade from A2 to Aa2

Chevy Chase Funding 2004-B

-- Class B-3, Upgrade from Baa2 to A2

Chevy Chase Funding 2004-B

-- Class B-4, Upgrade from Ba2 to Baa2

Chevy Chase Funding 2004-B

-- Class B-5, Upgrade from B2 to Ba2

Chevy Chase Funding 2005-2

-- Class B-3, Upgrade from Baa2 to A3

Chevy Chase Funding 2005-A

-- Class B-1, Upgrade from Aa2 to Aaa

Chevy Chase Funding 2005-A

-- Class B-1I, Upgrade from Aa2 to Aaa

Chevy Chase Funding 2005-A

-- Class B-1NA, Upgrade from Aa2 to Aaa

Chevy Chase Funding 2005-A

-- Class B-2, Upgrade from A2 to Aa2

Chevy Chase Funding 2005-A

-- Class B-2I, Upgrade from A2 to Aa2

Chevy Chase Funding 2005-A

-- Class B-2NA, Upgrade from A2 to Aa2

Chevy Chase Funding 2005-A

-- Class B-3, Upgrade from Baa2 to A2

Chevy Chase Funding 2005-A

-- Class B-4, Upgrade from Ba2 to Baa2

Chevy Chase Funding 2005-A

-- Class B-5, Upgrade from B2 to Ba2

CHL Mortgage 2003-60

-- Class B-1, Upgrade from Aa2 to Aa1

CHL Mortgage 2004-1

-- Class A-4, Upgrade from Aa1 to Aaa

CHL Mortgage 2004-1

-- Class A-5, Upgrade from Aa1 to Aaa

CHL Mortgage 2004-12

-- Class 16-A-2, Upgrade from Aa1 to Aaa

CHL Mortgage 2004-12

-- Class II-B-2, Upgrade from Baa2 to Baa1

CHL Mortgage 2004-19

-- Class A-15, Upgrade from Aa1 to Aaa

CHL Mortgage 2004-3

-- Class A-25, Upgrade from Aa1 to Aaa

CHL Mortgage 2004-7

-- Class II-B-2, Upgrade from Baa2 to Baa1

CHL Mortgage 2004-7

-- Class II-B-4, Upgrade from B2 to Ba3

Citicorp Mtg Sec Inc 2003-2

-- Class B-2, Upgrade from Aa2 to Aaa

Citicorp Mtg Sec Inc 2003-2

-- Class B-3, Upgrade from A2 to Aa2

CWMBS 2004-HYB2

-- Class M Upgrade from Aa2 to Aaa

CWMBS 2004-HYB2

-- Class B-1, Upgrade from A2 to Aa2

CWMBS 2004-HYB2

-- Class B-2, Upgrade from Baa2 to A2

First Horizon 2004-FL1

-- Class B-2, Upgrade from Aa2 to Aa1

First Horizon 2004-FL1

-- Class B-4, Upgrade from Baa2 to A3

First Horizon 2004-FL1

-- Class B-5, Upgrade from Ba2 to Ba1

GMACM 2003-AR1

-- Class M-1, Upgrade from Aa2 to Aaa

GMACM 2003-AR1

-- Class M-2, Upgrade from A2 to A1

GSR Mortgage 2004-12

-- Class 1B2, Upgrade from A2 to A1

GSR Mortgage 2004-12

-- Class 1B3, Upgrade from Baa2 to Baa1

GSR Mortgage 2004-5

-- Class 1A2, Upgrade from Aa1 to Aaa

MASTR Asset Securitization Trust 2003-4

-- Class 6-B-3, Upgrade from A3 to A2

Merrill 2003-B

-- Class B-4, Upgrade from Baa2 to Baa1

Merrill 2003-B

-- Class B-5, Upgrade from Ba3 to Ba1

Merrill Lynch Mortgage Investors 2003-F

-- Class B-1, Upgrade from Aa1 to Aaa

Merrill Lynch Mortgage Investors 2003-F

-- Class B-5, Upgrade from B2 to B1

Merrill Lynch Mortgage Investors 2003-G

-- Class B-4, Upgrade from Baa2 to Baa1

Merrill Lynch Mortgage Investors 2003-G

-- Class B-5, Upgrade from Ba3 to Ba2

Merrill Lynch Mortgage Investors 2003-A6

-- Class M-1, Upgrade from Aa2 to Aaa

Merrill Lynch Mortgage Investors 2003-A6

-- Class M-2, Upgrade from A2 to Aa3

Merrill Lynch Mortgage Investors 2003-A6

-- Class M-3, Upgrade from Baa2 to Baa1

Merrill Lynch Mortgage Investors 2003-A6

-- Class B-1, Upgrade from Ba2 to Baa3

Merrill Lynch Mortgage Investors 2003-A6

-- Class B-2, Upgrade from B2 to B1

Merrill Lynch Mortgage Investors 2004-B

-- Class B-4, Upgrade from Baa2 to Baa1

Merrill Lynch Mortgage Investors 2004-B

-- Class B-5, Upgrade from Ba3 to Ba2

Merrill Lynch Mortgage Investors 2004-D

-- Class B-1, Upgrade from Aa2 to Aaa

Merrill Lynch Mortgage Investors 2004-D

-- Class B-2, Upgrade from A2 to Aa3

Merrill Lynch Mortgage Investors 2004-D

-- Class B-3, Upgrade from Baa2 to A2

Merrill Lynch Mortgage Investors 2004-D

-- Class B-4, Upgrade from Ba2 to Baa2

Merrill Lynch Mortgage Investors 2004-D

-- Class B-5, Upgrade from B2 to B1

Merrill Lynch Mortgage Investors 2004-E

-- Class B-1, Upgrade from Aa2 to Aa1

Merrill Lynch Mortgage Investors 2004-E

-- Class B-2, Upgrade from A2 to A1

Merrill Lynch Mortgage Investors 2004-E

-- Class B-3, Upgrade from Baa2 to Baa1

Merrill Lynch Mortgage Investors 2004-E

-- Class B-4, Upgrade from Ba2 to Baa3

Merrill Lynch Mortgage Investors 2004-F

-- Class B-1, Upgrade from Aa2 to Aaa

Merrill Lynch Mortgage Investors 2004-F

-- Class B-2, Upgrade from A2 to Aa1

Merrill Lynch Mortgage Investors 2004-F

-- Class B-3, Upgrade from Baa2 to A1

Merrill Lynch Mortgage Investors 2004-F

-- Class B-4, Upgrade from Ba2 to A3

Merrill Lynch Mortgage Investors 2004-F

-- Class B-5, Upgrade from B2 to Ba1

Merrill Lynch Mortgage Investors 2005-A

-- Class B-1, Upgrade from Aa2 to Aa1

Merrill Lynch Mortgage Investors 2005-A

-- Class B-2, Upgrade from A2 to Aa3

Merrill Lynch Mortgage Investors 2005-A

-- Class B-3, Upgrade from Baa1 to A2

Merrill Lynch Mortgage Investors 2005-A

-- Class B-4, Upgrade from Ba2 to Baa3

Morgan 2003-HYB1

-- Class B-1, Upgrade from Aa1 to Aaa

Morgan 2003-HYB1

-- Class B-2, Upgrade from A1 to Aa3

Morgan 2003-HYB1

-- Class B-3, Upgrade from Baa2 to Baa1

Mortgage Pass-Through MLMI Series 2003-A5

-- Class M-1, Upgrade from Aa2 to Aaa

Mortgage Pass-Through MLMI Series 2003-A5

-- Class M-2, Upgrade from A2 to Aa2

Mortgage Pass-Through MLMI Series 2003-A5

-- Class M-3, Upgrade from Baa2 to A3

Mortgage Pass-Through MLMI Series 2003-A5

-- Class B-1, Upgrade from Ba2 to Baa2

WaMu Mortgage 2003-AR3

-- Class B-4, Upgrade from Baa1 to A3

WaMu Mortgage 2003-AR3

-- Class B-5, Upgrade from Ba2 to Baa3

WaMu Mortgage 2003-AR5

-- Class B-5, Upgrade from Ba3 to Ba2

WaMu Mortgage 2003-AR6

-- Class B-4, Upgrade from Baa2 to Baa1

WaMu Mortgage 2003-AR8

-- Class B-1, Upgrade from Aa2 to Aaa

WaMu Mortgage 2003-AR8

-- Class B-2, Upgrade from A2 to Aa3

WaMu Mortgage 2003-AR8

-- Class B-3, Upgrade from Baa2 to Baa1

WaMu Mortgage 2003-AR8

-- Class B-4, Upgrade from Ba2 to Baa3

WaMu Mortgage 2003-AR12

-- Class B-1, Upgrade from Aa2 to Aaa

WaMu Mortgage 2003-AR12

-- Class B-2, Upgrade from A2 to Aa3

WaMu Mortgage 2003-AR12

-- Class B-3, Upgrade from Baa2 to A3

WaMu Mortgage 2003-AR12

-- Class B-4, Upgrade from Ba2 to Baa3

WaMu Mortgage 2003-AR12

-- Class B-5, Upgrade from B2 to B1

WaMu Mortgage 2004-AR1

-- Class B-1, Upgrade from Aa2 to Aaa

WaMu Mortgage 2004-AR1

-- Class B-2, Upgrade from A2 to Aa3

WaMu Mortgage 2004-AR1

-- Class B-3, Upgrade from Baa2 to A3

WaMu Mortgage 2004-AR1

-- Class B-4, Upgrade from Ba2 to Baa3

WaMu Mortgage 2004-AR1

--- Class B-5, Upgrade from B2 to B1

WaMu Mortgage 2004-AR2

-- Class B-1, Upgrade from Aa2 to Aaa

WaMu Mortgage 2004-AR2

-- Class B-2, Upgrade from A2 to Aa2

WaMu Mortgage 2004-AR2

-- Class B-3, Upgrade from Baa2 to A2

WaMu Mortgage 2004-AR2

-- Class B-4, Upgrade from Ba2 to Baa2

WaMu Mortgage 2004-AR6

-- Class B-1, Upgrade from Aa2 to Aaa

WaMu Mortgage 2004-AR6

-- Class B-2, Upgrade from A2 to Aa2

WaMu Mortgage 2004-AR6

-- Class B-3, Upgrade from Baa2 to A2

WaMu Mortgage 2004-AR6

-- Class B-4, Upgrade from Ba2 to A3

WaMu Mortgage 2004-AR8

-- Class B-1, Upgrade from Aa2 to Aaa

WaMu Mortgage 2004-AR8

-- Class B-2, Upgrade from A2 to Aa2

WaMu Mortgage 2004-AR8

-- Class B-3, Upgrade from Baa2 to A2

WaMu Mortgage 2004-AR8

-- Class B-4, Upgrade from Ba2 to Baa2

WaMu Mortgage 2004-AR10

-- Class B-1, Upgrade from Aa2 to Aaa

WaMu Mortgage 2004-AR10

-- Class B-2, Upgrade from A2 to Aa2

WaMu Mortgage 2004-AR10

-- Class B-3, Upgrade from Baa2 to A2

WaMu Mortgage 2004-AR10

-- Class B-4, Upgrade from Ba2 to Baa2

WaMu Mortgage 2004-AR12

-- Class B-1, Upgrade from Aa2 to Aa1

WaMu Mortgage 2004-AR12

-- Class B-2, Upgrade from A2 to Aa2

WaMu Mortgage 2004-AR12

-- Class B-3, Upgrade from Baa2 to A2

WaMu Mortgage 2004-AR12

-- Class B-4, Upgrade from Ba2 to Baa2

WaMu Mortgage 2004-AR13

-- Class B-1, Upgrade from Aa2 to Aaa

WaMu Mortgage 2004-AR13

-- Class B-2, Upgrade from A2 to Aa2

WaMu Mortgage 2004-AR13

-- Class B-3, Upgrade from Baa2 to A2

WaMu Mortgage 2004-AR13

-- Class B-4, Upgrade from Ba2 to Baa2

Wells Fargo Mortgage 2003-D

-- Class B-3, Upgrade from A1 to Aa3

Wells Fargo Mortgage 2004-I

-- Class B-1, Upgrade from Aa2 to Aaa

Wells Fargo Mortgage 2004-I

-- Class B-2, Upgrade from A2 to Aa2

Wells Fargo Mortgage 2004-I

-- Class B-3, Upgrade from Baa2 to A2


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:


In Re Rebecca Christine Rushing Grelier
   Bankr. N.D. Ala. Case No. 07-81745
      Chapter 11 Petition filed July 11, 2007
         See http://bankrupt.com/misc/alnb07-81745.pdf

In Re Two Hands, Inc.
   Bankr. N.D. Ga. Case No. 07-70957
      Chapter 11 Petition filed July 11, 2007
         See http://bankrupt.com/misc/ganb07-70957.pdf

In Re Liebfried Aviation, Inc.
   Bankr. D. Mass. Case No. 07-42603
      Chapter 11 Petition filed July 11, 2007
         See http://bankrupt.com/misc/mab07-42603.pdf

In Re Gasolinarea Guaraguao, Inc.
   Bankr. D. P.R. Case No. 07-03896
      Chapter 11 Petition filed July 11, 2007
         See http://bankrupt.com/misc/prb07-03896.pdf

In Re Del Royal Investments, Inc.
   Bankr. W.D. La. Case No. 07-50813
      Chapter 11 Petition filed July 12, 2007
         See http://bankrupt.com/misc/lawb07-50813.pdf

In Re V.C.V.D., Inc.
   Bankr. D. Nebr. Case No. 07-41315
      Chapter 11 Petition filed July 12, 2007
         See http://bankrupt.com/misc/neb07-41315.pdf

In Re Greystone Partners, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-36035
      Chapter 11 Petition filed July 12, 2007
         See http://bankrupt.com/misc/nysb07-36035.pdf

In Re Concorde Production Company, L.L.C.
   Bankr. W.D. Tex. Case No. 07-51731
      Chapter 11 Petition filed July 12, 2007
         See http://bankrupt.com/misc/txwb07-51731.pdf

In Re Bob Yeager's Texaco, Inc.
   Bankr. W.D. Pa. Case No. 07-24466
      Chapter 11 Petition filed July 13, 2007
         See http://bankrupt.com/misc/pawb07-24466.pdf

In Re The Noodle Factory, Inc.
   Bankr. W.D. Pa. Case No. 07-24470
      Chapter 11 Petition filed July 13, 2007
         See http://bankrupt.com/misc/pawb07-24470.pdf

In Re Armor Enterprises, Inc.
   Bankr. D. P.R. Case No. 07-03934
      Chapter 11 Petition filed July 13, 2007
         See http://bankrupt.com/misc/prb07-03934.pdf

In Re Transalaska Enterprises, L.L.C.
   Bankr. D. Alaska Case No. 07-00353
      Chapter 11 Petition filed July 16, 2007
         See http://bankrupt.com/misc/akb07-00353.pdf

In Re Big Bully's BBQ Burgers, L.L.C.
   Bankr. D. Mass. Case No. 07-14391
      Chapter 11 Petition filed July 16, 2007
         See http://bankrupt.com/misc/mab07-14391.pdf

In Re Jes Tirs, Inc.
   Bankr. D. Mass. Case No. 07-42684
      Chapter 11 Petition filed July 16, 2007
         See http://bankrupt.com/misc/mab07-42684.pdf

In Re Dunmore Equity, L.L.C.
   Bankr. D. N.H. Case No. 07-11483
       Chapter 11 Petition filed July 16, 2007
         See http://bankrupt.com/misc/nhb07-11483.pdf

In Re Academy Glass and Tint Co.
   Bankr. D. N.M. Case No. 07-11695
      Chapter 11 Petition filed July 16, 2007
         See http://bankrupt.com/misc/nmb07-11695.pdf

In Re Small Business Solutions, L.L.C.
   Bankr. D. Nev. Case No. 07-14300
      Chapter 11 Petition filed July 16, 2007
         See http://bankrupt.com/misc/nvb07-14300.pdf

In Re 303 Golf Range, Inc.
   Bankr. S.D. N.Y. Case No. 07-22655
      Chapter 11 Petition filed July 16, 2007
         See http://bankrupt.com/misc/nysb07-22655.pdf

In Re River Entertainment Co.
   Bankr. W.D. Pa. Case No. 07-24515
      Chapter 11 Petition filed July 16, 2007
         See http://bankrupt.com/misc/pawb07-24515.pdf

In Re Hooligans Pub & Oyster Bar, Ltd.
   Bankr. S.D. Fla. Case No. 07-15540
      Chapter 11 Petition filed July 17, 2007
         See http://bankrupt.com/misc/flsb07-15540.pdf

In Re Ronald Gene Smith
   Bankr. W.D. La. Case No. 07-80667
      Chapter 11 Petition filed July 17, 2007
         See http://bankrupt.com/misc/lawb07-80667.pdf

In Re Horizon Recovery, Inc.
   Bankr. W.D. N.C. Case No. 07-10454
      Chapter 11 Petition filed July 17, 2007
         See http://bankrupt.com/misc/ncwb07-10454.pdf

In Re Time Imports Auto Sales, Inc.
   Bankr. E.D. N.Y. Case No. 07-43781
      Chapter 11 Petition filed July 17, 2007
         See http://bankrupt.com/misc/nyeb07-43781.pdf

                             *********

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 ***