TCR_Public/070723.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, July 23, 2007, Vol. 11, No. 172

                             Headlines

ADVANCED MICRO: Posts $600 Million Net Loss in Qtr. Ended June 30
ALLETE INC: Declares Quarterly Dividend of 41 Cents Per Share
AMERCABLE INC: S&P Rates $15 Million Credit Facility at B
AMERICAN CAPITAL: Obtains $1 Billion Proceeds from Stock Offering
AMR CORP: Earns $317 Million in Second Quarter Ended June 30

ANDREW CORPORATION: Submits Pre-merger Notification Filings
ANDREW CORPORATION: Inks Second Amendment to Credit Agreement
ASSOCIATED ESTATES: Moody's Affirms Ratings and Revises Outlook
AVANTAIR INC: March 31 Balance Sheet Upside-down by $7.6 Million
AVISTAR COMMS: June 30 Balance Sheet Upside-Down by $3.5 Million

BANK OF AMERICA: S&P Affirms Ratings on 154 Certificate Classes
BARBARA DAU: Involuntary Chapter 11 Case Summary
BUILDING MATERIALS: Moody's Lowers Corporate Family Rating to B1
C-BASS 2007-CB6: Moody's Rates Class B-1 Certificates at Ba1
CALEDONIA MINING: Posts CDN$533,000 Net Loss in Qtr Ended March 31

CG JCF: Moody's Assigns Corporate Family Rating at B2
CG JCF: S&P Assigns Counterparty Credit Rating at B+
CHESAPEAKE ENERGY: Earns $258 Million in Quarter Ended March 31
CHESAPEAKE ENERGY: Sells Oklahoma City Real Estate to SandRidege
CHESAPEAKE ENERGY: Inks Joint Venture Agreements with Anadarko

CHRYSLER AUTOMOTIVE: Acquires BMW's 50% Tritec Motors Stake
CHRYSLER AUTOMOTIVE: To Invest $1.2BB in Brampton Assembly Plant
CITATION CORP: Completes Financial Restructuring under Chapter 11
CITIGROUP COMM: Stable Performance Cues Fitch to Affirm Ratings
COI MIDWEST: Plan Confirmation Hearing Scheduled on August 22

COMMUNICATIONS & POWER: S&P Affirms Corporate Credit Rating at B+
COMMSCOPE INC:  Submits Pre-merger Notification Filings
CONCORD REAL: Fitch Affirms BB Rating on $18.6MM Class H Notes
CORNELL COMPANIES: Improved Performance Cues S&P to Lift Ratings
CROWN HOLDINGS: June 30 Balance Sheet Upside-down by $388 Million

CWABS TRUST: Moody's Rates Class B Certificates at Ba1
DAVITA INC: Extends 6-5/8% Sr. Notes Exchange Offer to July 25
DELPHINUS CDO: Fitch Rates $15MM Class E Mezzanine Notes at BB
DORAL FINANCIAL: Closes Sale of 968 Mil. Shares to Doral Holdings
DORAL FINANCIAL: Moody's Confirms B2 Senior Debt Rating

ENTERPRISE GP: S&P Rates $1 Billion Term Loan at BB-
EPOD INTERNATIONAL: March 31 Balance Sheet Upside-down by $670,892
FITNESS COMPANY: Organizational Meeting Scheduled on July 27
FRIENDSHIP VILLAGE: Fitch Affirms Rating on Revenue Bonds at BB+
GATEHOUSE MEDIA: Completed Offering Cues S&P to Affirm Ratings

GB RICHARDSON: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Reports Global 2nd Qtr. Sales of 2.4 Mil. Vehicles
GENESIS HEALTHCARE: S&P Withdraws B+ Corporate Credit Rating
GSI GROUP: Gets Requisite Consents to Amendment Senior Notes
HANCOCK FABRICS: Amends Bylaws to Allow Uncertified Shares

HANCOCK FABRICS: Panel Retains Grant Thornton as Financial Advisor
HANSCOM FAMILY: S&P Lowers Rating on Series 2004B Bonds to BB
HERSHEY CO: Weak Performance Cues S&P's Negative CreditWatch
HILLCREST SAYLOR: Case Summary & 20 Largest Unsecured Creditors
INTERPOOL INC: Moody's Withdraws B1 Corporate Family Rating

JARDEN CORP: Moody's Affirms B1 Corporate Family Rating
JP MORGAN: Fitch Affirms BB- Rating on $19.7MM Class M Certs.
LBREP/L SUNCAL: Housing Downturn Cues S&P to Lower Rating to B-
MASTR ASSET: S&P Takes Rating Actions on Various Certs. Classes
MCCLATCHY COMPANY: Earns $40 Million in Second Qtr. Ended June 30

MCCLATCHY CO: Seattle Times to Pay $24 Mil. Settlement to Hearst
MCMORAN EXPLORATION: Expects to Close Newfield Buy in August 2007
MCMORAN EXPLORATION: June 30 Balance Sheet Upside-Down by $49.9MM
MERRILL LYNCH: S&P Preliminary Rates $23MM Class E Notes at BB
MEYER-SUTTON: Court Converts Ch. 11 Case to Ch. 7 Liquidation

MICHIGAN LECTROLS: Case Summary & 16 Largest Unsecured Creditors
MORGAN STANLEY: Fitch Affirms B- Rating on $2.5MM Class O Certs.
MOUNT AIRY: High Pro Forma Debt Leverage Cues S&P's B Rating
NEWCASTLE CDO: Fitch Holds BB Rating on $13.5MM Class V-FX Notes
NEWFIELD EXPLORATION: McMoRan Agreement to Close in August 2007

NYLSTAR INC: Has Until August 17 to File Schedules and Statements
OASYS MOBILE: Organizational Meeting Scheduled for August 1
ORBITAL SCIENCES: Earns $13.8 Million in Quarter Ended June 30
OSLO REINSURANCE: Chapter 15 Petition Summary
PACIFICNET INC: Earns $308,000 in Quarter Ended March 31

PALM INC: High Debt Leverage Cues S&P's B Corporate Credit Rating
PARALLEL PETROLEUM: Moody's Assigns Corporate Family Rating at B3
PATIENT PORTAL: Posts Net Loss of $106,360 in Qtr Ended March 31
PAUL SCHWENDENER: Wants Until August 20 to File Schedules
PETRO STOPPING: Moody's Withdraws B2 Corporate Family Rating

POLYONE CORP: Inks Canadian Receivables Purchase Agreement
POTLATCH CORP: Board Declares Distribution on Common Stock
PRODUCTION RESOURCE: Moody's Assigns Corporate Family Rating at B1
ROADHOUSE GRILL: Jan. 28 Balance Sheet Upside-down by $17.5 Mil.
ROMA PLAZA: Voluntary Chapter 11 Case Summary

SENSIENT TECH: Improved Performance Cues S&P's Stable Outlook
SUB SURFACE: Bruce Beattie Resigns as Chief Executive Officer
SUNSTATE EQUIPMENT: Moody's Lifts Corporate Family Rating to B1
TARGA RESOURCES: Commences Tender Offer for 8-1/2% Senior Notes
TARGA RESOURCES: Moody's Holds B1 Corporate Family Rating

TARGA RESOURCES: S&P Lowers Corporate Credit Rating to B
TEXAS INDUSTRIES: S&P Rates Proposed $200MM Credit Facility at BB-
TRANSDERM LABS: March 31 Balance Sheet Upside-Down by $36.4 Mil.
UNITEDHEALTH GROUP: Earns $1.2 Billion in Second Quarter 2007
VERTRUE INC: Inks Amended Merger Agreement with Velo

WACHOVIA BANK: Moody's Assigns Low-B Ratings to Six Cert. Classes
WARNER MUSIC: S&P Says BB- Rating Still Under Negative Watch
WERNER LADDER: Committee Wants Ch. 11 Cases Converted to Ch. 7
WILLIAMS SCOTSMAN: Algeco Deal Cues Moody's to Review Ratings
WILLIAMS SCOTSMAN: Algeco Deal Cues S&P's Developing CreditWatch

YEARLING-BURRY: 341(a) Creditors Meeting Set for August 28
YEARLING-BURRY: Court Approves Jennings Haugh as Counsel

* Fitch Updates Q-IFS Ratings on 555 Insurance Companies
* S&P Places Ratings on 17 Tranches Under Negative CreditWatch
* S&P Lowers Ratings on 93 Tranches from 75 Transactions

* Donlin Recano Partners w/ Beard Group to Provide Bankr. News

* BOND PRICING: For the week of July 16 - July 20, 2007

                             *********

ADVANCED MICRO: Posts $600 Million Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Advanced Micro Devices Inc. reported second quarter 2007 revenue
of $1.4 billion, an operating loss of $457 million, and a net loss
of $600 million.

These results include an impact of $130 million from ATI
acquisition-related and integration charges of $78 million,
employee stock-based compensation expense of $31 million,
severance charges of $16 million and debt issuance charges of $5
million.

In the first quarter of 2007, AMD reported revenue of
$1.2 billion, net loss of $611 million, and an operating loss of
$504 million.  In the second quarter of 2006, AMD reported revenue
of $1.2 billion, net income of $89 million, and operating income
of $102 million.

Second quarter 2007 gross margin was 34%, excluding stock-based
compensation expense, acquisition-related and severance charges,
compared to 31% in the first quarter of 2007 and 57% in the second
quarter of 2006.  The increase from the prior quarter was largely
due to increased microprocessor unit shipments.  The second
quarter gross margin was impacted by a write-off of older
microprocessor inventory of about $30 million.

At June 30, 2007, the company's total assets were $13.2 billion,
total liabilities were $8.7 billion, and total stockholders'
equity was $4.5 billion.

"While we made solid progress in the second quarter across a
number of fronts, we must improve our financial results," said
Robert J. Rivet, AMD's chief financial officer.  "We achieved a
12% sequential revenue increase, improved the gross margin and won
back microprocessor unit and revenue market share.  Strong
distribution channel demand, initial sales to Toshiba, and a
broader adoption of AMD platforms led to a 38% sequential increase
in microprocessor unit shipments.  In addition, our Graphics
business gained momentum at the end of the quarter as we began
shipping the new ATI Radeon HD(TM) 2000 family of graphics
processors.

"We continue to focus on realigning our business model and
reducing our capital expenditures and cost structure in the second
half of the year."

In the seasonally up third quarter, AMD expects revenue to
increase in line with seasonality.

                      Additional Highlights

Additional highlights during the second quarter of 2007 include:

    -- Toshiba chose AMD as a strategic supplier for its new
       series of Satellite notebook computers powered by an AMD
       platform featuring AMD Turion(TM) 64 X2 dual-core mobile
       technology and the AMD M690 chipset.

    -- Customers continued to adopt AMD-based solutions across a
       broader portion of their product offerings.
    
    -- AMD announced that initial revenue shipments of the
       industry's first native x86 quad-core processor,
       "Barcelona," will commence in the third quarter in both
       standard and low-power versions.  AMD broadened its
       portfolio of product offerings in the quarter.

    -- AMD disclosed details of its next-generation platform for
       notebook computing, codenamed "Puma."  The platform pairs
       AMD's next-generation notebook processor, "Griffin," with
       the next-generation AMD "RS780" mobile chipset.  "Puma"
       represents one of the first results of the "new AMD,"
       delivering an optimized mobile solution with extended
       battery life, graphics and video processing enhancements
       and improved overall system performance.

    -- The Italian stock exchange, Borsa Italiana, joined the
       growing roster of global exchange customers running their
       business on AMD Opteron processor based technology,
       including NYSE Group Inc., the International Securities
       Exchange's Stock Exchange, London Stock Exchange,
       Luxembourg Stock Exchange, Montreal Exchange and
       Philadelphia Stock Exchange.

                             About AMD

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

                          *     *     *

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


ALLETE INC: Declares Quarterly Dividend of 41 Cents Per Share
-------------------------------------------------------------
ALLETE Inc.'s board of directors has declared a quarterly dividend
of 41 cents per share of common stock.

On an annual basis, the dividend is equivalent to $1.64 per share,
unchanged from the previous quarter.

The regular quarterly dividend on common stock is payable
September 1 to shareholders of record at the close of business
Aug. 15, 2007.

Headquartered in Duluth, Minnesota, ALLETE Inc. (NYSE:ALE) --
http://www.allete.com/-- generates, transmits, distributes and  
markets electrical power for retail and wholesale customers in the
Upper Midwest. ALLETE also owns a significant portfolio of real
estate in Florida, and BNI Coal in North Dakota.

                           *     *     *

Moody's Investor Services rated ALLETE Inc.'s preferred stock at
Ba1 on July 2001.


AMERCABLE INC: S&P Rates $15 Million Credit Facility at B
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior secured
bank loan and '2' recovery ratings to the $15 million revolving
credit facility of AmerCable Inc. (B-/Stable/--).  At the same
time, S&P raised the bank loan ratings on the $100 million first-
lien term loan to 'B', one notch above the corporate credit
rating, from 'B-' and revised the recovery rating to '2', from
'3'.  The '2' recovery rating indicates the expectation of
substantial (70%-90%) recovery in the event of a payment default.  
The revision is due to the decrease in the first-lien term loan
debt to $100 million from $135 million and the removal of the
revolving credit facility's super priority status over the first-
lien term loan.
     

Ratings List

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

Ratings Assigned
  $15 mil sr scrd rev crd facil   B
    Recov rtg                     2

Ratings Revised
                                  To             From
                                  --             ----
  $100 mil first-lien term ln     B              B-
    Recov rtg                     2              3


AMERICAN CAPITAL: Obtains $1 Billion Proceeds from Stock Offering
-----------------------------------------------------------------
American Capital Strategies Ltd. closed its previously announced
public offering of common stock and that the underwriters have
exercised in part their over-allotment option.  As a result,
22.4 million shares of common stock were sold in the offering at
$45.05 per share.  Of those shares, 17.4 million were offered
directly by the Company and 5 million were sold in connection with
agreements to purchase common stock from American Capital for
delivery at future dates.  The total gross proceeds from the
offering, including the over-allotment, were about $1 billion.

Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Wachovia Capital Markets, LLC were the
joint-lead book- running managers for the offering.  Morgan
Stanley & Co. Incorporated and UBS Securities LLC were the co-lead
managers and A.G. Edwards & Sons, Inc. and RBC Capital Markets
Corporation were co-managers for the offering.

The offering was made under American Capital's existing shelf
registration statement filed with the Securities and Exchange
Commission.  In connection with the offering, American Capital
entered into Forward Sale Agreements with Citigroup Global Markets
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Wachovia Capital Markets, LLC or certain of their respective
affiliates under which American Capital agreed to sell to the
Counter-Parties in the aggregate 5 million shares of common stock
at the same offering price per share as the 17.4 million shares
being offered directly by American Capital in this offering,
subject to certain adjustments.  The timing of these sales, which
must occur within the next year, will generally be determined by
American Capital.

The company will physically settle each forward sale agreement by
delivering shares of common stock to the counter-party under the
relevant Forward Sale Agreement and such counter-party will
deliver the Offering Price subject to certain adjustments to the
company upon each settlement.  In connection with hedging their
respective exposures under the forward sale agreements, the
counter-parties borrowed from third party lenders and sold in the
aggregate 5 million of the offered shares of the company's common
stock at the close of the offering on June 22, 2007, at the
offering price.

American Capital expects to use substantially all of the net
proceeds of about $748 million from the direct sale of
17.4 million shares of common stock for general corporate
purposes, including for the company's investment and lending
activities and to repay indebtedness owed under existing revolving
credit facilities.  American Capital expects to use substantially
all of the net proceeds from the shares of common stock being
offered pursuant to the forward sale agreements, which initially
are valued at about $215 million, subject to certain adjustments,
for general corporate purposes, including for the company's
investment and lending activities and to repay indebtedness owed
under existing revolving credit facilities.  Reducing borrowings
under the revolving credit facilities will create availability
under the facilities, which will generally be used for funding
future American Capital investments and general corporate
purposes.

                      About American Capital

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

                           *     *     *

As reported in the Troubled Company Reporter on July 11, 2007,
Moody's Investors Service assigned a Baa2 rating to American
Capital Strategies, Ltd. $500 million combined debt offering.  

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


AMR CORP: Earns $317 Million in Second Quarter Ended June 30
------------------------------------------------------------
AMR Corporation reported a net profit of $317 million on total
operating revenues of $5.9 billion for the second quarter of 2007.  
The current quarter results compare to a net profit of
$291 million on total operating revenues of $6.0 billion in the
second quarter of 2006.

"Our company overcame exceptional weather challenges and
historically high fuel prices to earn our fifth consecutive
quarterly profit and our largest quarterly net profit since we
launched our Turnaround Plan more than four years ago," said AMR
chairman and chief executive officer Gerard Arpey.  "Weather
has been an enormous obstacle this year, but our employees
have stepped up to help take care of customers and continue
our momentum toward long-term success.  Our improved performance
has allowed us to strengthen our balance sheet and reinvest in
products and services to create a stronger company, but we must
remain mindful that painfully high fuel prices and continuing
intense competition present formidable challenges for the
remainder of the year and beyond."

                     Operational Performance

American's mainline passenger revenue per available seat mile
(unit revenue) increased by 3.6 percent in the second quarter
compared to the year-ago quarter.

American's mainline load factor - or the percentage of total seats
filled - was a record 83.6 percent during the second quarter,
compared to 82.6 percent in the second quarter of 2006. American's
second-quarter yield, which represents average fares, increased
2.3 percent compared to the second quarter of 2006, its ninth
consecutive quarter of year-over-year yield increases.

AMR reported second quarter consolidated revenues of approximately
$5.9 billion, a decrease of 1.6 percent year over year.  AMR
estimates that severe weather disruptions reduced second quarter
consolidated revenue by nearly $50 million and reduced its net
profit for the second quarter by approximately $0.12 per diluted
share.

American's mainline cost per available seat mile (unit cost) in
the second quarter increased 2.4 percent year over year, which was
1.2 percentage points higher than it would have been if not for
the significant weather impact.  Excluding fuel, mainline unit
costs in the second quarter increased by 3.5 percent year over
year.

Due to weather impact during the period from April 1 through
June 20, American cancelled 1.8 percent of its scheduled second
quarter mainline departures.  Thereafter, American had more than
1,000 weather-related cancellations during the last 10 days of
June, increasing total weather-related cancellations during the
quarter to 2.1 percent of second quarter scheduled mainline
departures.

Mainline capacity, or total available seat miles, in the second
quarter decreased by 4.4 percent compared to the same period in
2006.

"While our year-over-year capacity decline in the second quarter
includes some impact from weather cancellations, we believe that
our disciplined and careful approach to managing capacity has been
an important factor in our improved financial performance," Arpey
said.  "This approach has helped us to improve profitability and
generate better returns on our investments in the business."

                    Balance Sheet Improvement

Mr. Arpey noted that AMR continued to strengthen its balance sheet
in the second quarter by reducing debt and improving its liquidity
position.

AMR ended the second quarter with approximately $6.4 billion in
cash and short-term investments, including a restricted balance of
$470 million, compared to a balance of $5.7 billion in cash and
short-term investments, including a restricted balance of $525
million, at the end of the second quarter of 2006.

AMR reduced Total Debt, which the company defines as the aggregate
of its long-term debt, capital lease obligations, the principal
amount of airport facility tax-exempt bonds, and the present value
of aircraft operating lease obligations, to $17.3 billion at the
end of the second quarter of 2007, compared to $19.4 billion a
year earlier.  AMR reduced Net Debt from $14.2 billion at the end
of the second quarter of 2006 to $11.4 billion at the end of the
second quarter of 2007.  The company's interest expense was
$235 million in the second quarter of 2007, a 9.6% year-over-year
decrease.

AMR contributed $118 million to its employees' defined benefit
pension plans in the second quarter and contributed an additional
$86 million on July 13, 2007.  The company has contributed a total
of $266 million to these plans in 2007 as part of its expected
full-year contribution amount of $364 million.

                      About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger  
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
American Airlines Inc.'s (B/Positive/--) $125 million Dallas/Fort
Worth International Airport special facility revenue refunding
bonds, series 2007, due 2030.  The bonds are guaranteed by
American's parent, AMR Corp. (B/Positive/B-2), and are secured by
payments made by American to the airport authority.  Proceeds are
being used to refund the outstanding revenue bonds, series 1992
(rated 'CCC+'), whose rating is withdrawn.


ANDREW CORPORATION: Submits Pre-merger Notification Filings
-----------------------------------------------------------
CommScope Inc. and Andrew Corporation submitted their pre-merger
notification filings as required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, with respect to
the proposed acquisition by CommScope Inc. of Andrew Corp.

In connection with the proposed merger, CommScope intends to file
a registration statement with the Securities and Exchange
Commission on Form S-4 and CommScope Inc. and Andrew Corp. expect
to mail a proxy statement/ prospectus to Andrew Corp.'s
stockholders containing information about the merger.

The registration statement and the proxy statement/prospectus will
contain important information about CommScope Inc., Andrew Corp.,
the merger, and related matters.  

As reported in the Troubled Company Reporter on June 29, 2007,
CommScope Inc. and Andrew Corporation entered into a definitive
agreement on June 27, 2007, unanimously approved by their
respective Boards of Directors, under which CommScope will acquire
all of the outstanding shares of Andrew for $15.00 per share, at
least 90% in cash, creating a global leader in infrastructure
solutions for communications networks.

The transaction, which is valued at approximately $2.6 billion, is
expected to be accretive to CommScope's cash earnings per share,
excluding special items, in the first full year after closing.  
The $15.00 per share purchase price represents a premium of
approximately 13% over Andrew's average closing share price for
the last 30 trading days, a 21% premium over Andrew's average
closing share price for the last 60 trading days, and a 16%
premium over the closing price of Andrew's common stock on
Tuesday, June 26, 2007.

                         About CommScope

Based in Hickory, North Carolina, CommScope, Inc. (NYSE:CTV) --
http://www.commscope.com/-- designs and manufactures "last   
mile" cable and connectivity solutions for communication
networks.  Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R)
Solutions brands CommScope is the global leader in structured
cabling systems for business enterprise applications.  It is
also the world's largest manufacturer of coaxial cable for
Hybrid Fiber Coaxial applications. Backed by strong research and
development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless
cabling solutions.  CommScope has facilities in Brazil, Australia,
China and Ireland.

                      About Andrew Corp.

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs, manufactures   
and delivers innovative and essential equipment and solutions for
the global communications infrastructure market.  The company
serves operators and original equipment manufacturers from
facilities in 35 countries.

                        *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Andrew Corp. to 'BB-' from 'BB' and placed the rating on
CreditWatch with negative implications, following announcement
of the merger.


ANDREW CORPORATION: Inks Second Amendment to Credit Agreement
-------------------------------------------------------------
Andrew Corporation, as of July 13, 2007, entered into a Second
Amendment to Credit Agreement with certain financial institutions
named in the Second Amendment and Bank of America, National
Association, as Administrative Agent, for the Lenders and as L/C
Issuer.

The Second Amendment amends in certain respects Andrew's Credit
Agreement dated as of Sept. 29, 2005, as amended by a First
Amendment to Credit Agreement dated as of June 16, 2006.

The Second Amendment amended the Credit Agreement such that any
agreement entered into by Andrew and CommScope, Inc. in
furtherance of the proposed merger between them would not be taken
into account for purposes of determining if a change of control of
Andrew had occurred until the earlier to occur of the date of the
consummation of the CommScope Merger Transaction and March 31,
2008, unless the agreements concerning the CommScope Merger
Transaction have been previously terminated.

In addition, the Administrative Agent and Lenders also waived any
event of default under the Credit Facility occurring due to a
change of control of Andrew resulting from any agreement entered
into between Andrew and CommScope in furtherance of the CommScope
Merger Transaction until the earlier to occur of the date of the
consummation of the CommScope Merger Transaction and March 31,
2008.

                      About Andrew Corp.

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs, manufactures   
and delivers innovative and essential equipment and solutions for
the global communications infrastructure market.  The company
serves operators and original equipment manufacturers from
facilities in 35 countries.

                        *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Andrew Corp. to 'BB-' from 'BB' and placed the rating on
CreditWatch with negative implications, following announcement
of the merger.


ASSOCIATED ESTATES: Moody's Affirms Ratings and Revises Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Associated
Estates (senior unsecured debt shelf rating at (P)B1) and revised
its rating outlook for the REIT to positive, from stable.

"The positive rating outlook for Associated Estates reflects the
REIT's ability to strengthen it operating performance, while also
reducing its leverage and enhancing its financial flexibility,"
says Lori Marks, Moody's analyst.

According to Moody's, Associated Estates' performance historically
lagged that of many of its multifamily REIT peers due to its
concentration in weaker Midwest markets, which comprised about 69%
of net operating income as of 1Q07.  These markets have
strengthened over the past 18 months, enabling the REIT's core
portfolio to post 4.9% revenue growth in 1Q07.

Moody's also notes that Associated Estates improved its financial
flexibility with a new $100 million unsecured credit facility,
which replaced its two small secured revolvers, and with an
increasing number of unencumbered assets.  Furthermore, the REIT
made progress on executing its plan to sell weaker-performing
assets and reduce leverage.  Associated Estates' effective
leverage, although still high at 58% of gross assets, declined
from 63% at year-end 2005.

Moody's believes Associated Estates' geographic concentration and
market position remain important credit challenges.  The REIT's
geographic concentration in Midwestern markets that are
susceptible to strong competition from single-family housing and
its small size provide limited opportunity for leadership.  
Moody's expects Associated Estates to make progress with its
portfolio repositioning efforts, but it will take time to
meaningfully alter its growth profile.

Moody's indicated that a rating upgrade would depend on further
sound operating performance, coupled with a reduction in effective
leverage closer to 50% of gross assets and improvement in fixed
charge above 1.6x.  An ability to reduce geographic concentration,
with no state comprising more than one-third of total NOI, would
also provide upgrade momentum, as would a demonstrated capacity to
grow.

A return to a stable rating outlook would reflect an inability to
achieve these prescribed credit metrics, most notably progress at
reducing leverage and secured debt.  Furthermore, a deterioration
in operating performance would also cause Moody's to revise the
rating outlook back to stable.

These ratings were affirmed with a positive outlook:

Associated Estates Realty Corporation

-- (P)B1 senior unsecured debt shelf;
-- (P)B3 preferred stock shelf

Associated Estates Realty Corporation [NYSE: AEC] is a real estate
investment trust headquartered in Richmond Heights, Ohio, USA.  
The REIT directly or indirectly owns, manages or is a joint
venture partner in 99 multifamily properties located in 10 states.


AVANTAIR INC: March 31 Balance Sheet Upside-down by $7.6 Million
----------------------------------------------------------------
Avaintair Inc.'s balance sheet at March 31, 2007, showed
$148.8 million in total assets and $156.4 million in total
liabilities, resulting in a $7.6 million total stockholders'
deficit.

At March 31, 2007, the company's balance sheet also showed
strained liquidity with $25.3 million in total current assets
available to pay $26 million in total current liabilities.

Avantair Inc. reported a net loss of $7.5 million on total revenue
of $19.9 million for the third quarter ended March 31, 2007,
compared with a net loss of $7.4 million on total revenue of
$11.8 million for the same period ended March 31, 2006.

The increase in revenues reflects a year-over-year increase in
aircraft shares from 308.5 to 444.5, price increases on these
shares, and higher maintenance and management fees.

Revenues from fractional aircraft shares sold were $7.4 million
for the third quarter of fiscal 2007, an increase of 42.3%
compared to $5.2 million for the third quarter of fiscal 2006.
Revenues from maintenance and management fees were $10.1 million
for the third quarter of fiscal 2007, an increase of 57.8%
compared to $6.4 million for the third quarter of fiscal 2006.

"We are pleased with our third quarter results," commented Mr.
Steven Santo, chief executive office of Avantair.  "Total revenues
increased over 68% and the maintenance and management fee portion
of our business grew over 57%, despite Piaggio's supply chain
issues we spoke about on last quarter's call.  Importantly, our
current delivery schedule remains on track with our previously
announced expectations.  We added one aircraft in the third fiscal
quarter and expect to take delivery of four planes in the fourth
fiscal quarter.  We continue to anticipate that we will to hit our
fiscal year-end target of 37 aircraft in the fleet, as we have
already taken delivery of one aircraft in the fourth fiscal
quarter and the other three are already in the country."

Cost of flight operations for the third quarter of fiscal 2007
were $13.9 million, or 69.8% of revenue compared to $8.8 million,
or 74.6% of revenue for the third quarter of fiscal 2006.  Cost of
flight operations were negatively impacted by unanticipated
maintenance work, which was required to repair damage to two
planes caused by a third-party land-based towing operator and one
aircraft damaged in a training incident.  

"While operating expense as a percent of revenue declined year
over year," commented Mr. Santo, "it was higher than we had
anticipated this quarter primarily due to maintenance work on the
three damaged planes.  These maintenance issues were in no way
related to the performance, safety, or reliability of the Piaggio
Avanti aircraft.  While we believe this was an unusual occurrence
and do not anticipate this type of disruption going forward, we
have taken steps to prevent similar events in the future.  We
expect to recover all of the non-recurring expenses in the third
fiscal quarter relating to the maintenance events discussed above
in the fourth fiscal quarter.  We anticipate these recoveries will
have a significant favorable impact on our fourth fiscal quarter
financial results."

General and administrative expenses for the third quarter of
fiscal 2007 were $4.2 million, or 21.1% of revenue, compared to
$4.1 million, or 34.7% of revenue for the third quarter of fiscal
2006.  

Selling expenses for the third quarter of fiscal 2007 were $1.0
million, or 5.0% of revenue, compared to $1.2 million, or 10.2% of
revenue, for the same period last year.  Total operating expenses
for the third quarter of fiscal 2007 were $26.1 million, or 131.2%
of revenue, compared to $18.5 million, or 156.8% of revenue, for
the third quarter of fiscal 2006.

Loss from operations for the third quarter of fiscal 2007 was
$6.3 million, an improvement of approximately $400,000 from the
loss of $6.7 million for the third quarter of fiscal 2006.

For the nine months ended March 31, 2007, total revenues were
approximately $54.6 million, an increase of 58.3% as compared to
$34.5 million for the first nine months of fiscal 2006.  Loss from
operations for the nine months ended March 31, 2007, was
approximately $15.3 million compared to a loss of $12.2 million
for the first nine months of fiscal 2006.  Net loss for the nine
months ended March 31, 2007 was $17.8 million compared to a loss
of $13.6 million for the first nine months of fiscal 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2182

                        About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR.OB) --
http://www.avantair.com/-- is the exclusive North American  
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  Avantair is the fifth largest company in the North
American fractional aircraft industry and the only publicly-traded
standalone fractional operator.  The company currently manages a
fleet of 33 planes with another 52 Piaggio Avanti IIs on order.  
It also recently announced an order of 20 Embraer Phenom 100s.  
Avantair, with operations in 5 states and approximately 270
employees, offers private travel solutions for individuals and
companies at a fraction of the cost of whole aircraft ownership.


AVISTAR COMMS: June 30 Balance Sheet Upside-Down by $3.5 Million
----------------------------------------------------------------
Avistar Communications Corporation reported total assets of
$16.1 million and total liabilities of $19.6 million, resulting in
total stockholders' deficit of $3.5 million at June 30, 2007.

As of June 30, 2007, Avistar had cash, cash equivalents and
marketable securities of $10.1 million.

Revenue for the three months ended June 30, 2007, was
$5.9 million, compared to revenue of $2.4 million for the three
months ended March 31, 2007, and $1.8 million for the three months
ended June 30, 2006.

Revenue for the three months ended June 30, 2007, includes
$4 million in licensing revenue from the recently announced
licensing agreement with Radvision Ltd. Income from settlement and
patent licensing was $1.1 million for each of the three months
ended June 30, 2007, and June 30, 2006.  Income from settlement
and patent licensing was $13.1 million for the three months ended
March 31, 2007.

Avistar reported a net income of $400,000 for the three months
ended June 30, 2007.  Avistar reported a net income of
$4.5 million for the three months ended March 31, 2007, and a net
loss of $3.7 million, for the three months ended June 30, 2006.
Employee stock compensation expense for equity based compensation
required by Financial Accounting Standard No. 123R was $600,000
for the three months ended June 30, 2007, $700,000 for the three
months ended March 31, 2007, and $500,000 for the three months
ended June 30, 2006.

Revenue for the six months ended June 30, 2007, was $8.3 million,
as compared to $3.6 million for the six months ended June 30,
2006.  Income from settlement and patent licensing for the six
months ended June 30, 2007 was $14.1 million, as compared to
$2.1 million for the six months ended June 30, 2006.  Avistar
reported a net income of $4.9 million for the six months ended
June 30, 2007.  For the six months ended June 30, 2006, Avistar
reported a net loss of $6.8 million.

"Avistar's most recent results represent the second quarterly
profit this year, and thereby place the company in a profit
position on a year-to-date basis. Both of the first and second
quarter net income results reflect the benefit of our patent
licensing agreements- with the Tandberg litigation settlement
benefiting the first quarter, and our more-recently announced
Radvision licensing agreement influencing the second quarter.
These developments represent Avistar's active licensing program,
whereby we seek to partner with technology companies in the areas
of unified communication and collaboration," stated Gerald J.
Burnett, chairman and chief executive officer of Avistar.

"As a reminder, when Avistar's management evaluates our business
progress, we consider the sum of reported revenue and income from
settlement and patent licensing activities, the latter of which
records proceeds from licenses entered into following the start of
litigation. Using this management perspective, the Tandberg and
Radvision licenses fueled a year-to-date revenue plus income from
settlement and patent licensing total of $22.4 million. This
result exceeds what we had accomplished at mid-year 2006, and for
the full year of 2006."

Dr. Burnett continued, "Also during the second quarter, our
wholly-owned subsidiary, Collaboration Properties Inc., engaged
Ocean Tomo LLC, a leading appraisal and services firm with
specialized expertise in valuing patents, to conduct an
independent valuation of our intellectual property portfolio.  The
results of this analysis indicate that the potential net present
value of monetizing CPI's intellectual property may represent a
multiple of Avistar's current market capitalization. Although this
analysis and resultant opinion seem to ascribe substantial value
to a dimension of Avistar, it is important to note that it does
not represent an offer to buy CPI's intellectual property by any
person, nor guarantee that the suggested value can in fact be
realized."

Dr. Burnett continued, "Avistar has two primary revenue engines,
one which seeks to monetize our extensive intellectual property
portfolio through an active licensing and technology partnering
program, with the second being our product and services business.
In the latter arena, I would like to once again welcome Simon
Moss, who joined Avistar this week as President, with initial
focus on our product and partnering activities.  Simon's
accomplished background is well-suited to the needs and
opportunities that are present for Avistar.  We expect Simon to
enhance our thought-leadership and position in the growing unified
communications and collaboration marketplace."

                   About Avistar Communications

Avistar Communications Corporation (NASDAQ: AVSR)
-- http://www.avistar.com/-- develops, markets, and supports a   
video collaboration platform for the enterprise, all powered by
the AvistarVOS(TM) software.  Founded in 1993, Avistar is
headquartered in Redwood Shores, California, with sales offices in
New York and London.

Collaboration Properties, Inc. (CPI), a wholly owned subsidiary of
Avistar, holds a current portfolio of 71 patents for inventions in
the primary areas of video and network technology.  CPI pursues
patents for presence-based interactions, desktop video, recorded
and live media at the desktop, multimedia documents, data sharing,
and a rich-service network video architecture that supports
Avistar's product suite and customers.  CPI offers licenses to its
patent portfolio and Avistar's video-enabling technologies to
companies in the video conferencing, rich-media services, public
networking, and related industries.


BANK OF AMERICA: S&P Affirms Ratings on 154 Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 154
classes of mortgage pass-through certificates from seven Bank of
America Mortgage Securities Inc. transactions.
     
The affirmed ratings reflect adequate actual and projected credit
enhancement that is sufficient to support the certificates at the
current rating levels.  As of the June 2007 remittance period,
total delinquencies ranged from 0.00% (loan group 4 from series
2004-3 and loan group 2 from series 2005-5) to 33.46% (loan group
2 from series 2002-G) of the current pool balances, while severe
delinquencies (90-plus days, foreclosures, and REOs) ranged from
0.00% (loan groups from various series) to 14.74% (loan group 2
from series 2002-G).  Cumulative realized losses, as a percentage
of the original pool balances, ranged from 0.00% (loan groups from
various series) to 0.05% (series 2004-A).
     
Subordination provides credit support for these transactions.  The
underlying collateral backing the certificates originally
consisted of conventional, fully amortizing five-, 10-, 15-, and
30-year fixed- or adjustable-rate mortgage loans, which are
secured by first liens on one- to four-family residential
properties.


                         Ratings Affirmed
     
            Bank of America Mortgage Securities Inc.
              Mortgage pass-through certificates

  Series      Class                                         Rating
  ------      -----                                         ------
  2002-G      I-A-1, I-A-2, I-A-3, I-A-4, I-A-5               AAA
  2002-G      A-PT, 2-A-1, 2-B-1, 2-B-2                       AAA
  2002-G      2-B-3                                           A+
  2004-3      1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6        AAA
  2004-3      1-A-7, 1-A-8, 1-A-9, 1-A-10, 1-A-11, 1-A-12     AAA
  2004-3      1-A-13, 1-A-14, 1-A-15, 1-A-16, 1-A-17          AAA
  2004-3      1-A-18, 1-A-20, 1-A-21, 1-A-22, 1-A-23          AAA
  2004-3      1-A-24, 1-A-25, 1-A-26, 1-A-27, 2-A-1           AAA
  2004-3      2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6, 2-A-8        AAA
  2004-3      2-A-9, 2-A-10, 2-A-11, 2-A-12, 2-A-14           AAA
  2004-3      2-A-15, 2-A-16, 3-A-1, 3-A-2, 3-A-3             AAA
  2004-3      4-A-1, A-PO, 15-IO, 30-IO                       AAA
  2004-3      1-B-1, X-B-1                                    AA
  2004-3      1-B-2, X-B-2, 3-B-2                             A
  2004-3      1-B-3, X-B-3, 3-B-3                             BBB
  2004-3      1-B-4, X-B-4, 3-B-4                             BB
  2004-3      1-B-5, X-B-5, 3-B-5                             B
  2004-A      1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 3-A-1        AAA
  2004-A      B-1                                             AA
  2004-A      B-2                                             A
  2004-A      B-3                                             BBB
  2004-A      B-4                                             BB
  2004-A      B-5                                             B
  2004-C      1-A-1, 2-A-1, 2-A-2, 3-A-1                      AAA
  2004-C      B-1                                             AA
  2004-C      B-2                                             A
  2004-C      B-3                                             BBB
  2004-C      B-4                                             BB
  2004-C      B-5                                             B
  2005-5      1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6        AAA
  2005-5      1-A-7, 1-A-8, 1-A-9, 1-A-10, 1-A-11, 1-A-12     AAA
  2005-5      1-A-13, 1-A-14, 1-A-15, 1-A-16, 1-A-17          AAA
  2005-5      1-A-18, 1-A-19, 1-A-20, 1-A-21, 1-A-22          AAA
  2005-5      1-A-23, 1-A-24, 1-A-25, 1-A-26, 2-A-1           AAA
  2005-5      30-IO, 30-PO, 15-IO, 15-PO                      AAA
  2005-5      15-B-1                                          AA
  2005-5      15-B-2                                          A
  2005-5      15-B-3                                          BBB
  2005-5      15-B-4                                          BB
  2005-5      30-B-5, 15-B-5                                  B
  2005-G      1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5 AAA
  2005-G      3-A-1, 3-A-2, 4-A-1, 4-A-2, 4-A-3, 4-A-4        AAA
  2005-G      B-5                                             B
  2005-L      1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3, 2-A-4        AAA
  2005-L      2-A-5, 3-A-1, 3-A-2, 4-A-1, 4-A-2               AAA
  2005-L      B-5                                             B


BARBARA DAU: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Barbara Dau Properties, LLC
                31970 East Ocean Lane
                Arch Cape, OR 97102

Case Number: 07-32859

Involuntary Petition Date: July 19, 2007

Court: District of Oregon

Judge: Elizabeth L. Perris

Petitioner's Counsel: Albert N. Kennedy, Esq.
                      Tonkon Torp LLP
                      Pioneer Tower, Suite 1600
                      888 Southwest 5th Avenue
                      Portland, OR 97204
                      Tel: (503) 802-2013
                      Fax: (503) 274-8779
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
   James R. Shaw               Loan                      $69,979
   Barbara Shaw
   79924 Cannon Road
   Arch Cape, OR 97102


BUILDING MATERIALS: Moody's Lowers Corporate Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Building
Materials Holding Corporation, including its corporate family
rating to B1 from Ba2, its probability-of-default rating to B2
from Ba3, and its first-lien bank credit facility rating to B1
(LGD3, 38%) from Ba2 (LGD3, 41%).  The outlook is stable.

The downgrade was prompted by Moodys' concerns over the
expectation that homebuilding market conditions will remain weak
throughout 2007 and into 2008, and will continue to exert pressure
on the company's operating performance.  Moody's remains concerned
about the company's dependence on the cyclical homebuilding
industry, as well as residual integration risks associated with
its acquisitions.  BMHC's scale, healthy liquidity, continuing
focus on growing contribution from higher-margin value-added
products within its sales mix, and its leading industry position
support the B1 rating.

The stable ratings outlook presumes that the company will be able
to cut costs, reduce capital expenditures, and manage working
capital needs to avoid technical default under its bank credit
agreements.  The company remains among one of the largest
suppliers to most national home builders.

Headquartered in San Francisco, California, BMHC, a Fortune 1000
company, is one of the largest providers of residential
construction services and building materials in the United States.
BMHC serves the homebuilding industry through two subsidiaries:
SelectBuild provides construction services to high-volume
production homebuilders in key growth markets across the country;
and BMC West distributes building materials and manufactures
building components for professional builders and contractors in
the western and southern states.


C-BASS 2007-CB6: Moody's Rates Class B-1 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by C-BASS 2007-CB6 Trust, and ratings ranging
from Aa1 to Ba1 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime residential mortgage loans acquired by C-BASS.  The
collateral was originated by New Century Mortgage Corporation
(42.79%), Wilmington Finance Inc. (28.41%), Ameriquest Mortgage
Company (10.58%) and other originators, none of which originated
more than 10% of the mortgage loans.  The ratings are based
primarily on the credit quality of the loans and on the protection
against credit losses provided by subordination and
overcollateralization.  The certificates also benefit from an
interest rate swap agreement and an interest rate cap agreement
provided by JPMorgan Chase Bank, NA.  Moody's expects collateral
losses to range from 5.55% to 6.05%.

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

The complete rating actions are:

C-BASS 2007-CB6 Trust

C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB6

-- Cl. A-1, Assigned Aaa
-- Cl. A-2, Assigned Aaa
-- Cl. A-3, Assigned Aaa
-- Cl. 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. B-1, Assigned Ba1


CALEDONIA MINING: Posts CDN$533,000 Net Loss in Qtr Ended March 31
------------------------------------------------------------------
Caledonia Mining Corp. reported a net loss of CDN$533,000 on sales
of CDN$13.4 million for the first quarter ended March 31, 2007,
compared with a net loss of CDN$2.3 million on sales of CDN$1,000
for the same period ended March 31, 2006.    

Caledonia Mining reported revenue of CDN$13.4 million from the
Blanket gold mine, on sales of 4,352 ounces of gold.  The loss for
the quarter was due to the reduced ounces sold while Zimbabwean
inflation of 1800%, on an annualized basis, resulted in huge
increases in the same period.  

Cash available at the quarter end totaled CDN$126,000.

Gold production for the quarter was 3,700 ounces.  The reduced
ounces produced during the first quarter 2007 were due to the
planned shutdown of the No. 4 shaft, in association with the mine
expansion currently underway.

Commenting on the results, Stefan Hayden, president and chief
executive officer, said "I am pleased to report a satisfactory
operational performance from the Blanket Mine of 3,700 ounces of
gold, in the context of a planned mine and plant expansion and
against the backdrop of a difficult mining economic environment in
Zimbabwe.  Whilst other gold mines have been forced to stop
production, due to severe cash flow shortages, Blanket has been
able to continue mining, with the switch to liquid cyanide being
particularly timeous for continuing plant operations."

At March 31, 2007, the company's balance sheet showed
CDN$45.2 million in total assets, CDN$21.4 million in total
liabilities, and CDN$23.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?209d

                       Going Concern Doubt

BDO Dunwoody LLP's audit report of Caledonia Mining Corp.'s
consolidated financial statements for the years ended Dec. 31,
2006, and 2005, is expressed in accordance with Canadian reporting
standards which do not require a reference in the auditor's report
to events and conditions which cast doubt on the company's ability
to continue as a going concern in the auditors' report when these
are adequately disclosed in the financial statements.

The company's ability to continue as a going concern is dependent
upon attaining profitable operations, realizing proceeds from the
disposal of mineral properties and obtaining sufficient financing
to meet its liabilities, its obligations with respect to operating
expenditures and expenditures required on its mineral properties.

Since inception from February 1992, Caledonia has recorded a loss
in every year except 1994 and 2000.  As at March 31, 2007, the
consolidated accumulated deficit was CDN$167.8 million.

                      About Caledonia Mining

Caledonia Mining Corporation (TSX: CAL) (OTC BB: CALVF) (AIM:
CMCL) -- www.caledoniaminin.com -- is a Canadian registered
mining, exploration and development corporation that owns a
diversified portfolio of carefully selected, high quality mines
and exploration properties in Southern Africa and Canada.

In June 2006 Caledonia acquired the Blanket Mine in Zimbabwe from
Kinross Gold Corporation of Toronto.  Caledonia's two South
African gold mines, Barbrook Mine and Eersteling Gold Mine, are
both currently on care-and-maintenance and were put up for sale in
December 2006.


CG JCF: Moody's Assigns Corporate Family Rating at B2
-----------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
C.G. JCF Corp., a holding company formed by private equity firm
J.C. Flowers & Co. LLC to acquire a diversified set of insurance
and retirement services businesses.

The operations to be acquired include the life and commercial
insurance services as well as the retirement services of The BISYS
Group, Inc. for cash consideration of about $720 million.  The
commercial insurance services operations will be combined with
those of Crump Group, Inc., a wholesale property & casualty
insurance broker already owned by JCF.

The total enterprise will conduct business under the Crump name
through three main segments: life insurance services, commercial
insurance services and retirement services.  In a related
transaction, Citigroup Inc. will acquire the BISYS holding company
and its other operations, mainly BISYS Fund Services and
Alternative Investment Services.

Moody's also assigned B2 ratings to the $40 million senior secured
revolver and the $515 million senior secured term loan to be
issued by CGJCF in connection with the proposed acquisition.  Net
proceeds will be used to repay existing debt of about $46 million,
to help fund the acquisition, and to pay related fees and
expenses.  The credit facilities will be secured by substantially
all of Crump's assets and secured by all of its material
subsidiaries.  The rating outlook for the company is stable.

According to Moody's, the ratings reflect the new company's
position as the largest US wholesale insurance broker in terms of
life and property & casualty premiums placed.  The company also
ranks among the largest independent providers of record keeping
and administration services for institutional retirement plans,
with particular expertise in serving small and mid-sized
employers.  Crump generates well diversified revenues and profits
on a pro forma basis, and its financial flexibility metrics are in
line with those of companies rated toward the upper end of the B
range.

These strengths are tempered, however, by Crump's lack of
operating history as a consolidated enterprise.  The firm must
integrate two property & casualty brokers of similar size and it
must develop an effective holding company to oversee the three
business segments.  The rating agency noted that EBITDA growth at
the BISYS units has been constrained over the past couple of years
by SEC investigations and by uncertainty surrounding future
ownership of the firm.

BISYS and the SEC reached settlement agreements with regard to the
investigations during the fall of 2006, and potential future
liabilities related to the investigations have been assumed by
Citigroup.  Crump will have ongoing exposure to errors and
omissions claims as an ordinary component of its professional
services businesses.  Moody's expects that the Crump segments will
gradually resume growth under the new ownership structure.

Moody's cited the following factors that could lead to an upgrade
of the CGJCF ratings:

   i. development of an effective holding company and successful
      integration of the property & casualty brokerage operations,

  ii. adjusted (EBITDA -- capex) coverage of interest exceeding
      3 times,

iii. free-cash-flow-to-debt ratio remaining above 8.0 percent,
      and

  iv. adjusted debt-to-EBITDA ratio below 4.5 times.

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

   i. adjusted (EBITDA -- capex) coverage of interest below 1.5
      times,

  ii. adjusted debt-to-EBITDA ratio above 5.5 times, or

iii. a sustained period with no organic growth.

Based in Roseland, New Jersey, Crump is a diversified insurance
brokerage and retirement services firm.  On a pro forma basis, the
consolidated firm generated revenues of about $480 million for the
12 months ended June 30, 2007.


CG JCF: S&P Assigns Counterparty Credit Rating at B+
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' counterparty
credit rating to C.G. JCF Corp., the intermediate holding company
of the Crump Group Inc.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan rating to C.G. JCF Corp.'s proposed $555 million
of senior secured credit facilities, which consist of a
$515 million seven-year first lien senior secured loan and a
$40 million six-year revolver.
      
"The ratings actions are in response to the company's plans to
leverage its balance sheet following the plans of the private
equity sponsor, JC Flowers & Co. LLC, to acquire the BISYS Group
Inc.'s wholesale life, commercial property/casualty brokerage, and
retirement services divisions from Citigroup Inc. for
$719.9 million," said Standard & Poor's credit analyst Tracy
Dolin.  "The transaction will be financed in part with the
proposed $555 million of senior secured credit facilities.  The
$40 million revolver is expected to remain untapped at debt
issuance."  Crump will also use some of these proceeds to
refinance its $46 million of existing debt.
     
JC Flowers will be combining its existing commercial insurance
business, Crump, with BISYS Commercial Insurance Services.  The
combined companies along with BISYS' life and retirement services
divisions will be rebranded as the Crump Group Inc.
     
The transaction is expected to close on Aug. 1, 2007.  As Citi
retains BISYS's parent company, JC Flowers will create a new
holding company for Crump to perform certain legal, human
resources, and other corporate shared services.  At the same time,
Citi retains BSG's legacy liabilities.
     
Crump's financial flexibility will be constrained because of its
highly leveraged capital structure.  The company's lending
multiple will be approximately 4.6x for the last 12 months ending
June 30, 2007, post-transaction.  The company's plan to leverage
its balance sheet will result in a weak adjusted EBIT fixed-charge
coverage and adjusted EBITDA fixed-charge coverage of 1.7x and
2.8x, respectively, in 2007.  Partially offsetting a more
leveraged balance sheet is JC Flowers' $260 million equity
contribution.  As a result, debt-to-capital will be 59% at the
close of the acquisition.
     
Standard & Poor's believes that the acquisition of BISYS' life,
commercial, and retirement segments enhances Crump's competitive
position in the wholesale insurance brokerage sector.  The
combined entity will become the largest domestic wholesale broker,
based on commercial and life premiums written.  BISYS is also a
good strategic fit to the combined group as it increases Crump's
product offerings and geographic footprint in underserved areas
with minimal overlap.
     
Crump faces integration and execution risks pertaining to BISYS's
commercial P/C wholesale brokering unit.  These risks are less
significant for BISYS's other segments as the company intends to
run these operations independently.  Standard & Poor's believes
the combined company chose to rebrand all operations as the Crump
Group Inc. to distinguish itself from the prior management
troubles and damage to reputation caused by BISYS's predecessor.  
Overall, successful integration is critical to S&P's assessment of
the group's ability to achieve anticipated revenue synergies.
     
The outlook is stable.  Standard & Poor's believes that the
company will continue to remain cash-flow-positive and meet its
restrictive covenants in the near to intermediate term.  Standard
& Poor's expects the company to produce EBITDA coverage of more
than 2.5x, with total debt to capital of less than 60% in 2007 and
2008.  S&P expect the company will achieve EBITDA margins in
excess of 20%, prospectively.  Crump's 2007 pretax operating
income and ROR will stay marginal because of interest expenses and
amortization of intangible assets.  However, this negative effect
will be somewhat alleviated in the following years as the company
gradually pays down its debt.
     
Standard & Poor's expects Crump to sustain its marginal
competitive position in 2007 and 2008 through its diversified
revenue stream, which can better cope with business cycle
volatility.  Crump will be challenged to grow its wholesale
commercial business top line during a softening P/C rate
environment in 2007 and 2008.
     
If the company's interest-coverage and debt-leverage metrics fall
short of S&P's expectations, the outlook or ratings could be
revised downward, especially if the company's margins compress.  
This could precipitate unsatisfactory coverage metrics, given the
level of increased debt.  If the company is able to improve its
financial profile materially such that these metrics exceed S&P's
expectations significantly, Standard & Poor's will consider
revising the outlook to positive.


CHESAPEAKE ENERGY: Earns $258 Million in Quarter Ended March 31
---------------------------------------------------------------
Chesapeake Energy Corp. reported net income of $258 million on
total revenues of $1.58 billion and production of 153.7 billion
cubic feet of natural gas equivalent for the first quarter ended
March 31, 2007, compared with net income of $624 million on total
revenues of $1.94 billion and production of 152.1 billion cubic
feet of natural gas equivalent for the same period ended March 31,
2006.

Cash flow provided by operating activities was $977 million for
the quarter ended March 31, 2007, compared with operating cash
flow of $967 million for the same period last year.

EBITDA, defined as net income before income taxes, interest
expense, and depreciation, depletion and amortization expense, was
$924.1 million, compared with EBITDA of $1.41 billion for the
quarter ended March 31, 2006.  The company's 2007 first quarter
net income and EBITDA include an unrealized after-tax mark-to-
market loss of $193 million resulting from the company's oil and
natural gas and interest rate hedging programs.  

Aubrey K. McClendon, Chesapeake's chief executive officer,
commented, "We are pleased to report outstanding financial and
operational results for the 2007 first quarter.  The company
delivered attractive production and reserve growth and generated
impressive profit margins that were enhanced by the company's
well-executed hedging strategy.  Our focused business strategy,
value-added growth, tremendous inventory of undrilled locations
and valuable hedge positions clearly differentiate Chesapeake in
the industry.

At March 31, 2007, the company's consolidated financial statements
showed $25.73 billion in total assets, $14.65 billion in total
liabilities, and $11.08 billion in total stockholders' equity.

The company's consolidated financial statements for the quarter
ended March 31, 2007, also showed strained liquidity with
$1.22 billion in total current assets available to pay
$2.18 billion in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?21aa

                     About Chesapeake Energy

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas  
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Barnett Shale, Fayetteville Shale, Permian
Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex
and Appalachian Basin regions of the U.S.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's Investors Service assigned a Ba2 rating to Chesapeake
Energy's pending $1 billion of 30-year contingent convertible
senior notes and affirmed its existing Ba2 corporate family, Ba2
probability of default, Ba2 senior unsecured note rate, SGL-2
speculative grade liquidity, and Baa3 secured hedging facility
ratings.  Net note proceeds would retire a like amount of CHK's
roughly $1.6 billion of existing secured bank debt.  The Ba2 note
rating is assigned under Moody's Loss Given Default notching
methodology.  The rating outlook is stable.


CHESAPEAKE ENERGY: Sells Oklahoma City Real Estate to SandRidege
----------------------------------------------------------------
Chesapeake Energy Corporation and SandRidge Energy Inc. have
executed a transaction by which SandRidge acquired from Chesapeake
certain downtown Oklahoma City real estate assets that Chesapeake
acquired from Anadarko Petroleum Corporation.

Chesapeake and Anadarko also disclosed a separate oil and gas
transaction involving a portion of Chesapeake and Anadarko's
assets in the Deep Haley area in the Delaware Basin of West Texas.  
As part of that transaction with Anadarko, an affiliate of
Chesapeake acquired the Oklahoma City real estate Anadarko
acquired in August 2006 as a result of its acquisition of Kerr-
McGee Corporation.

The Oklahoma City real estate includes the Kerr-McGee Tower and
surrounding buildings on the block bounded by Robinson, Robert S.
Kerr, Broadway and Dean A. McGee Avenues, three surface parking
lots northeast of the Kerr-McGee Tower, approximately 70 acres on
the south side of the Oklahoma River east of the Downtown Airpark
and other property in southwest Oklahoma City.

Chesapeake has retained certain properties for future use,
redevelopment or resale and SandRidge purchased the Chesapeake
affiliate thereby acquiring ownership of the remaining properties
which include the Kerr-McGee Tower, the surrounding buildings and
the three parking lots.  SandRidge plans to renovate Kerr-McGee
Tower and to relocate its corporate headquarters from the
Valliance Bank Building in late 2007 or early 2008.  In addition,
Chesapeake and SandRidge have agreed to renovate Kerr Park and to
maintain it at no cost to Oklahoma City for at least the next 10
years.

Aubrey K. McClendon, Chesapeake's chairman and chief executive
officer, commented, "I am very happy to have helped return Kerr-
McGee Tower to local ownership and use.  Several months ago we
began working with Anadarko on a significant property transaction
involving a portion of their assets in the Deep Haley area.  Along
the way, it became clear that in order to bridge a valuation
impasse, we would need an innovative way to create additional
value for Chesapeake in the transaction.  The Kerr-McGee
properties became the last chip on the table to make the Anadarko-
Chesapeake deal work for both parties.  Knowing that Chesapeake
did not have a need for Kerr-McGee Tower, I contacted my friend
and Chesapeake co-founder Tom Ward to see if he would be
interested in acquiring the Tower from us and helping restore and
maintain Kerr Park.  Tom was very agreeable to my offer.  Tom and
I have asked Rand Elliott of Elliot & Associates to develop a new
plan for Kerr Park and we look forward to working with him to
return the park to its former status as the jewel of downtown."

Tom L. Ward, SandRidge's chairman and chief executive officer,
stated, "I am also very pleased to announce this transaction with
Chesapeake whereby SandRidge now owns one of Oklahoma City's
largest and most important buildings.  Our company is growing very
rapidly and the Kerr-McGee Tower is an ideal location for our
corporate headquarters.  I look forward to becoming a member of
the downtown business community and to contributing to the ongoing
renaissance of downtown Oklahoma City.  I am also very happy that
we were able to accomplish this transaction through working with
Aubrey, my long-time friend and Chesapeake co-founder."

                    About SandRidge Energy

Headquartered in Okahoma City, SandRidge Energy Inc. --
http://www.sandridgeenergy.com/-- is an oil and natural gas  
company.  SandRidge also owns and operates drilling rigs and a
related oil field services business operating under the Lariat
Services Inc. brand name; gas gathering, marketing and processing
facilities; and, through its subsidiary, PetroSource Energy
Company CO2 treating and transportation facilities and tertiary
oil recovery operations.  SandRidge focuses its exploration and
production activities in West Texas, the Cotton Valley Trend in
East Texas and the Gulf Coast.  SandRidge also owns oil and gas
properties in the Piceance Basin of Colorado, the Gulf of Mexico
and the Anadarko and Arkoma Basins.

                    About Chesapeake Energy

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas  
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Barnett Shale, Fayetteville Shale, Permian
Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex
and Appalachian Basin regions of the U.S.


                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's Investors Service assigned a Ba2 rating to Chesapeake
Energy's pending $1 billion of 30-year contingent convertible
senior notes and affirmed its existing Ba2 corporate family, Ba2
probability of default, Ba2 senior unsecured note rate, SGL-2
speculative grade liquidity, and Baa3 secured hedging facility
ratings.  Net note proceeds would retire a like amount of CHK's
roughly $1.6 billion of existing secured bank debt.  The Ba2 note
rating is assigned under Moody's Loss Given Default notching
methodology.  The rating outlook is stable.


CHESAPEAKE ENERGY: Inks Joint Venture Agreements with Anadarko
--------------------------------------------------------------
Chesapeake Energy Corporation and Anadarko Petroleum Corporation  
completed multiple agreements, including a joint venture involving
Chesapeake and Anadarko assets in the Deep Haley area of the
Delaware Basin in West Texas.

Through the formation of a joint venture and other separate
agreements, Chesapeake received:

- 25% of Anadarko's existing Deep Haley area production;

- 25% of Anadarko's leasehold in the central and eastern portions  
   of the Deep Haley area;

- 50% of Anadarko's leasehold and contractual rights in the
   western portion of the Deep Haley area;

- A lease from Anadarko on 2,100 net acres in the Fayetteville
   Shale play in Arkansas;

- An assignment of 5,600 net acres of undeveloped leasehold in
   the Anadarko Basin in western Oklahoma; and

- The Oklahoma City real estate assets acquired by Anadarko last
   year as part of its acquisition of Kerr-McGee Corporation.

Through the formation of the joint venture and other separate
agreements, Anadarko received:

- Approximately $310 million in cash and other consideration,
   including reimbursement of capital expenditures previously
   incurred by Anadarko in connection with the development of the
   Deep Haley properties and Chesapeake's commitment to fund a
   portion of Anadarko's future Deep Haley area capital costs; and

- 50% of certain Chesapeake non-producing leasehold interests in
   Loving County, Texas.

In total, Anadarko and Chesapeake will jointly evaluate and
explore more than 1 million gross acres in the Deep Haley area, on
which drilling, completion, production and midstream operations
will be shared on roughly a 50/50 basis.  The two companies plan
an aggressive drilling program for the area, with Anadarko and
Chesapeake each currently operating eight drilling rigs in the
Deep Haley area with the possibility of increasing drilling
activity as the joint venture develops.

Aubrey K. McClendon, Chesapeake's chairman and chief executive
officer, commented, "We are very pleased to announce this
transaction with Anadarko.  We have long admired Anadarko's
capabilities in deep gas exploration and we are now excited to
join forces with them in the Deep Haley area, one of the country's
premier deep gas exploration projects.  Our recent drilling
results in the Deep Haley area have been exceptional and we are
confident that by joining forces with Anadarko the technical teams
of the two companies will continue to enjoy success in drilling
prolific wells in the Deep Haley area.  As reported during our
2007 first quarter earnings conference call last month,
Chesapeake's most recent seven wells in the Deep Haley area
generated a combined 90 mmcfe per day of gross production during
May.  We hope to drill many more similarly productive wells in our
new partnership with Anadarko in the years to come.   In addition,
we are pleased to purchase the former Kerr-McGee properties in
Oklahoma City. These properties are important to our community and
we are happy to return them to local ownership."

James T. Hackett, Anadarko's chairman, president and chief
executive officer stated, "This transaction fits our strategy very
well and positions us for continued growth from a core asset with
a partner that understands this play.  The Deep Haley area in West
Texas has recovered over 1.4 TCF from the over-pressured
Pennsylvanian formations.  Anadarko started work in the basin in
2003 and employed state-of-the-art drilling and completion
technology with great success.  After accumulating the rights to
over 400,000 net acres, it was time to expand our drilling
operations and we are glad to have Chesapeake jointly involved
with us.  Working collaboratively will enable our companies to
maximize value by accelerating development of the considerable
resources in the play.  Our substantial combined position provides
us with meaningful upside potential from future drilling activity,
and we look forward to working with Chesapeake to continue
delivering these resources to American consumers."

                    About Anadarko Petroleum

Headquartered in The Woodlands, Texas, Anadarko Petroleum
Corporation (NYSE: APC) -- http://www.anadarko.com/-- is an  
independent oil and gas exploration and production company, with
3.0 billion barrels-equivalent of proved reserves as of year-end
2006, making it one of the world's largest independent exploration
and production companies.

                    About Chesapeake Energy

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas  
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Barnett Shale, Fayetteville Shale, Permian
Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex
and Appalachian Basin regions of the U.S.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's Investors Service assigned a Ba2 rating to Chesapeake
Energy's pending $1 billion of 30-year contingent convertible
senior notes and affirmed its existing Ba2 corporate family, Ba2
probability of default, Ba2 senior unsecured note rate, SGL-2
speculative grade liquidity, and Baa3 secured hedging facility
ratings.  Net note proceeds would retire a like amount of CHK's
roughly $1.6 billion of existing secured bank debt.  The Ba2 note
rating is assigned under Moody's Loss Given Default notching
methodology.  The rating outlook is stable.


CHRYSLER AUTOMOTIVE: Acquires BMW's 50% Tritec Motors Stake
-----------------------------------------------------------
BMW AG has sold its 50% stake in Brazilian engine joint venture
Tritec Motors Limitada to Chrysler Automotive LLC, Reuters
reports.  Financial terms of the deal, which requires regulatory
approval, were not disclosed.

"Chrysler Group has assumed the responsibility for exploring long-
term options for the Tritec operations whereby all possible
alternatives for continuing the business for the long run are
under analysis.  This may include a sale of the facility to a
third party," BMW said in a statement.

Founded in 1997, Tritec makes 1.4- and 1.6-litre four-cylinder
petrol engines for BMW's Mini brand and some Chrysler models.  The
plant boasts of an annual production capacity of around 250,000
units. Large-scale production started in January 2000, Reuters
states.

                   About Chrysler Automotive

Based in Stuttgart, Germany, Chrysler Automotive LLC offers cars
and minivans, pick-up trucks, sport utility vehicles, and vans
under the Chrysler, Jeep, and Dodge brand names. It also sells
parts and accessories under the MOPAR brand.

                        *     *     *

As reported in the Troubled Company Reporter on July 4, 2007,
Moody's Investors Service assigned a first-time B3 Corporate
Family Rating to Chrysler Automotive LLC, a B1 (LGD3, 33%) rating
to the company's $10 billion senior secured, first-lien term loan,
and a Caa1 (LGD4, 66%) rating to its $2 billion senior secured,
second-lien term loan.  The company's Probability of Default is B3
and the outlook is stable.


CHRYSLER AUTOMOTIVE: To Invest $1.2BB in Brampton Assembly Plant
----------------------------------------------------------------
Chrysler Automotive LLC will invest $1.2 billion in its Brampton
Assembly Plant in Ontario for the next generation of the Chrysler
300 series, Dodge Magnum and Dodge Charger.  The Brampton Assembly
Plant also celebrated the one millionth LX rear-wheel drive
vehicle platform will roll-off the line with employees and CAW
officials.

"Because of Brampton's ability to meet safety, quality, delivery,
cost and morale metrics, we're pleased to announce that Brampton
will be the future home of Chrysler Automotive's full-size car
platform," Frank Ewasyshyn, Executive Vice President for
Manufacturing, said.  "We appreciate the support of the CAW and
employees in assisting the Company in moving forward with
investment decisions."

The Brampton Assembly Plant will also gain plant product loading
volumes, adding production responsibility for all international
(BUX) LX-based vehicles in calendar year 2010.  The total plant
program investment for the additional product is $500 million.  
The international LX vehicles are currently produced at Magna
Steyr's facility in Graz, Austria.  The Magna Steyr facility also
produces the Jeep(R) Grand Cherokee, Jeep Commander and Chrysler
minivan vehicles for markets outside of North America.

The one millionth LX was an award-winning Chrysler 300, rolling-
off the line as part of the employee celebration.  The Chrysler
300 was launched in January 2004, followed by the Dodge Magnum two
months later.  The AWD models began production in mid-2004.  In
April of 2005, the Dodge Charger was added to the Brampton
Assembly manufacturing porfolio.

"We are very pleased that our commitment has allowed Brampton
Assembly to gain not only an additional product, but also a
significant production commitment moving forward," Alberto
Gonzalez, Plant Manager - Brampton Assembly Plant, said.  "We are
also extremely proud to be celebrating the one millionth LX, as
this represents the significant market success of this product."

The Brampton Assembly Plant was built in 1968 and acquired by
Chrysler Corporation with the purchase of American Motors
Corporation in 1987.  The facility produces the Chrysler 300,
Dodge Magnum, and Dodge Charger, and will produce the Dodge
Challenger on a three-shift operation and employs approximately
4,000 hourly workers.

                   About Chrysler Automotive

Based in Stuttgart, Germany, Chrysler Automotive LLC offers cars
and minivans, pick-up trucks, sport utility vehicles, and vans
under the Chrysler, Jeep, and Dodge brand names. It also sells
parts and accessories under the MOPAR brand.

                        *     *     *

As reported in the Troubled Company Reporter on July 4, 2007,
Moody's Investors Service assigned a first-time B3 Corporate
Family Rating to Chrysler Automotive LLC, a B1 (LGD3, 33%) rating
to the company's $10 billion senior secured, first-lien term loan,
and a Caa1 (LGD4, 66%) rating to its $2 billion senior secured,
second-lien term loan.  The company's Probability of Default is B3
and the outlook is stable.


CITATION CORP: Completes Financial Restructuring under Chapter 11
-----------------------------------------------------------------
Citation Corporation completed a financial restructuring under
Chapter 11 of the Bankruptcy Code.  Carl Marks Advisory Group LLC,
the New York-based investment banking and corporate revitalization
firm, served as financial advisor.
    
Less than a month after Citation filed a voluntary petition for a
prepackaged reorganization under Chapter 11 in U.S. Bankruptcy
Court for the Northern District of Alabama, the company emerged
from bankruptcy on April 6, 2007.  

Under the Plan of Reorganization, the company's lenders, led by
JPMorgan Chase & Co., exchanged $191 million in debt for all
reorganized company common stock and a new $30 million loan.
    
"Carl Marks Advisory Group's investment banking expertise, coupled
with its interim operational and consulting management, provided
Citation with a broad and comprehensive range of services and
resources," Ed Buker, CEO, Citation Corporation, said.  "CMAG
assisted Citation in facing a multitude of issues leading up to
the filing and provided the company with the resources to
effectively emerge from the restructuring."
    
"Successfully emerging from bankruptcy in less than 30 days was
made possible by the cooperation of all the company's key
constituents," Warren H. Feder, a partner of Carl Marks who heads
the investment banking team, said.  "With its restructured balance
sheet and strength in key markets, Citation is well positioned to
grow its business profitably in the years ahead."
   
                About Carl Marks Advisory Group LLC
    
Carl Marks Advisory Group LLC -- http://www.carlmarks.com/-- an  
affiliate of Carl Marks & Co. provides a wide array of investment
banking and financial and operational advisory services to the
middle market, including mergers and acquisitions advice, debt and
equity capital placements, financial restructuring plans,
strategic business assessments, improvement plans and interim
management.  The firm has offices in New York and Charlotte, North
Carolina.

                    About Citation Corporation

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures  
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  Citation
employs 2,900 in Alabama, Texas, Indiana, Michigan, North Carolina
and Wisconsin.  The Debtor and its debtor-affiliates previously
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represented the Debtors in their first
bankruptcy. Judge Tamara O. Mitchell confirmed the company's
Second Amended Joint Plan of Reorganization on May 18, 2005.

The Debtor and 11 debtor-affiliates filed for their second
bankruptcy on March 12, 2007 (Bankr. N.D. Ala. Case Nos. 07-01153
to 07-01162).  David S. Heller, Esq., at Latham & Watkins LLP, and
Michael Leo Hall, Esq., at Burr & Forman LLP, represent the
Debtors.  Citation's schedules filed with the Court showed total
assets of $157,242,049 and total debts of $253,270,918.

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Citation Corp.  The previous rating on Citation,
an auto supplier, was withdrawn upon the company's bankruptcy
filing in March 2007, and the rating assigned reflects the
company's new capital structure since its emergence from
bankruptcy in April.  The outlook is stable.


CITIGROUP COMM: Stable Performance Cues Fitch to Affirm Ratings
---------------------------------------------------------------
Fitch affirms Citigroup Commercial Mortgage Trust, series 2006-C4,
certificates as:

  -- $71.7 million class A-1 'AAA';
  -- $152.7 million class A-2 'AAA';
  -- $135.2 million class A-SB 'AAA';
  -- $831.3 million class A-3 'AAA';
  -- $384.4 million class A-1A 'AAA';
  -- $266.4 million class A-M 'AAA';
  -- $164.1 million class A-J 'AAA';
  -- Interest only class X AAA';
  -- $50.9 million class B 'AA';
  -- $25.5 million class C 'AA-';
  -- $31.1 million class D 'A';
  -- $22.6 million class E 'A-';
  -- $28.3 million class F 'BBB+';
  -- $28.3 million class G 'BBB';
  -- $25.5 million class H 'BBB-';
  -- $11.3 million class J 'BB+';
  -- $8.5 million class K 'BB';
  -- $8.5 million class L 'BB-';
  -- $5.7 million class M 'B+';
  -- $5.7 million class N 'B';
  -- $5.7 million class O 'B-'.
  
Fitch does not rate the $22 million class P.

The rating affirmations are due to stable collateral performance
since issuance.  As of the June 2007 distribution date, the pool's
aggregate certificate balance has decreased 0.4% to $2.25 billion
from $2.26 billion at issuance.  There are no delinquent or
specially serviced loans.

Fitch reviewed the one credit assessed loan in the transaction,
Reckson II Office Portfolio(3.2%).  The loan maintains investment
grade credit assessment due to stable performance.

The Reckson II Office Portfolio loan is secured by seven office
properties totaling 915,558 square feet, six of which are located
in upstate New York, one in Northern New Jersey.  The weighted
average occupancy as of March 2007 increased to 96.1% from 94.8%
at issuance.


COI MIDWEST: Plan Confirmation Hearing Scheduled on August 22
-------------------------------------------------------------
The Honorable Richard M. Neiter of the United States Bankruptcy
Court for the Central District of California will convene a
hearing on Aug. 20, 2007, at 2:00 p.m., at Courtroom 1645, 255 E.
Temple Street in Los Angeles, California, to consider confirmation
of COI Midwest Investment LLC's Amended Chapter 11 Plan of
Reorganization.  Objections, if any, are due Aug 23, 2007.

The Plan will be funded from the proceeds of the sale of the
Debtor's property, estimated approximately $13.8 million.  The
Debtor assures the Court that the amount is more than enough to
insure all Secured and General Unsecured Claims.

                         Treatment of Claims

Under the Plan, Administrative and Priority Tax Claims will be
paid in full on the effective date.  Secured Claim of Wells Fargo,
totaling $8.6 million, will also be paid in full.

Holders of Priority Unsecured Claims will be paid in cash equal to
the allowed amount of the claim on the effective date.

General Unsecured Claims, excluding DSC Entities, totaling
$2.5 million, will be paid in full, including postpetition
interest from the Debtor's bankruptcy filing through the date of
payment of allowed claims under Section 1961(a) of the Bankruptcy
Code.

General Unsecured Claims of DSC Entities, totaling $3.6 million,
will also be paid in full.

Holders of Equity Interests will retain their interest in the
Debtor.

Headquartered in the City of Industry, California, COI Midwest
Investments LLC leases its real property in Canyon Road.  The
Company filed for bankruptcy protection on June 1, 2006 (Bankr.
C.D. Calif. Case No. 06-12329).  Ron Bender, Esq., and David B.
Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP,
represent the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this case.
When the Debtor filed for bankruptcy, it listed estimated assets
between $10 million and $50 million and estimated debts between
$1 million and $10 million.


COMMUNICATIONS & POWER: S&P Affirms Corporate Credit Rating at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Communications & Power Industries Inc. and its parent, CPI
International Inc., including the 'B+' corporate credit rating on
both entities.  The outlook is stable.
     
At the same time, S&P assigned a 'BB' bank loan rating and '1'
recovery rating to CPI's proposed $160 million amended and
restated credit facility, indicating expectations of a very high
(90%-100%) recovery in the event of payment default.  The proceeds
from the amended credit facility will be used to refinance the
existing term loan and $58 million of the senior floating rate
notes at CPI International.  The company is also using a portion
of its cash to make a small acquisition.  Pro forma for the
refinancing and the acquisition, debt levels will remain
unchanged.
      
"The ratings on CPI reflect a highly leveraged capital structure
and modest scope of operations, offset somewhat by leading
positions in niche markets," said Standard & Poor's credit analyst
Christopher DeNicolo.  The company is a leading provider of vacuum
electron devices used in commercial and defense applications
requiring high-power and/or high-frequency power generation.  VEDs
are used in radar, electronic warfare, satellite communications,
and certain medical, industrial, and scientific applications.
     
Debt leverage has been high due to the company's LBO in 2003 and
subsequent debt-financed dividends.  However, in May 2006, CPI
International issued 2.9 million shares of stock in an IPO and
used approximately $48 million of the proceeds to reduce bank
borrowings.  Therefore debt to EBITDA has declined to around 4x.  
Earnings growth and debt reduction using excess cash flows should
result in steadily declining leverage measures.  Other financial
measures should also improve modestly, with EBITDA interest
coverage expected to stay in the 3x-3.5x area and funds from
operations to debt in the 15%-20% range, consistent with current
ratings.
     
CPI is first or second in all of the markets in which it competes.  
Program diversity is good, with no one program accounting for more
than 6% of revenue, and almost 60% of programs are sole source.  A
significant portion of CPI's products are consumable, resulting in
a steady stream of generally higher-margin aftermarket sales,
which account for approximately 50% of total revenue.
     
Modest earnings growth and debt repayment from excess cash flows
should result in a steadily improving financial profile.  However,
any improvement could be constrained by acquisitions.  The outlook
could be revised to positive if debt reduction results in a
sustained improvement in credit protection measures.  The outlook
could be revised to negative if leverage does not decline as
expected as a result of lower cash generation or acquisitions.


COMMSCOPE INC:  Submits Pre-merger Notification Filings
-------------------------------------------------------
CommScope Inc. and Andrew Corporation submitted their pre-merger
notification filings as required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, with respect to
the proposed acquisition by CommScope Inc. of Andrew Corp.

In connection with the proposed merger, CommScope Inc. intends to
file a registration statement with the Securities and Exchange
Commission on Form S-4 and CommScope Inc. and Andrew Corp. expect
to mail a proxy statement/ prospectus to Andrew Corp.'s
stockholders containing information about the merger.

The registration statement and the proxy statement/prospectus will
contain important information about CommScope Inc., Andrew Corp.,
the merger, and related matters.  

As reported in the Troubled Company Reporter on June 29, 2007,
CommScope Inc. and Andrew Corporation entered into a definitive
agreement on June 27, 2007, unanimously approved by their
respective Boards of Directors, under which CommScope will acquire
all of the outstanding shares of Andrew for $15.00 per share, at
least 90% in cash, creating a global leader in infrastructure
solutions for communications networks.

The transaction, which is valued at approximately $2.6 billion, is
expected to be accretive to CommScope's cash earnings per share,
excluding special items, in the first full year after closing.  
The $15.00 per share purchase price represents a premium of
approximately 13% over Andrew's average closing share price for
the last 30 trading days, a 21% premium over Andrew's average
closing share price for the last 60 trading days, and a 16%
premium over the closing price of Andrew's common stock on
Tuesday, June 26, 2007.

                      About Andrew Corp.

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs, manufactures   
and delivers innovative and essential equipment and solutions for
the global communications infrastructure market.  The company
serves operators and original equipment manufacturers from
facilities in 35 countries.

                         About CommScope

Based in Hickory, North Carolina, CommScope, Inc. (NYSE:CTV) --
http://www.commscope.com/-- designs and manufactures "last   
mile" cable and connectivity solutions for communication
networks.  Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R)
Solutions brands CommScope is the global leader in structured
cabling systems for business enterprise applications.  It is
also the world's largest manufacturer of coaxial cable for
Hybrid Fiber Coaxial applications. Backed by strong research and
development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless
cabling solutions.  CommScope has facilities in Brazil, Australia,
China and Ireland.

                          *     *     *

CommScope carries Standard & Poor's Rating Services BB corporate
credit rating with a stable outlook.


CONCORD REAL: Fitch Affirms BB Rating on $18.6MM Class H Notes
--------------------------------------------------------------
Fitch affirms all classes of Concord Real Estate CDO 2006-1 as:

  -- $202,275,000 class A-1 at 'AAA';
  -- $23,250,000 class A-2 at 'AAA';
  -- $46,500,000 class B at 'AA+';
  -- $20,925,000 class C at 'AA';
  -- $37,200,000 class D at 'A';
  -- $22,087,000 class E at 'BBB+';
  -- $24,413,000 class F at 'BBB-';
  -- $18,600,000 class G at 'BBB-';
  -- $18,600,000 class H at 'BB'.

Deal Summary:

Concord Real Estate CDO 2006-1 is a $465,000,000 revolving
commercial real estate cash flow CDO that closed on Dec. 21, 2006.  
As of the June 19, 2007 effective date trustee report and Fitch
categorization, the CDO was substantially invested as follows:
whole loans/A-notes (18.0%), B-notes (35.3%), commercial real
estate mezzanine loans (21.1%), commercial mortgage backed
securities (CMBS) (20.1%), CRE CDOs (4.8%). Only 0.6% of the CDO
is in cash.

The portfolio is selected and monitored by WRP Management, LLC, as
collateral asset manager.  Concord Real Estate CDO 2006-1 has a
five-year reinvestment period, during which, if all reinvestment
criteria are satisfied, principal proceeds may be used to invest
in substitute collateral.  The reinvestment period ends January
2012.

Collateral Manager:

Winthrop Realty Partners, L.P. is the external advisor to the
collateral manager for Concord Real Estate CDO 2006-1.  WRP
Management, LLC, a newly formed entity owned collectively by
Winthrop Realty Trust and Lexington Realty Trust, is the
collateral manager.  Winthrop REIT and Lexington have entered into
a 50%/50% joint venture to manage CDOs that will be used as
financing vehicles for the benefit of both REITs.  The debt-
funding platform created by this partnership invests primarily in
CMBS, whole loans, B-notes and mezzanine loans.

Winthrop is a privately owned full-service national real estate
investment and management company that, together with it
affiliated entities, currently owns and/or manages approximately
$3.5 billion in real estate assets throughout the country, as well
as about $80 million in CMBS.

The whole loans are specially serviced by Ocwen Loan Servicing,
LLC, (rated 'CSS2' by Fitch).

Performance Summary:

Concord Real Estate CDO 2006-1 became effective on June 19, 2007.
As of the effective date, the 'as-is' Fitch Poolwide Expected Loss
increased slightly to 21.50% from 21.125% at close.  The CDO has
above average reinvestment flexibility with 13.250% cushion based
on its current weighted average spread of 2.52%.  The CDO's
covenanted PEL varies depending on the in-place WAS.  Based on
this WAS matrix, the maximum allowable PEL is 34.750% and the
minimum is 30.250%.

The increase to PEL is due to a slight deterioration in the
quality of the commercial real estate loans (75% of the pool),
however, the newly contributed securities (25% of the pool) had an
accretive effect on the CDO.  The weighted average rating factor
of securities decreased to 7.54 from 7.82 at close, both
corresponding to an average rating of 'BBB-/BB+'.

At close, the CDO was 79.5% ($369.7 million) ramped.  As of the
effective date, the CDO is now 99.4% invested.  Based on the
invested amount, the pool has migrated towards a higher percentage
of whole loans/A-notes (1.5% since close) and rated securities
(6.5% increase to CMBS and CRE CDOs since close) and less
mezzanine loans (6.5% decrease since close) and B-notes (1.5%
since close).

As of the effective date, the CDO was failing portfolio collateral
quality test number 26, which requires that CMBS Securities and
CRE CDO securities should have a stated maturity date later than
five years past the Stated Maturity but this test was cured on
June 27, 2007, by trading in three CMBS bonds with shorter
remaining average lives and removing a CRE CDO bond ($12.5
million) which was triggering the failure.  The CDO is now in
compliance with all of its reinvestment covenants.

The WAS has increased since close to 2.52% from 2.39%.  The
weighted average coupon has also increased to 7.05% from 7.03%,
and remains above the 6.50% covenant.  Of the pool, 29.7% of the
loans are fixed-rate and 67.6% are floating rate.  The weighted
average life has increased to 4.6 years from 4.1 years at close,
which continues to imply that the loans will fully turnover during
the reinvestment period.

Collateral Analysis:

Since close, five loans and seven CMBS/CRE CDO securities have
been added to the pool while two loans have paid off, resulting in
a net increase of three loans and seven CMBS/CRE CDO bonds
totaling $96.2 million (a 20% increase to the CDO par balance).

As of the effective date, the CDO is within all of its property
type covenants.  Office loans comprise the largest percentage of
assets at 35.8%.  Hotel loans have the next highest percentage at
23.2%.  At close, the largest exposure of loans was hotels
(27.18%) and the second was office (25.09%).  The CDO is also
within all its geographic location covenants with the highest
percentage invested in Arizona (17.0%), followed by New York
(10.4%).

The remaining assets consist of CMBS and CRE CDOs.  CMBS (20.1%)
is comprised of 13 classes in 12 transactions and range in rating
from 'BB-' to 'BBB+'.  CRE CDOs (4.8%) consist of two classes in
two transactions that are rated 'BBB-' and 'BBB'.  The classes'
ratings are based on Fitch's actual rating, or on Fitch's internal
credit assessment for those classes not rated by Fitch.

The Fitch Loan Diversity Index score is 385, which is considered
average concentration relative to other CRE CDOs.  The pool
currently consists of 21 loans and 15 rated securities, of which
none represents more than 7.6% of the ramped portfolio.

The over-collateralization ratios of all classes have remained
stable since close, while the interest coverage ratios have
decreased over the same period.  Both tests are above their
covenants, as of the June 2007 trustee report.

Rating Definitions:

The ratings of the class A-1, A-2, B and C notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class D, E, F, G, and H notes address the
likelihood that investors will receive ultimate interest and
deferred interest payments, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

Ongoing Surveillance:

Fitch will continue to monitor and review this transaction for
future rating adjustments.  The surveillance team will conduct a
review whenever there is approximately 15% change in the
collateral composition or semi-annually.


CORNELL COMPANIES: Improved Performance Cues S&P to Lift Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston, Texas-based Cornell Companies Inc. to 'B' from
'B-'.  At the same time, Standard & Poor's raised its rating on
the company's senior unsecured notes to 'B-' from 'CCC+'.  The
ratings were removed from CreditWatch, where they were placed with
positive implications on May 9, 2007, reflecting Cornell's
sustained improvement in operating performance and stronger
financial risk profile.
     
"The upgrade reflects Cornell's improved operating performance,
more favorable industry fundamentals, and strengthened credit
protection measures," said Standard & Poor's credit analyst Mark
Salierno.  The outlook is stable.

The ratings on Cornell reflect its narrow business focus, limited
size, customer concentration, and leveraged financial profile.  
These risks are somewhat offset by favorable demographic trends
within the niche private domestic corrections services industry.
     
Cornell is a narrowly focused company providing corrections,
treatment, and educational services to U.S. federal, state, and
local government agencies.  The company's services include adult
secure, juvenile (32% of 2006 sales and 18% of operating income),
and community corrections (18% of 2006 sales and just under 18% of
operating income).  With a service capacity of more than 18,000
beds in the U.S., Cornell is the third-largest participant in the
U.S. niche privatized corrections industry.


CROWN HOLDINGS: June 30 Balance Sheet Upside-down by $388 Million
-----------------------------------------------------------------
Crown Holdings Inc.'s consolidated balance sheet at June 30, 2007,
showed $6.79 billion in total assets and $7.18 billion in total
liabilities, resulting in a $388 million total shareholders'
deficit.

The company reported net income of $88 million for the second
quarter ended June 30, 2007, compared with net income of
$50 million for the same period ended June 30, 2006.

Net sales in the second quarter rose to $1.99 billion, up 11.7%
over the $1.78 million in the second quarter of 2006.  The
increase was primarily the result of higher sales unit volumes
across most product lines and geographies, the pass-through of
higher raw material costs and favorable foreign currency
translation.  Approximately 71% of sales were generated outside
the U.S. in both the second quarter of 2007 and 2006.

Second quarter gross profit grew 15.5% to $283 million over the
$245 million in the 2006 second quarter.  As a percentage of net
sales, gross profit expanded to 14.2% in the second quarter from
13.8% in the second quarter last year.  Stronger sales unit
volumes, increased operating efficiencies and productivity gains
drove the improvements.

Selling and administrative expense in the second quarter was
$93 million compared to $74 million in last year's second quarter.
The increase is attributable to a higher accrual for incentive
compensation costs, foreign currency translation and general
inflationary increases.

Segment income (a non-GAAP measure defined by the company as gross
profit less selling and administrative expense) grew to
$190 million in the second quarter, up 11.1% over the $171 million
in the 2006 second quarter.  Segment income as a percentage of net
sales was 9.5% in the second quarter compared to 9.6% in the
second quarter last year.

Commenting on the results, John W. Conway, chairman and chief
executive officer, stated, "The company continued to build
momentum in the second quarter through a combination of positive
factors.  In our Americas Beverage business, volumes and margins
are returning to their 2005 levels due to sales unit recovery in
North America, strong Latin American results and an increase in
specialty cans in our overall sales mix.  Equally important,
margin recovery in our European Beverage business is on plan.  At
the same time, our North America Food business continues to
improve.  The company remains on plan to generate strong free cash
flow in 2007, which will be available to pay down debt and
repurchase shares.  Looking ahead, our new beverage can plant in
Cambodia will begin operating in the third quarter.  This will
further expand and diversify our world class manufacturing
portfolio with entry into another fast growing emerging market."

Interest expense in the second quarter was $77 million compared to
$70 million in the second quarter of 2006.  The increase reflects
the impact of higher average short-term borrowing rates and
foreign currency translation.

Net income from continuing operations in the second quarter was
$88 million, compared to $74 million in the second quarter of
2006.

Included within net income from continuing operations, the company
recorded a net gain of $4 million reflecting a net gain of
$8 million related to gain on sale of assets offset by a net loss
of $4 million related to restructuring actions.  In last year's
second quarter, the company reported a net gain of $2 million
related to financial foreign exchange gains offset by
restructuring charges.

At June 30, 2007, the company's consolidated balance sheet showed
$6.79 billion in total assets and $7.18 billion in total
liabilities, resulting in a $388 million total shareholders'
deficit.

                       About Crown Holdings

Philadelphia, Pa.-based Crown Holdings Inc. (NYSE: CCK)
-- http://www.crowncork.com/-- through its affiliated companies,  
supplies packaging products to consumer marketing companies around
the world.


CWABS TRUST: Moody's Rates Class B Certificates at Ba1
------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by CWABS Asset-Backed Certificates Trust 2007-
BC3 and ratings ranging from Aa1 to Ba1 to the mezzanine and
subordinate certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate,
first lien subprime residential mortgage loans acquired by
Countrywide Home Loans, Inc.  The collateral was originated by
Wilmington Finance Incorporated, Decision One Mortgage Company,
LLC, Quick Loan Funding Inc., CIT Group/Consumer Finance, Inc.,
and other mortgage lenders, none of which originated more than 10%
of the mortgage loans.

The ratings are based primarily on the credit quality of the loans
and on the protection against credit losses provided by
subordination, excess spread, overcollateralization, and an
interest-rate swap agreement with Deutsche Bank AG.  Moody's
expects collateral losses to range from 4.25% to 4.75%.

Countrywide Home Loans Servicing LP will act as master servicer.

The complete rating actions are:

CWABS Asset-Backed Certificates Trust 2007-BC3

Asset-Backed Certificates, Series 2007-BC3

-- Cl. 1-A, Assigned Aaa
-- Cl. 2-A-1, Assigned Aaa
-- Cl. 2-A-2, Assigned Aaa
-- Cl. 2-A-3, Assigned Aaa
-- Cl. 2-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. B, Assigned Ba1
-- Cl. A-R, Assigned Aaa


DAVITA INC: Extends 6-5/8% Sr. Notes Exchange Offer to July 25
--------------------------------------------------------------
DaVita Inc. has extended the expiration date of its offer to
exchange its 6-5/8% Senior Notes due 2013 which have been
registered under the Securities Act of 1933, as amended, for any
and all of its outstanding 6-5/8% Senior Notes due 2013 issued on
Feb. 23, 2007, until 5:00 p.m., New York City time, on July 25,
2007, unless earlier terminated or extended by DaVita in its sole
discretion.  The exchange offer was scheduled to expire on
Wednesday, July 18, 2007.

DaVita was advised by The Bank of New York Trust Company N.A., the
exchange agent for the offer, that as of the close of business on
July 18, 2007, approximately $398 million aggregate principal
amount of its 6-5/8% Senior Notes due 2013 were validly tendered
and not withdrawn pursuant to the exchange offer.

For more information on the exchange offer:

     The Bank of New York Trust Company N.A.
     Attention: Ms. Diane Amoroso
     c/o The Bank of New York
     Corporate Trust Operations, Reorganization Unit
     101 Barclay Street, 7E  
     New York, NY 10286
     Telephone (212) 298-1915

                         About DaVita Inc.

Headquartered in El Segundo, California, DaVita Inc. (NYSE: DVA)
-- http://www.davita.com/-- provides dialysis services for    
patients suffering from chronic kidney failure.  It provides
services at kidney dialysis centers and home peritoneal dialysis
programs domestically in 42 states, and the District of Columbia.
As of Dec. 31, 2006, DaVita operated or managed over 1,300
outpatient facilities serving approximately 104,000 patients.

                          *      *      *

As reported in the Troubled Company Reporter on April 16, 2007,
Fitch Ratings revised its Rating Outlook for DaVita Inc. to
Positive from Stable.  In addition, Fitch affirmed DaVita's
ratings: issuer default rating 'B+'; bank credit facility
'BB/RR2'; senior subordinated notes 'B-/RR6'; senior unsecured
notes 'B/RR5'.


DELPHINUS CDO: Fitch Rates $15MM Class E Mezzanine Notes at BB
--------------------------------------------------------------
Fitch has assigned these ratings to Delphinus CDO 2007-1, Ltd. &
Delphinus CDO 2007-1, LLC,:

-- $640,000,000 super senior floating-rate notes 'AAA';

-- $73,500,000 class A-1A senior floating-rate notes 'AAA';

-- $86,500,000 class A-1B senior floating-rate notes 'AAA';

-- $160,000,000 Class A-1C senior floating-rate notes 'AAA';

-- $27,000,000 class S senior floating-rate notes 'AAA';

-- $144,500,000 class A-2 senior floating-rate notes 'AAA';

-- $138,500,000 class A-3 senior floating-rate notes 'AAA';

-- $131,000,000 class B senior floating-rate notes 'AA';

-- $77,500,000 class C mezzanine floating-rate deferrable
    interest notes 'A';

-- $48,000,000 class D-1 mezzanine floating-rate deferrable
    interest notes 'BBB+';

-- $30,500,000 class D-2 mezzanine floating-rate deferrable
    interest notes 'BBB-';

-- $15,000,000 class D-3 mezzanine floating-rate deferrable
    interest notes 'BBB-';

-- $15,000,000 class E mezzanine floating-rate deferrable
    interest notes 'BB'.

All notes are due 2047 except the class S notes, which are due
2012.


DORAL FINANCIAL: Closes Sale of 968 Mil. Shares to Doral Holdings
-----------------------------------------------------------------
Doral Financial Corporation had closed the sale of 968,263,968
shares of its common stock, $0.01 par value per share, to Doral
Holdings Delaware LLC, a newly formed entity in which Bear Stearns
Merchant Banking and other investors, including funds managed by
Marathon Asset Management, Perry Capital, the D. E. Shaw group and
Tennenbaum Capital Partners, invested.

After the closing, Doral Holdings will own approximately 90% of
the common shares of Doral that are outstanding.

The company's currently outstanding shares of common stock will
continue to be traded in the New York Stock Exchange under the
company's current symbol, "DRL."

"We appreciate the confidence which professional investors are
showing in Doral Financial's potential through this substantial
investment," Glen R. Wakeman, chief executive officer and
president, stated.  "We are also most thankful for the support
that we have received from our depositors, our customers, our
regulators, our employees and existing shareholders with respect
to our successful recapitalization."

"Doral Financial now moves forward in sound fashion with Doral
Bank as its strong core foundation," Mr. Wakeman stated.  "Our
future growth will be pursued on a path of compliance,
productivity and top-of-the-line service to build the value of
Doral to all its constituents."

"The investment by Doral Holdings demonstrates our commitment to
Doral's management team and their strategic vision," David E.
King, senior managing director and partner of Bear Stearns
Merchant Banking, said.  "The investor group recognizes that a lot
of work and dedication will be required on the part of Doral's
management and its employees to continue to build Doral's brand
and profitability.  We are looking forward to the opportunities
that lay ahead."

                    About Doral Financial Corp.

Based in New York City, Doral Financial Corporation (NYSE: DRL) --
http://www.doralfinancial.com/-- is a diversified financial  
services company engaged in mortgage banking, banking, investment
banking activities, institutional securities and insurance agency
operations.  Its activities are principally conducted in Puerto
Rico and in the New York City metropolitan area.  Doral is the
parent company of Doral Bank, a Puerto Rico based commercial bank,
Doral Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency Inc. and
Doral Bank FSB, a federal savings bank based in New York City.


DORAL FINANCIAL: Moody's Confirms B2 Senior Debt Rating
-------------------------------------------------------
Moody's Investors Service confirmed the B2 senior debt rating of
Doral Financial Corporation.  The rating had been on review for
possible downgrade since Jan. 5, 2007.  Following the rating
confirmation, the rating outlook is stable.

The rating action follows the $610 million recapitalization of
Doral by Doral Holdings Delaware, LLC, a new entity.  The
recapitalization was led by Bear Stearns Merchant Banking and a
number of other investors.  The proceeds from the capital raise,
combined with other financial resources, will enable Doral to
repay $625 million of debt that matures on July 20.  The review
for possible downgrade reflected the uncertainty regarding the
repayment of that debt.

Moody's anticipates that Doral's strengthened management team,
having solved its liquidity crisis, will focus on executing its
community bank business strategy on Puerto Rico.  The rating
agency added that successful execution of the plan will result in
positive rating pressure and could ultimately support a higher
rating.

While management has accomplished a great deal in moving the
company forward, Doral continues to operate under several
regulatory agreements, has a comparatively high level of
nonperforming assets, and has not yet returned to profitability.
Moreover, Doral's business strategy is evolving and Puerto Rico is
currently in an economic recession, which has challenged the
profitability and asset quality of all the island's banks.  As a
result, despite the recapitalization, Moody's did not take a more
positive rating action at this time.

Doral Financial, headquartered in San Juan, Puerto Rico, reported
total assets of $11.5 billion at March 31, 2007.


ENTERPRISE GP: S&P Rates $1 Billion Term Loan at BB-
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Enterprise GP Holdings L.P. and its $1 billion
term loan B due 2014.

At the same time, S&P affirmed the 'BB-' corporate credit rating
on EPCO Holdings Inc. and removed the rating from CreditWatch with
negative implications.  The corporate credit rating on EPCO was
placed on CreditWatch on May 8, 2007.

Furthermore, S&P assigned a 'BB-' rating to EPCO's $900 million
term loan B due 2014.  The removal of the EPCO rating from
CreditWatch reflects S&P's conclusion that the additional debt at
EPE is unlikely to materially disadvantage EPCO lenders, because
EPCO lenders have access to additional cash flow sources than
lenders at EPE.

Furthermore, S&P expect that EPE's minority stake in Energy
Transfer Equity will provide sufficient, incremental cash flow to
support the consolidated debt profile of EPE and EPCO.  In
addition, a recovery rating of '3' was assigned to the EPE and
EPCO term loans to reflect S&P's expectation that lenders to both
entities will realize meaningful recovery (50% to 70% of
principal) based on our simulated default scenario.  The outlook
on EPE and EPCO is stable.
     
EPE is a holding company that owns the general partnership
interests and some limited partnership interests in the Enterprise
Products Partners L.P. (BBB-/Stable/--) and the TEPPCO Partners LP
(BBB-/Stable/--) master limited partnerships.  The EPE term loan
will be used to provide permanent financing for the company's
recent acquisition of a 35% minority interest in the general
partner of Energy Transfer Equity, the general partner of Energy
Transfer Partners LP (BBB-/Stable/--; unsolicited rating).
     
The stable outlook on EPE and EPCO reflects our near-term
expectations for continuing stability in the distribution growth
of Enterprise Products, TEPPCO, and Energy Transfer Partners.
      
"The outlook could be revised to negative or ratings could be
lowered if the financial health of any of the underlying MLPs
deteriorates or if distribution growth at the MLP falls below
current expectations," said Standard & Poor's credit analyst
Michael Messer.  "The outlook could be revised to positive or
ratings could be raised if debt reduction occurs as planned at
EPCO Holdings and no new leverage is added at EPE," he continued.


EPOD INTERNATIONAL: March 31 Balance Sheet Upside-down by $670,892
------------------------------------------------------------------
EPOD International Inc.'s balance sheet at March 31, 2007, showed
$2,003,232 million in total assets and $2,674,124 million in total
liabilities, resulting in a $670,892 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $769,146 in total current assets available
to pay $2.7 million in total current liabilities.

The company reported a net loss of $173,069 for the first quarter
ended March 31, 2007, compared with a net loss of $312,930 for the
same period last year.  The company reported zero revenues in both
periods.

The decrease in net loss is primarily due to the decrease in total
operating expenses.  Decreases were recorded in general and
administrative expenses, legal and professional expenses, research
and development expenses, and depreciation and amortization
expenses.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20a2

                        Going Concern Doubt

Williams & Webster P.S., in Spokane, Washington, expressed
substantial doubt about EPOD International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
significant and ongoing operating losses.

                      About Epod International

EPOD International Inc. (OTCBB: EPOI) -- http://www.epodinc.com/  
-- is in the process of developing and producing innovative energy
management and electronic technology with the intent to license
and sell such products and technology.


FITNESS COMPANY: Organizational Meeting Scheduled on July 27
------------------------------------------------------------
The U.S. Trustee for Region 3, will hold an organizational meeting
to appoint an official committee of unsecured creditors in The
Fitness Company Holdings Group, Inc., and its debtor-affiliates'
chapter 11 cases at 10:00 a.m., on July 27, 2007, at the J. Caleb
Boggs Federal Building, Room 2112, 844 North King Street, in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Headquartered in Morristown, New Jersey, The Fitness Company
Holdings Group, Inc. -- http://www.thefitnesscompany.com/-- owns  
and operates fitness centers.  The company and three of its
affiliates filed for chapter 11 protection on July 13, 2007
(Bankr. D. Del. Case Nos. 07-10936 through 07-10939).  Kathleen
Campbell Davis, Esq., at Campbell & Levine, L.L.C., represents the
Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts between
$1 million and $100 million.


FRIENDSHIP VILLAGE: Fitch Affirms Rating on Revenue Bonds at BB+
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on Friendship Village
of Schaumburg's, Illinois, outstanding $80.5 million of series
2005 A&B revenue bonds issued through the Illinois Finance
Authority.  Fitch has also placed the bonds on Rating Watch
Negative.

The Rating Watch Negative reflects the cancellation risk on pre-
sale deposits that are being converted into residency agreements
and the increasing number of independent living unit vacancies in
FVS' existing Bridgegate apartment building.  With the opening of
the new Bridgewater Place project, current depositors are expected
to execute a residency agreement by mid-August.  While FVS has
returned to compliance with marketing covenants as of the March
31, 2007 and June 30, 2007 testing dates, Fitch is concerned that
as depositors are asked to execute a residency agreement a rise in
cancellations may occur which may lead to a violation of the
Sept. 30, 2007 marketing covenant.

Currently, FVS has 136 pre-sale agreements and is required to have
138 by Sept. 30, 2007.  In addition, census in the Bridgegate
apartments has steadily declined from 456 March 31, 2006 to 433 at
March 31, 2007 and management anticipates additional vacancies in
Bridgegate to occur as certain existing residents relocate to
Bridgewater Place.  Management is reviewing their pricing matrix
to assure that all units are appropriately priced to achieve
stabilized occupancy.  Fitch expects to formally review FVS again
in three months.  A violation of Bridgewater Place marketing
covenants and/or a continued decline in census at Bridgegate may
cause downward rating action.

The rating affirmation at 'BB+' reflects a solid start to
occupancy of Bridgewater Place, adequate debt service coverage and
weak liquidity indicators.  The new Bridgewater Place expansion
opened for occupancy on June 19th, 2007.  Through July 17th,
approximately 58 units have been occupied with another 16 units
expected to be occupied by early August.  Including the scheduled
move-ins, FVS is comfortably ahead of its occupancy projections
which is viewed positively by Fitch.  Debt service coverage in
fiscal 2006 and 2007 was adequate at 2.4 times and 2.2x,
respectively.  FVS's unrestricted cash and investments totaled
$14.8 million as of March 31, 2007 which translated into 171 days
cash on hand and just 11% of long term debt.  However, FVS'
liquidity position should grow dramatically as entrance fees on
the Bridgewater Place units are collected. Management has
projected days cash on hand to grow to 355 by the end of fiscal
2008 (year ending March 31, 2008).

Friendship Village of Schaumburg is a Type B Continuing Care
Retirement Community currently consisting of 640 independent
living apartments, 28 independent living cottages, 99 assisted
living units (including 23 dementia units) and 248 skilled nursing
beds.  The facility is located in Schaumburg, IL, approximately 30
miles northwest of downtown Chicago.  In fiscal 2007, FVS had
total revenues of $33.6 million.  FVS' disclosure language
provides for annual audited financials and quarterly financial
statements to be delivered to bondholders.  Fitch views FVS'
disclosure language favorably.  Disclosure to date has been
excellent and includes regularly scheduled investor calls.


GATEHOUSE MEDIA: Completed Offering Cues S&P to Affirm Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
GateHouse Media Operating Inc., including the 'B+' corporate
credit rating.  S&P removed the ratings from CreditWatch, where
they were placed on April 13, 2007 with negative implications,
following the company's announcement that it had agreed to acquire
four daily newspapers from Gannett Co. (A-/Stable/A-2) for
$410 million.  The rating outlook is stable.
     
At the same time, Standard & Poor's revised its recovery rating on
GateHouse's $1.235 billion bank facility to '2', indicating that
lenders can expect substantial (70% to 90%) recovery in the event
of a payment default, from '1'.  The 'BB-' issue-level rating on
this secured debt was affirmed and removed from CreditWatch.  
     
The affirmation follows GateHouse's announcement that it has
completed its follow-on equity offering of 17 million shares,
priced at $18.45 per share.  The company plans to use proceeds
from the transaction to repay its $300 million bridge loan credit
facility and for general corporate purposes.  The offering also
includes a greenshoe option, which grants the underwriters the
option to purchase up to an additional 1.7 million shares,
although it has not yet been determined whether they will exercise
this option.
      
"The 'B+' corporate credit rating on GateHouse is based on the
consolidated credit quality of its holding company parent,
GateHouse Media Inc.," noted Standard & Poor's credit analyst
Peggy Hebard.  "The rating reflects the company's highly leveraged
capital structure as a result of its initial capitalization and
growth through acquisition.  In addition, GateHouse is expected to
pay out a major portion of its free operating cash flow as
dividends.  These factors are offset, in part, by the company's
fairly stable revenues and cash flow throughout the advertising
cycle.  This is attributable to GateHouse's geographic diversity
and the fact that its operations are primarily in non-metropolitan
markets where it is the major source of local news and print
advertising. The company also benefits from healthy operating cash
flow margins, modest capital expenditures, minimal cash income
taxes, and no required debt amortization."


GB RICHARDSON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: G.B. Richardson Property Management Corp.
        143 West 19th Street
        Jacksonville, FL 32206

Bankruptcy Case No.: 07-02972

Chapter 11 Petition Date: July 15, 2007

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Gerald B. Stewart, Esq.
                  220 East Forsyth Street
                  Jacksonville, FL 32202
                  Tel: (904) 353-8876
                  Fax: (904) 356-2776

Estimated Assets: Unstated

Estimated Debts:  Unstated

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


GENERAL MOTORS: Reports Global 2nd Qtr. Sales of 2.4 Mil. Vehicles
------------------------------------------------------------------
General Motors Corp. sold 2.405 million cars and trucks around the
world in the second quarter of 2007, reporting record sales
outside the United States, according to preliminary sales figures.  
GM sold 2.395 million vehicles in the second quarter last year.

"GM's second quarter sales were driven by exceptionally strong
demand in emerging markets," John Middlebrook, GM vice president,
Global Sales, Service and Marketing Operations, said.  "GM global
sales of 4.67 million vehicles for the first half of the year
reflects solid results, in fact we're on track to have our second-
best annual sales performance in our almost 100-year history.  In
the second quarter we experienced record sales growth around the
globe including 20% growth in Latin America, Africa and the Middle
East -- an all-time quarterly record for that region, and 8%
growth in the Asia/Pacific region.  We're also pleased to see
almost 5% growth in Europe where we sold more than 574,000
vehicles."

Chevrolet global sales of 1.13 million vehicles in the second
quarter of 2007 were up more than 4,000 vehicles compared with a
year ago.  The brand grew by 34% in Europe, 24% in Latin America,
Africa and the Middle East and 3% in Asia-Pacific.

Saturn sales in the United States and Canada were up 27%, based
largely on the popularity of three new vehicles, the Sky roadster,
Aura mid-car and Outlook mid-utility crossover vehicle.  Saturn is
launching the all-new Vue small utility crossover and soon will
introduce the Astra small car.  Saturn has two hybrid offerings in
its lineup, the Aura Green Line and Vue Green Line.

Second quarter sales outside the United States has set a record.  
At 1.39 million vehicles, Q2 2007 sales outside of the United
States accounted for about 58% of GM's total global sales, growing
at close to 8% compared with Q2 2006, outpacing the industry
average growth rate of 6%.

In the Latin America, Africa and Middle East region, GM sales
surged to 293,300 vehicles, up 20% in volume compared with 2006,
which set the industry and GM record for the second quarter.  
Sales in Brazil were up 23% for the quarter.

In the Asia/Pacific region, GM sales of 338,000 vehicles were 8%
higher than the previous year's second quarter, and were a record
for the quarter.  GM China sales of 234,000 vehicles posted a more
than 6% sales increase compared with 2006.  GM remained the top-
selling automaker in China.  With these results, GM is on track to
become the first manufacturer in China to exceed one million
vehicles sold annually.  GM's sales in China include sales by
SAIC-GM-Wuling, in which GM owns the maximum permissible interest
for a foreign company, 34%.

In Europe, GM also set a quarterly sales record with deliveries of
574,000 vehicles, up 5%.  Growth in Russia, up 106%, led the
increase.  Chevrolet achieved record European sales of 114,900
vehicles, up 34%, and is fueling GM's growth in Russia.  Vauxhall
sales strength in the UK helped offset significant reductions in
the German market, keeping Opel/Vauxhall share in Europe at 7.4%
for the first half of the year.

In North America, planned reductions in daily rental sales and
softness in the U.S. market due to increasing fuel prices and
concerns about housing, resulted in sales of 1.2 million vehicles,
a decline of 7% compared with a strong quarter the previous year.  
Despite a competitive market for full-size pickups, GM continues
to show pickup truck segment leadership with share gains in the
quarter thanks to the North America Truck of the Year Chevrolet
Silverado and all-new GMC Sierra.  GM's mid-car and mid-utility
crossover segments also saw retail sales gains on the strength of
mid-cars Saturn Aura, Pontiac G6 and Chevrolet Impala, and mid-
utility crossovers GMC Acadia, Saturn Outlook and Buick Enclave.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908, GM employs about
280,000 people around the world.  With global manufactures its
cars and trucks in 33 countries.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                         *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3
Corporate Family Rating and B3 Probability of Default Rating, and
maintained its SGL-3 Speculative Grade Liquidity Rating.  The
rating outlook remains negative.


GENESIS HEALTHCARE: S&P Withdraws B+ Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Genesis
HealthCare Corp., including the 'B+' corporate credit rating,
after removing them from CreditWatch.
      
"The company completed its acquisition by private equity firms
Formation Capital and JER Partners," explained Standard & Poor's
credit analyst David Peknay.
     
All of Genesis's prior debt was repaid on July 13, 2007.


GSI GROUP: Gets Requisite Consents to Amendment Senior Notes
------------------------------------------------------------
The GSI Group, Inc. received the requisite consents to adopt all
of the proposed amendments to the indenture related to its
outstanding 12% Senior Notes due 2013.  The consent solicitation
and the related tender offer are being made in connection with the
previously announced merger of the company's parent, GSI Holdings
Corp., with an affiliate of Centerbridge Capital Partners L.P.

As of 5:00 p.m., New York City time, on July 13, 2007, the company
had received consents and tendered Notes in respect of 100% of the
aggregate outstanding principal amount of Notes.

It is expected that the supplemental indenture effecting the
proposed amendments will be executed shortly but such proposed
amendments will only become operative immediately prior to the
acceptance for payment of all Notes that are validly tendered (and
not withdrawn) on or prior to the Consent Payment Deadline.

The Consent Payment Deadline with respect to the tender offer and
consent solicitation has now passed and withdrawal rights have
terminated.  The tender offer will expire at midnight, New York
City time, on Aug. 13, 2007, unless extended or earlier terminated
by the company.

The tender offer and consent solicitation relating to the Notes
are being made upon the terms and conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated June
29, 2007, and the related Consent and Letter of Transmittal.
Further details about the terms and conditions of the tender offer
and consent solicitation are set forth in the Offer to Purchase.

The company has retained UBS Securities LLC to act as the Dealer
Manager for the tender offer and Solicitation Agent for the
consent solicitation.

                        About The GSI Group

The GSI Group Inc. -- http://www.grainsystems.com/-- manufactures  
agricultural equipment.  The company's grain, swine and poultry
products are used by producers and purchasers of grain, and by
producers of swine and poultry.  The company is comprised of
several manufacturing divisions.  Grain Systems (GSI), and GSI
International are the grain storage, drying and material handling
divisions of The GSI Group.  

GSI manufactures galvanized steel storage bins and many types of
grain drying systems including portable, stacked, tower and
process dryers. In addition, GSI carries a full line of material
handling equipment including augers, bin sweeps, bucket elevators,
conveyors, distributors, chain loop systems, and grain spreaders.

The GSI Group markets its products to over 75 countries worldwide
through a network of independent dealers to grain/protein
producers and large commercial businesses.

                          *     *     *

As reported in the Troubled Company Reporter on July 18, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Assumption, Illinois-based GSI Group Inc. and
revised its outlook to stable from negative.


HANCOCK FABRICS: Amends Bylaws to Allow Uncertified Shares
----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Larry D. Fair, vice president of finance of Hancock
Fabrics Inc., relates that effective July 3, 2007, the Board of
Directors of Hancock Fabrics approved the Amended and Restated
Bylaws of the Company.

The sole change in the Amended and Restated Bylaws appears in
Article IV - Section 3 to allow for the issuance by the Company
of uncertificated shares in book entry format.  By allowing
uncertificated shares, the Company may participate in the Direct
Registration System, which is currently administered by The
Depository Trust Company.   

The Direct Registration System allows investors to have
securities registered in their names without the issuance of
physical certificates and allows investors to transfer securities
electronically without being subject to the risks and delays
associated with transferring physical certificates, according to
Mr. Fair.

A full-text copy of the Amended and Restated Bylaws and the
amended Article IV-Section 3 is available for free at:

             http://researcharchives.com/t/s?21ac

                      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 six 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.  (Hancock Fabric
Bankruptcy News, Issue No. 13, http://bankrupt.com/newsstand/or  
215/945-7000).


HANCOCK FABRICS: Panel Retains Grant Thornton as Financial Advisor
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has authorized the Official Committee of Unsecured Creditors in
Hancock Fabrics Inc. and debtor-affiliates' bankruptcy cases to
retain Grant Thornton as its financial advisor nunc pro tunc to
April 4, 2007.

Grant Thornton's liability will not exceed the fees the firm
receives for the portion of the work giving rise to that
liability, the Court rules.

In addition, the Creditors Committee agrees that Grant Thornton
will not be liable for any exemplary damages or loss.

As reported in the Troubled Company Reporter on May 11, 2007,
Mukesh Bhat, the Committee's co-chairperson, told the Court that
the Debtors are large, complex enterprises and the Official
Committee of Unsecured Creditors requires the services of an
experienced financial advisor,

As financial advisor, Grant Thornton is expected to assist and
advise the Creditors Committee in the analysis of:

   (a) the Debtors' current financial position;

   (b) the Debtors' business plans, cash flow projections,
       restructuring programs, selling, general and
       administrative structure and other reports prepared by the
       Debtors;

   (c) proposed transactions or other actions for which the
       Debtors or other parties-in-interest seek Court approval,
       including the evaluation of competing bids in connection
       with the divestiture of corporate assets, DIP financing or
       use of cash collateral;

   (d) the Debtors' internally prepared financial statements and
       related documentation to evaluate performance of the
       Debtors as compared to their projected results;

   (e) the development, evaluation and documentation of any plan
       of reorganization or strategic transactions; and

   (f) the Debtors' hypothetical liquidation analyses under
       various scenarios.

Grant Thornton will also assist and advise the Creditors
Committee in other services, including other bankruptcy
reorganization and related litigation support efforts, tax
services, valuation assistance, corporate finance, management and
administrative advice, and compensation and benefits.

Furthermore, Grant Thornton will attend and advise at meetings
with the Creditors Committee and its counsel and the Debtors'
representatives and other parties.

Grant Thornton will be paid according to its standard hourly
rates, subject to a 15% discount:

      Professional                        Hourly Rate
      ------------                        -----------
      Partner/Principal/Director          $575 - $625
      Senior Manager                      $455 - $520
      Manager                             $390 - $425
      Senior Consultant                   $270 - $340
      Consultant                          $205 - $215
      Paraprofessional                     $75 - $150

In addition to professional fees, Grant Thornton will be
reimbursed for any reasonable and necessary expenses, including
travel, report production, delivery services and other costs.

James A. Peko, a principal at Grant Thornton, assured the Court
that his firm does not represent any interest adverse to the
Creditors Committee, and is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                      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 six 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.  (Hancock Fabric
Bankruptcy News, Issue No. 13, http://bankrupt.com/newsstand/or  
215/945-7000).


HANSCOM FAMILY: S&P Lowers Rating on Series 2004B Bonds to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Hanscom
Family Housing, LLC's taxable military housing revenue bonds
series 2004A and B to 'BBB+' and 'BB' from 'AA' and 'A', and
placed the ratings on CreditWatch developing due to projected weak
debt service coverage.
     
The rating actions reflect Standard & Poor's financial projections
of debt service coverage of 1.42x for 2004A and 1.14x for 2004B
based on 2006 unaudited financial statements.  Although the debt
service coverage for Hanscom Family Housing, LLC is significantly
strong, there are contributing factors that may cause the coverage
to weaken.
     
Based on Standard & Poor's projections, the contributing factors
are negligible BAH increases over the past several years and lower
than expected NOI, due to construction delays, and diminished
capitalized interest in 2007, which was a source of revenue
eligible to pay debt service on the bonds.
     
The developing CreditWatch implications are the result of the
significant delays in construction completion with only 11% of the
scheduled new construction complete along with the fact that
audited financial statements have not been complete and reviewed
by Standard & Poor's for 2006.  Hanscom Family Housing, LLC series
2004A and B revenue bonds have semiannual interest payment dates
in April and October.
     
Standard & Poor's has received verified fund balances from the
trustee, which indicates that at the projected debt service
coverage level, the Oct. 15 payment date will be met without
withdrawing money from the DSRF for the Series A and B bonds.  It
is uncertain if a withdraw on the DSRF will be required for the
Series B bonds for the future debt service payment due to the
financial stresses.  The debt service reserve fund for both the
series 2004A and 2004B bonds are funded at the maximum annual debt
service.
     
Factors that could lead to a rating upgrade include debt service
coverage higher than projected after release and review of audited
financial statements, and a recovery plan finalized in the near
future.  Factors that could lead to a downgrade include debt
service coverage lower than anticipated, invasion of the debt
service reserve fund and failure to finalize a recovery plan.

The stable outlook reflects the base's high essentiality and
favorable location, coupled with the strength of the Boston area's
real estate market and the fact that the project consists of all
newly constructed units.  Standard & Poor's expects demand for
family housing units at Hanscom Air Force Base to sustain
occupancy rates, pledged revenues, and debt service coverage
consistent with current rating levels.  Downward rating action
could occur if vacancy rates and/or expenses were to significantly
exceed projections, thereby lowering coverage well below
forecasted levels.


HERSHEY CO: Weak Performance Cues S&P's Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on The
Hershey Co. on CreditWatch with negative implications, meaning
that the ratings could either be lowered or affirmed following the
completion of S&P's review.  Total debt outstanding at Hershey was
about $2.2 billion at July 1, 2007.
     
"The CreditWatch placement reflects weak year-to-date performance,
and another downward revision to Hershey's earnings outlook for
2007 primarily due to increasing dairy input costs and slower-
than-expected improvement in the U.S. business," said Standard &
Poor's credit analyst Alison Sullivan.  Prior to the earnings
guidance revision, the company lowered fiscal 2007 earnings
expectations in May 2007.  "We are concerned about the continued
decline in financial performance as credit measures are already
weak for the rating."
     
Adjusted EBITDA was flat year-to-date after adding back business
realignment charges.  Standard & Poor's estimates total debt to
EBITDA to be near 2x for the 12 months ended July 2, 2007.
     
Standard & Poor's will review Hershey's operating, strategic, and
financial plans with management, before resolving the CreditWatch
listing.


HILLCREST SAYLOR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hillcrest Saylor Dairy Farms, L.L.C.
        3684 Kingwood Road
        Rockwood, PA 15557-7802

Bankruptcy Case No.: 07-70808

Type of business: The Debtor owns and operates a dairy farm.

Chapter 11 Petition Date: July 13, 2007

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: David J. Novak, Esq.
                  Spence, Custer, Saylor, Wolfe & Rose, L.L.C.
                  400 U.S. Bank Building, P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Hernley Harvesting          trade debt                 $65,000
432 Ream Road
New Paris, PA 15554

Yachere Feed, Inc.          trade debt                 $49,437
412 Somerset Avenue
Rockwood, PA 15501

Luther P. Miller, Inc.      trade debt                 $43,986
821 Oden Street
Confluence, PA 15424

Animal Medical Center       trade debt                 $42,249

Kinard & Associates         trade debt                 $41,964

Commodity Blenders, Inc.    trade debt                 $41,411

Harlan L. Fricke            trade debt                 $34,545

Nel Net, Inc.               trade debt                 $31,484

Furst McNess                trade debt                 $30,579

J.&L. Hay                   trade debt                 $27,000

Academy Collection          trade debt                 $26,176
Service, Inc.               A.T.&T. Universal
                            Card

Renaissance Nutrition,      trade debt                 $23,837
Inc.

George Hay                  trade debt                 $20,000

John Sines/Sines            trade debt                 $17,500
Harvesting

A.A.A. Financial Service    trade debt                 $15,012

Van Bremen's Refrigeration  trade debt                 $10,736
& Dairy Service, Inc.

Lancaster Dairy/Tri-State   trade debt                  $9,788

Discover                    trade debt                  $9,427

Embry-Riddle Aeronautical   trade debt                  $9,052
University

Dave Eckman                 trade debt                  $8,123


INTERPOOL INC: Moody's Withdraws B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service withdrew the corporate ratings on
Interpool, Inc. upon the announcement the company's shareholders
have approved the purchase of Interpool by certain private equity
funds managed by affiliates of Fortress Investment Group, LLC.

As a part of the transaction, all unsecured debt will be redeemed
or fully tendered upon closure.  Due to the structure of the
transaction, the purchaser has no obligation to provide financial
disclosure going forward.  This action is associated with the
corporate debt ratings on Interpool, Inc. and is not related to
Moody's ratings on Interpool's securitized funding.

The ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain a rating.

These ratings were withdrawn:

Interpool, Inc.

-- Corporate Family (formerly rated B1)
-- Senior Unsecured Notes (formerly rated B2)

Interpool Capital Trust

-- Capital Trust Securities (formerly rated Caa1)

Interpool, Inc., headquartered in Princeton, New Jersey, reported
about $2.2 billion in total assets as of March 31, 2007.


JARDEN CORP: Moody's Affirms B1 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Jarden Corporation's B1
corporate family, B1 probability of default, and B3 senior
subordinated notes ratings and revised the company's rating
outlook to positive from developing.  

At the same time, Moody's downgraded Jarden's senior secured term
loan rating to Ba3 from Ba2, as a result of the company expanding
its senior secured term loan by $500 million, via its "accordion"
feature, to $1.475 million.

Proceeds from the $500 million expansion of term loan B, as well
as proceeds from the company's proposed new $400 million asset
based revolver (not rated by Moody's) and the company's
$300 million accounts receivable securitization program, will be
used to fund the cash portion of the acquisition of K2 including
the tender of the $200 million K2 senior unsecured notes.  Jarden
anticipates canceling its existing $200 million senior secured
revolving credit facility, and Moody's anticipates withdrawing the
Ba2 rating on this facility upon termination.  Moody's expects to
withdraw all K2 ratings upon closing and successful tender for
outstanding rated debt of K2.

"The positive rating outlook reflects the progress that Jarden has
made integrating various acquisitions over the past three years,
which has increased the company's scale of operations and
diversification across a number of product categories where it has
leading positions", said Scott Tuhy, Vice President/Senior Analyst
with Moody's.

The proposed acquisition of K2, on the heels of the recent Pure
Fishing acquisition, is consistent with the company's strategies,
resulting in pro forma sales in excess of $5.5 billion.  
Successful integration of these recent acquisitions, while at the
same time continuing to show sustained organic revenue growth and
improved margins in Jarden's existing businesses, could lead to
positive rating momentum.

The downgrade of Jarden's senior secured term loan to Ba3 from Ba2
reflects the change in capital mix with increased senior debt of
$500 million, without a significant increase in junior capital in
this transaction.  The Ba3 rating of the senior secured term loan
reflects the company's B1 probability of default rating and a loss
given default assessment of LGD 3, reflecting the security
provided to the term loan lenders and support from the high level
of junior capital.  The B3 senior subordinated notes rating
reflects the company's B1 probability of default rating and a loss
given default assessment of LGD 5 reflecting its junior ranking to
the company's secured credit facilities.

These ratings were affirmed:

-- Corporate Family Rating and Probability of Default Rating at
    B1

These ratings were downgraded and assessments amended:

-- $1.475 Billion (increased from $975 million) senior secured
    term loan to Ba3 from Ba2 (LGD 3 -- 36%, was LGD 2 -- 29%)

These ratings were affirmed and assessments amended:

-- $650 million senior subordinated notes at B3 (LGD 5 -- 80%,
    was LGD 5 -- 83%)

Jarden Corporation is a leading manufacturer and distributor of
niche consumer products used in and around the home.  The
company's primary segment includes Consumer Solutions, Branded
Consumables, and Outdoor.  Headquartered in Rye, NY the company
reported consolidated net sales of about $3.85 billion for the 12
month period ended Dec. 31, 2006.


JP MORGAN: Fitch Affirms BB- Rating on $19.7MM Class M Certs.
-------------------------------------------------------------
Fitch has affirmed J.P. Morgan Chase Commercial Mortgage
Securities Corp., series 2006-LDP7, commercial mortgage pass-
through certificates as:

  -- $82.5 million class A-1 at 'AAA';
  -- $255.8 million class A-2 at 'AAA';
  -- $75 million class A-3A at 'AAA';
  -- $100 million class A-3FL at 'AAA';
  -- $94.1 million class A-3B at 'AAA';
  -- $1.6 billion class A-4 at 'AAA';
  -- $170.2 million class A-SB at 'AAA';
  -- $351.7 million class A-1A at 'AAA';
  -- $394 million class A-M at 'AAA';
  -- $310.2 million class A-J at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $78.8 million class B at 'AA';
  -- $44.3 million class C at 'AA-';
  -- $14.8 million class D at 'A+';
  -- $39.4 million class E at 'A';
  -- $39.4 million class F at 'A-';
  -- $49.2 million class G at 'BBB+';
  -- $39.4 million class H at 'BBB';
  -- $44.3 million class J at 'BBB-';
  -- $14.8 million class K at 'BB+';
  -- $14.8 million class L at 'BB';
  -- $19.7 million class M at 'BB-'.
  
Fitch does not rate the $4.9 million class N, $14.8 million class
P, $14.8 million class Q and $44.3 million class NR.

The rating affirmations are the result of stable performance and
minimal pay down since issuance.  As of the July 2007 remittance
report, the transaction has paid down 0.4% to $3.92 billion from
$3.94 billion at issuance.  To date there have been no delinquent
or specially serviced loans.


LBREP/L SUNCAL: Housing Downturn Cues S&P to Lower Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating assigned to LBREP/L SunCal Master I LLC to 'B-' from 'B+'.  
At the same time, S&P lowered the ratings on the first-lien loans
to 'B-' with a '3' recovery rating from 'BB-' with a '1' recovery
rating and the rating on the second-lien loan to 'CCC' with a '6'
recovery rating from 'B+' with a '2' recovery rating.  

Concurrently, S&P removed the ratings from CreditWatch, where they
were placed with negative implications on Dec. 14, 2006.  The
outlook is negative.  

"The downgrades resulted from the sharp housing downturn, which
has materially curtailed homebuilders' demand for lots within
LBREP's master-planned communities and has negatively affected
liquidity," explained Standard & Poor's credit analyst James
Fielding.  "Slower anticipated absorption and higher development
expenditures have also raised leverage on a net-present-value
basis and have negatively affected recovery estimates."
     
While the sponsors' contribution of a modest amount of equity and
the addition of deeply subordinated debt temporarily alleviated
near-term funding concerns, additional capital will be required to
meet liquidity needs in the medium term.
     
The negative outlook reflects the severity and duration of the
national housing downturn, which has caused major homebuilders to
halt land purchases, forfeit lot option deposits, and impair land
holdings.  Standard & Poor's will lower the ratings further if
these conditions continue to negatively affect demand for parcels
within LBREP's master-planned communities or if the company funds
additional cash shortfalls with debt instead of sponsor equity.


MASTR ASSET: S&P Takes Rating Actions on Various Certs. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of mortgage pass-through certificates from four MASTR
Asset Securitization Trust series issued in 2003.  At the same
time, S&P affirmed its ratings on the remaining classes from these
four transactions as well as those from 24 other MASTR series.
     
The raised ratings reflect adequate actual and projected credit
support percentages, as well as low delinquencies and minimal
realized losses.  The upgraded classes are primarily backed by 15-
and 30-year mortgage loans and have at least 1.56x the original
loss coverage levels associated with the higher ratings.  The
appreciated credit support percentages resulted from the shifting
interest structure and significant principal prepayments on the
underlying collateral.
     
As of the June 2007 remittance period, the pools supporting the
nine upgraded classes had outstanding balances ranging from 17.76%
(series 2003-1) to 32.88% (series 2003-4) of their original sizes.  
Furthermore, total delinquencies in the upgraded series ranged
between 0.42% (series 2003-4) and 1.58% (series 2003-2) of the
current pool principal balances, with the largest percentage of
severe delinquencies (90-plus days, foreclosures, and REOs) coming
from series 2003-3 (0.52%).  Cumulative realized losses ranged
from 0.00% (series 2003-2, 2003-3, and 2003-4) to 0.04% (series
2003-1) of the original pool balances.
     
The affirmed ratings reflect adequate actual and projected credit
enhancement levels that are sufficient to support the certificates
at their current rating levels.  The mortgage pools backing the
classes with the affirmed ratings had total delinquencies ranging
from 0.00% (various series) to 2.10% (series 2004-9) and severe
delinquencies ranging from 0.00% (various series) to 0.63% (series
2006-1).  
     
Cumulative realized losses, as a percentage of the original pool
balances, ranged from 0.00% (all series except the 2003-1 series)
to 0.04% (series 2003-1).  Additionally, during the June 2007
remittance period, all pools experienced zero monthly net losses.
     
Subordination provides credit support for these transactions.  
This senior-subordinate structure has shifting interest features
and cross-collateralization.  The underlying collateral backing
the certificates primarily consists of 15- and 30-year prime
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties.


                          Ratings Raised

                MASTR Asset Securitization Trust
               Mortgage pass-through certificates

                                       Rating
                                       ------
              Series      Class    To         From
              ------      -----    --         ----
              2003-1      30-B-3   AA-        A+
              2003-1      30-B-4   A-         BBB+
              2003-2      30-B-3   AA         AA-
              2003-2      30-B-4   A          A-
              2003-3      B-3      A+         A
              2003-3      B-4      BBB+       BBB
              2003-4      6-B-2    AA         AA-
              2003-4      6-B-3    A-         BBB+
              2003-4      6-B-4    BBB-       BB+  


                      Ratings Affirmed
     
              MASTR Asset Securitization Trust
             Mortgage pass-through certificates

Series                       Class                       Rating
------                       -----                       ------
2002-8  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-11, 1-PO   AAA
2002-8  1-A-X, 2-A-5, 2-A-6, 2-PO, 2-A-X, B-1, B-2        AAA
2002-8  B-3                                               AA+
2003-1  1-A-1, 2-A-3, 2-A-4, 2-A-6, 2-A-8, 2-A-10, 2-A-11 AAA

2003-1  2-A-12, 2-A-13, 2-A-14, 2-A-15, 2-A-16, 2-A-17,
         2-A-18                                            AAA

2003-1  2-A-20, 3-A-1, 3-A-2, 3-A-3, 3-A-4, 3-A-5, 3-A-6  AAA
2003-1  3-A-7, PO, 15-A-X, 30-A-X, 15-B-1, 30-B-1         AAA
2003-1  15-B-2, 30-B-2                                    AA+
2003-1  15-B-3                                            A+
2003-1  15-B-4                                            BBB
2003-1  15-B-5                                            BB
2003-1  30-B-5                                            B+
2003-2  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-6, 2-A-7, 2-A-8   AAA

2003-2  2-A-9, 2-A-10, 3-A-2, 3-A-5, 3-A-10, 3-A-11,
         3-A-12                                            AAA

2003-2  3-A-13, 3-A-14, 15-A-X, PO, 15-B-1, 30-A-X,
         30-B-1                                            AAA

2003-2  30-B-2                                            AA+
2003-2  15-B-2                                            AA-
2003-2  15-B-3                                            BBB+
2003-2  15-B-4                                            BB+
2003-2  30-B-5                                            BB
2003-2  15-B-5                                            B
2003-3  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 3-A-2, 3-A-3   AAA
2003-3  3-A-4, 3-A-5, 3-A-6, 3-A-7, 3-A-8, 3-A-15, 3-A-16 AAA
2003-3  3-A-17, 3-A-18, 4-A-1, 5-A-1, PO-1, PO-2          AAA
2003-3  A-X-1, A-X-2, A-X-3, A-X-4, B-1                   AAA
2003-3  B-2                                               AA+
2003-3  B-5                                               BB

2003-4  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6,
         2-A-7                                             AAA

2003-4  3-A-1, 3-A-2, 4-A-1, 4-A-2, 4-A-3, 5-A-1,
         6-A-1, 6-A-2                                      AAA

2003-4  6-A-3, 6-A-5, 6-A-6, 6-A-7, 6-A-8, 6-A-9,
         6-A-10, 6-A-11                                    AAA

2003-4  6-A-16, 6-A-17, 7-A-1, 7-A-2, 8-A-1, 8-A-2,
         8-A-3, 8-A-4                                      AAA

2003-4  C-A-1, C-A-2, PO, 15-A-X, 30-A-X                  AAA
2003-4  B-1, 6-B-1                                        AA+
2003-4  B-2                                               AA
2003-4  B-3                                               A
2003-4  B-4                                               BBB
2003-4  B-5                                               B+
2003-4  6-B-5                                             B
2003-5  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 3-A-1   AAA
2003-5  4-A-1, 4-A-2, 4-A-3, 4-A-4, 4-A-5, 5-A-1          AAA
2003-5  15-PO, 30-PO, 15-AX, 30-AX                        AAA
2003-5  B-1                                               AA+
2003-5  B-2                                               A+
2003-5  B-3                                               BBB+
2003-5  B-4                                               BB
2003-5  B-5                                               B
2003-6  1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-5, 4-A-1   AAA
2003-6  5-A-1, 6-A-1, 6-A-2, 6-A-3, 6-A-4, 6-A-5, 6-A-6   AAA
2003-6  6-A-7, 6-A-8, 6-A-9, 7-A-1, 8-A-1, 9-A-1, 9-A-2   AAA
2003-6  9-A-3, 9-A-4, 9-A-5, 9-A-6, 9-A-7, PO             AAA     
2003-6  PP-A-X, 15-A-X, 30-A-X                            AAA
2003-6  15-B-1                                            AA+
2003-6  30-B-1                                            AA
2003-6  15-B-2                                            A+
2003-6  30-B-2                                            A
2003-6  15-B-3, 30-B-3                                    BBB
2003-6  15-B-4, 30-B-4                                    BB
2003-6  15-B-5, 30-B-5                                    B

2003-7  1-A-1, 1-A-2, 1-A-3, 2-A-1, 2-A-2, 2-A-3,
         2-A-4, 2-A-5                                      AAA

2003-7  2-A-6, 2-A-7, 3-A-1, 3-A-2, 4-A-1, 4-A-2,
         4-A-3, 4-A-4                                      AAA
2003-7  4-A-6, 4-A-7, 4-A-8, 4-A-12, 4-A-18, 4-A-19,
         4-A-21                                            AAA

2003-7  4-A-22, 4-A-24, 4-A-32, 4-A-33, 4-A-34,
         4-A-35, 4-A-36                                    AAA

2003-7  4-A-37, 4-A-38, 4-A-41, 4-A-42, 4-A-44,
         4-A-45, 4-A-46                                    AAA

2003-7  5-A-1, 15-PO, 30-PO, PP-A-X, 15-A-X, 30-A-X       AAA
2003-7  B-1                                               AA
2003-7  B-2                                               A
2003-7  B-3                                               BBB
2003-7  B-4                                               BB
2003-7  B-5                                               B

2003-8  1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4,
         3-A-5, 3-A-6                                      AAA

2003-8  3-A-7, 3-A-8, 3-A-9, 3-A-10, 3-A-11, 3-A-12,
         3-A-13                                            AAA

2003-8  4-A-1, 4-A-2, 5-A-1, 5-A-2, 6-A-1, 7-A-1, 8-A-1   AAA
2003-8  15-PO, 30-PO, PP-A-X, 15-A-X, 30-A-X              AAA
2003-8  B-1                                               AA
2003-8  B-2                                               A
2003-8  B-3                                               BBB
2003-8  B-4                                               BB
2003-8  B-5                                               B

2003-9  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5,
         2-A-6, 2-A-7                                      AAA

2003-9  2-A-8, 2-A-9, 2-A-10, 2-A-11, 2-A-12, 3-A-1,
         4-A-1                                             AAA

2003-9  4-A-2, 5-A-1, 5-A-2, 5-A-3, 15-PO, 30-PO,
         15-A-X, 30-A-X                                    AAA

2003-9  B-1                                               AA
2003-9  B-2                                               A
2003-9  B-3                                               BBB
2003-9  B-4                                               BB
2003-9  B-5                                               B
2003-10 1-A-1, 1-A-2, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4   AAA
2003-10 3-A-5, 3-A-6, 3-A-7, 4-A-1, 5-A-1, 6-A-1          AAA
2003-10 15-PO, 30-PO, 15-A-X, 30-A-X                      AAA
2003-10 B-1                                               AA
2003-10 B-2                                               A
2003-10 B-3                                               BBB
2003-10 B-4                                               BB
2003-10 B-5                                               B

2003-11 1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5,
         2-A-6, 2-A-7                                      AAA

2003-11 2-A-8, 2-A-9, 2-A-10, 2-A-11, 2-A-12, 3-A-1,
         3-A-2                                             AAA

2003-11 3-A-3, 4-A-1, 5-A-1, 5-A-2, 6-A-1, 6-A-2,
         6-A-3, 6-A-4                                      AAA

2003-11 6-A-6, 6-A-7, 6-A-8, 6-A-9, 6-A-10, 6-A-11,
         6-A-12                                            AAA

2003-11 6-A-13, 6-A-14, 6-A-15, 6-A-16, 6-A-17,
         7-A-1, 7-A-2                                      AAA

2003-11 7-A-3, 7-A-4, 7-A-5, 7-A-6, 7-A-7, 8-A-1,
         9-A-1, 9-A-2                                      AAA

2003-11 9-A-3, 9-A-4, 9-A-5, 9-A-6, 9-A-7, 9-A-8, 10-A-1  AAA
2003-11 15-PO, 30-PO, 15-A-X, 30-A-X                      AAA
2003-11 B-1                                               AA
2003-11 B-2                                               A
2003-11 B-3                                               BBB
2003-11 B-4                                               BB
2003-11 B-5                                               B

2003-12 1-A-1, 1-A-2, 2-A-1, 3-A-1, 3-A-2, 3-A-3,
         3-A-4, 3-A-5                                      AAA

2003-12 3-A-6, 3-A-7, 3-A-8, 3-A-9, 3-A-10, 4-A-1,
         5-A-1, 5-A-2                                      AAA

2003-12 6-A-1, 6-A-2, 15-PO, 30-PO, 15-A-X, 30-A-X        AAA
2003-12 B-1                                               AA
2003-12 B-2                                               A
2003-12 B-3                                               BBB
2003-12 B-4                                               BB
2003-12 B-5                                               B

2004-1  1-A-1, 1-A-3, 1-A-6, 1-A-7, 1-A-8, 1-A-9,
         1-A-10, 1-A-11                                    AAA

2004-1  1-A-12, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4,
         3-A-5, 3-A-6                                      AAA

2004-1  3-A-7, 3-A-8, 4-A-1, 4-A-2, 5-A-4, 5-A-8,
         5-A-13, 5-A-14                                    AAA

2004-1  5-A-15, 5-A-16, 5-A-17, 5-A-18, 5-A-19, 5-A-20    AAA
2004-1  15-PO, 30-PO, 15-A-X, 30-A-X                      AAA
2004-1  B-1                                               AA
2004-1  B-2                                               A
2004-1  B-3                                               BBB
2004-1  B-4                                               BB
2004-1  B-5                                               B

2004-3  1-A-1, 1-A-2, 1-A-3, 2-A-1, 3-A-1, 3-A-2,
         4-A-2, 4-A-3                                      AAA

2004-3  4-A-4, 4-A-5, 4-A-6, 4-A-7, 4-A-8, 4-A-9, 4-A-10  AAA
2004-3  4-A-11, 4-A-12, 4-A-13, 4-A-14, 4-A-15, 5-A-1     AAA
2004-3  PO, 5-A-X, 15-A-X, 30-A-X                         AAA
2004-3  B-1                                               AA
2004-3  B-2                                               A
2004-3  B-3                                               BBB
2004-3  B-4                                               BB
2004-3  B-5                                               B

2004-4  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6,
         1-A-7, 1-A-8                                      AAA

2004-4  2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6,
         2-A-7, 2-A-8                                      AAA

2004-4  3-A-1, PO, 15-A-X, 30-A-X                         AAA
2004-4  B-4                                               BB
2004-4  B-5                                               B
2004-5  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 2-A-1   AAA
2004-5  15-PO, 30-PO, 15-A-X, 30-A-X                      AAA
2004-5  B-3                                               BBB-
2004-5  B-4                                               BB
2004-5  B-5                                               B

2004-6  1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3, 2-A-4,
         2-A-5, 2-A-6                                      AAA

2004-6  2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11, 2-A-12,
         2-A-13                                            AAA

2004-6  2-A-14, 2-A-15, 3-A-1, 4-A-1, 5-A-1, 5-A-2,
         6-A-1, 7-A-1                                      AAA

2004-6  15-PO, 30-PO, 15-A-X, 30-A-X                      AAA
2004-6  1-B-1, B-1                                        AA
2004-6  1-B-2, B-2                                        A
2004-6  1-B-3, B-3                                        BBB
2004-6  1-B-4, B-4                                        BB
2004-6  1-B-5, B-5                                        B
2004-8  1-A-1, 2-A-1, 3-A-1, 4-A-2, 4-A-3                 AAA
2004-8  PO, A-X                                           AAA
2004-8  B-1, 4-B-1                                        AA
2004-8  B-2, 4-B-2                                        A
2004-8  B-3, 4-B-3                                        BBB
2004-8  B-4, 4-B-4                                        BB
2004-8  B-5, 4-B-5                                        B

2004-9  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 3-A-1,
         3-A-2, 3-A-3                                      AAA

2004-9  3-A-4, 3-A-5, 3-A-6, 3-A-7, 4-A-1, 5-A-1,
         6-A-1, 7-A-1                                      AAA

2004-9  8-A-2, PO, 15-A-X, 30-A-X                         AAA
2004-9  15-B-1, 8-B-1                                     AA
2004-9  15-B-2, 8-B-2                                     A
2004-9  15-B-3, 8-B-3                                     BBB
2004-9  30-B-3                                            BBB-
2004-9  15-B-4, 8-B-4, 30-B-4                             BB
2004-9  15-B-5, 8-B-5, 30-B-5                             B

2004-10 1-A-1, 2-A-1, 2-A-2, 2-A-3, 3-A-1, 4-A-1,
         4-A-2, 4-A-3                                      AAA

2004-10 4-A-4, 5-A-1, 5-A-2, 5-A-3, 5-A-4, 5-A-5,
         5-A-6, 6-A-1                                      AAA

2004-10 15-PO, 30-PO, 15-A-X, 30-A-X                      AAA
2004-10 B-1                                               AA
2004-10 B-2                                               A
2004-10 B-3                                               BBB
2004-10 B-4                                               BB
2004-10 B-5                                               B

2004-11 1-A-1, 2-A-1, 3-A-1, 4-A-1, 4-A-2, 4-A-3,
         4-A-4, 4-A-5                                      AAA

2004-11 5-A-1, 5-A-2, 5-A-3, 5-A-4, 5-A-5                 AAA
2004-11 15-PO, 30-PO, 15-A-X, 30-A-X                      AAA
2004-11 B-5                                               B
2004-P2 A-1, A-1-IO, A-2                                  AAA
2004-P2 B-1                                               AA
2004-P2 B-2                                               A
2004-P2 B-3                                               BBB
2004-P2 B-4                                               BB
2004-P2 B-5                                               B
2005-1  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6   AAA
2005-1  2-A-7, 2-A-8, 2-A-9, 15-A-X, 30-A-X, 15-PO, 30-PO AAA
2005-1  B-1                                               AA
2005-1  B-4                                               BB
2005-1  B-5                                               B
2005-2  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6          AAA
2005-2  2-A-1, 2-A-2, 3-A-1, 4-A-1, PO, A-X               AAA
2005-2  B-1                                               AA
2005-2  B-2                                               A
2005-2  B-3                                               BBB
2005-2  B-4                                               BB
2005-2  B-5                                               B
2006-1  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-7   AAA

2006-1  1-A-8, 1-A-9, 1-A-10, 1-A-11, 1-A-12,
         1-A-13, 1-A-14                                    AAA

2006-1  2-A-1, 2-A-2, 3-A-1, 3-A-2, 4-A-1                 AAA
2006-1  A-LR, A-UR, 15-A-X, 30-A-X, 15-PO, 30-PO          AAA
2006-1  B-1                                               AA
2006-1  B-2                                               A
2006-1  B-3                                               BBB
2006-1  B-4                                               BB
2006-1  B-5                                               B
2006-2  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-7   AAA

2006-2  1-A-8, 1-A-9, 1-A-10, 1-A-11, 1-A-12,
         1-A-13, 1-A-14                                    AAA

2006-2  1-A-15, 1-A-16, 1-A-17, 1-A-18, 1-A-19,
         1-A-20, 1-A-21                                    AAA

2006-2  1-A-22, 1-A-23, 1-A-24, 1-A-25, 1-A-26,
         1-A-27, 1-A-28                                    AAA

2006-2  1-A-29, 1-A-30, 1-A-31, 1-A-32, 1-A-33,
         1-A-34, 1-A-35                                    AAA

2006-2  2-A-1, 2-A-2, 2-A-3, A-LR, A-UR, PO, A-X          AAA
2006-2  B-1                                               AA
2006-2  B-2                                               A
2006-2  B-3                                               BBB
2006-2  B-4                                               BB
2006-2  B-5                                               B
2006-3  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-7   AAA
2006-3  1-A-8, 1-A-9, 1-A-10, 1-A-11, 2-A-1, 2-A-2, 2-A-3 AAA
2006-3  2-A-4, 2-A-5, 3-A-1, 15-PO, 30-PO, 15-AX, 30-AX   AAA
2006-3  B-1                                               AA-
2006-3  B-2                                               A-
2006-3  B-3                                               BBB
2006-3  B-4                                               BB-
2006-3  B-5                                               B  


MCCLATCHY COMPANY: Earns $40 Million in Second Qtr. Ended June 30
-----------------------------------------------------------------
The McClatchy Company's total net income for the 2007 quarter was
$40 million, compared to total net income of $44.1 million, in the
2006 second quarter.  

Second quarter 2007 earnings from continuing operations of
$39.2 million, subject to final resolution of the accounting
treatment of The Seattle Times settlement.

Earnings from continuing operations in the second quarter of 2006
were $32.2 million.  Discontinued operations reflect the results
of the Minneapolis Star Tribune newspaper which was sold on
March 5, 2007.  As a result of the acquisition of Knight Ridder on
June 27, 2006, the company issued 35 million Class A shares which
negatively impacted earnings per share for the 2007 quarter.

Revenues from continuing operations in the second quarter of 2007
were $580 million, compared to revenues from continuing operations
of $212 million in 2006.  The increase in revenues reflects the
addition of 20 newspapers acquired in the acquisition.  On a pro
forma basis, including all newspapers as if they had been owned
since the beginning of 2006, revenues from continuing operations
were down 8.3% from 2006 pro forma second quarter revenues of
$632.4 million.  Advertising revenues were $488.3 million, down
9.8% from pro forma advertising in 2006, and circulation revenues
were $69.7 million, down 4.6% on a pro forma basis.

Earnings from continuing operations included a loss from the
company's investments in unconsolidated companies of $3.4 million,
compared to income in the second quarter of 2006, of $500,000.  
The 2007 loss was due primarily to the operating results of its
newsprint investments, which were partially offset by income from
other investments.

                        First Half Results

The company's total net income, including the results of
discontinued operations, for the first half of 2007 was
$49 million, compared to total net income of $71.9 million, in
2006.

Earnings from continuing operations for the first half of 2007
were $53.8 million, compared to earnings from continuing
operations of $54 million, in the first half of 2006.

Revenues from continuing operations in the first half of 2007
were $1.15 billion, up $740.1 million from 2006 revenues of
$406.5 million, due primarily to the addition of the 20 former
Knight Ridder newspapers acquired in the third quarter of 2006.
Advertising revenues totaled $965.3 million and circulation
revenues were $141.6 million.

On a pro forma basis, including the 20 former Knight Ridder

newspapers in the first half 2006, total revenues in 2007 would
have been down 6.7%, with advertising revenues down 7.6%, and
circulation revenues down 4.1%.

Cash operating expenses were down 9.3% in the first half and
operating cash flow was up 2.4% in the first six months of the
year.

Interest expense from continuing operations for the first half of
2007 includes $5.7 million related to $530 million in debt repaid
from the proceeds of the sale of the Star Tribune on March 5,
2007.  However, the operations of the Star Tribune were included
in discontinued operations during the first two months of 2007.  
In addition, earnings from continuing operations included a loss
from its investments in unconsolidated companies of $13.1 million,
primarily related to its newsprint joint ventures as discussed
above, compared to income in the first half of 2006 of $900,000.

                       Management's Comments

Commenting on second quarter and first half results, Gary Pruitt,
chairman and chief executive officer, said, "Advertising results
worsened across the board in the second quarter of 2007, but
particularly in real estate advertising.  Nearly three-quarters of
our advertising declines are coming from California and Florida,
two regions that benefited strongly from the real estate boom, and
are likewise being hurt in the subsequent real estate slowdown.  
Advertising revenues were down 17.8% in these two regions in the
second quarter and were down 14.4% through June 2007.  The housing
sector is an important component of these states' economies.
Hence, California and Florida also account for a majority of the
decline in auto and employment advertising, as the real estate
downturn is having an impact on these categories as well.  
Cyclical factors represent a significant portion of the current
advertising downturn. In looking longer term, we feel good about
our California and Florida regions.  They were the best performers
in the recent past, and we expect them to be strong performers
again. In the meantime, our other regions are faring better and we
continued to focus on cost controls to help offset the impact of
the revenue challenges.

"We were pleased to see our operating cash flow increase 4.4% to
$155.7 million in the quarter and we were able to show substantial
improvement in operating cash flow margin-up 3.3 points from the
pro forma 2006 quarter to 26.9% in the second quarter of 2007.  We
believe few newspaper operations can show growth in operating cash
flow and related margins in this environment.

"As we look to the third quarter, we expect continued declines in
real estate advertising, particularly in the California and
Florida newspapers.  We expect no substantial improvement in
advertising trends before the fourth quarter of 2007 and expect
that revenues will likely still be negative in that quarter.  
Also, we expect to record losses from our equity investments that
reflect the impact of lower newsprint prices and higher raw
material prices on the results of both SP Newsprint Co (SP) and
Ponderay Newsprint Company. We expect our total equity losses to
equate to seven cents per share in the third quarter largely from
these equity investments. As a result of the recently announced
strategic alternative review at SP we are seeking to monetize this
asset for our shareholders and end the equity losses from that
investment, although the timing of any transaction is not yet
clear.

"With our portfolio of newspapers and digital assets in growth
markets, new alliances with technology companies, and changes we
are making in our cost structure, we approach the future with
confidence.  As we mentioned at the Mid-Year Media Conference last
month, we are continuing our talks with Gannett and Tribune about
changing our affiliate agreement with CareerBuilder to be more
equitable for our newspapers and are hopeful that a resolution
will be reached shortly.  It is our clear preference to remain
with CareerBuilder, and we will update investors once we have made
a decision on our online employment solution.

"In the meantime, we are working hard to offset the impact of
revenue declines by exerting strong cost discipline.  We are
building a company for the long term, and we plan on generating
value for our shareholders."

Pat Talamantes, McClatchy's chief financial officer, said, "Debt
at the end of the second quarter was $2.68 billion, down
approximately $79 million since the end of the first quarter of
2007.  Currently, we are in the midst of several de-leveraging
transactions related to the sale of certain assets and real
property.  With these transactions and free cash generated by
operations we expect to reduce debt by approximately $600 million
to $700 million over the next 18 months."

                       About The McClatchy

The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/--   
is the third largest newspaper company in the United States, with
31 daily newspapers and approximately 50 non-dailies. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
(Fort Worth) Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The (Raleigh) News & Observer.

                          *     *     *

As reported in the Troubled Company Reporter on May 10, 2007,
Standard & Poor's Ratings Services lowered its ratings on the
senior unsecured debt assumed by The McClatchy Co. from Knight
Ridder Inc. to 'BB-' from 'BB+'.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
May 3, 2007.
     
At the same time, all other ratings on McClatchy, including the
'BB+' corporate credit rating, were affirmed.  The rating outlook
is stable.


MCCLATCHY CO: Seattle Times to Pay $24 Mil. Settlement to Hearst
----------------------------------------------------------------
During the second quarter of 2007, The Seattle Times Company, in
which The McClatchy Company owns a 49.5% equity interest, and The
Hearst Corporation entered into an agreement to settle certain
outstanding legal issues and amend their joint operating
agreement.  As a result, STC is expected to make a payment of
about $24 million to Hearst in the third quarter of 2007.

The company is in the process of reviewing the agreement and the
appropriate accounting treatment.  

The company's share of such payment may be capitalized, or may be
expensed as part of equity loss in the second quarter of 2007.  If
expensed in the second quarter of 2007, the impact on earnings
will be a charge equal to six cents per share.  

The final accounting treatment for this item will be reflected in
the company's second quarter 2007 results in its Form 10-Q filed
with the Securities and Exchange Commission on or before Aug. 10,
2007.

                     About Hearst Corporation

The Hearst Corporation -- http://www.hearstcorp.com/-- is a  
diversified communications company with operations in the
newspaper, magazine, broadcasting, entertainment and syndication,
interactive media and business media industries.

Hearst Newspapers publishes 12 daily newspapers nationwide. Hearst
Magazines publishes magazines in the United States and more than
100 countries.  Hearst Broadcasting includes television stations,
radio stations, and an interest in a television/production
company.  Hearst Entertainment and Syndication includes cable
network partnerships, television programming activities and
newspaper syndication and merchandise licensing operations.  
Hearst Interactive Media manages consumer- and business-related
Internet sites, and makes strategic investments in Internet-
related companies.

                      About The Seattle Times

The Seattle Times Company -- http://www.seattletimescompany.com/
-- 110-year-old locally owned, private and independent news and
information company.  Founded in 1896 by Alden J. Blethen, The
Seattle Times Company is a fourth- and fifth-generation family
business.  Its flagship newspaper, The Seattle Times, is the
largest daily newspaper in Washington state and the largest Sunday
newspaper in the Northwest.

Under a joint operating agreement we also manage advertising,
production, circulation and marketing for the Seattle Post-
Intelligencer, a separately owned newspaper with a separate and
competitive news department.

                       About The McClatchy

The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/--   
is the third largest newspaper company in the United States, with
31 daily newspapers and approximately 50 non-dailies. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
(Fort Worth) Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The (Raleigh) News & Observer.


MCMORAN EXPLORATION: Expects to Close Newfield Buy in August 2007
-----------------------------------------------------------------
McMoRan Exploration Company's agreement in June 2007 to purchase
the Gulf of Mexico Shelf oil and gas properties of Newfield
Exploration Company and certain exploration rights for cash
consideration of $1.1 billion is expected to close in August 2007,
subject to customary closing conditions.  The transaction was
effective July 1, 2007.

The acquisition will provide McMoRan a diversified portfolio of
oil and gas properties with significant production and cash flow
generating capacity and an expanded exploration acreage position
to pursue opportunities on the Shelf of the Gulf of Mexico.

McMoRan has received financing commitments from JPMorgan and
Merrill Lynch & Co., which will be used to fund the transaction,
repay McMoRan's existing $100 million term loan and provide
working capital.  The financing commitment includes a secured
revolving bank credit facility and an interim bridge loan
facility.  McMoRan currently expects to close the transaction with
a $700 million bank credit facility, a portion of which will be
undrawn, and $800 million in bridge financing.  McMoRan expects to
issue long-term notes and equity and equity-linked securities to
replace the bridge loan facility.

The properties include 125 fields on 146 offshore blocks currently
producing approximately 263 MMcfe/d and which averaged 267 MMcfe/d
in the second quarter of 2007. Proved reserves as of July 1, 2007
for these properties, are estimated at 327 billion cubic feet of
natural gas equivalents (Bcfe), approximately 70 percent of which
are natural gas. Approximately ninety percent of the proved
reserves for the acquired properties were based on estimates by
Ryder Scott Company, L.P. Offshore leases included in the purchase
agreement total approximately 1.3 million gross acres.

McMoRan is also acquiring a 50% interest in Newfield's
nonproducing exploration leases on the Shelf and certain of
Newfield's interests in leases associated with its Treasure Island
prospect inventory.  Upon closing, McMoRan will be appointed
operator of the Treasure Island leases subject to customary
approvals.

McMoRan is retaining personnel and contractors that have supported
Newfield's management of the acquired properties.  In addition,
the explorationists from McMoRan and Newfield will jointly pursue
exploration activities on nonproducing leases on the Shelf held by
Newfield.

                    About Newfield Exploration

Newfield Exploration Company (NYSE: NFX) -- http://www.newfld.com/
-- engages in the exploration, development, and acquisition of
crude oil and natural gas properties primarily in the United
States.  As of Dec. 31, 2006, the company had proved reserves of
2.3 trillion cubic feet equivalent.  The company was founded in
1988 and is based in Houston, Texas.

                    About McMoran Exploration

McMoRan Exploration Company (NYSE: MMR) --
http://www.mcmoran.com-- is an independent public company  
engaged in the exploration, development and production of oil and
natural gas offshore in the Gulf of Mexico and onshore in the Gulf
Coast area.  McMoRan is also pursuing plans for the development of
the Main Pass Energy HubTM which will be used for the receipt and
processing of liquefied natural gas and the storage and
distribution of natural gas.


MCMORAN EXPLORATION: June 30 Balance Sheet Upside-Down by $49.9MM
-----------------------------------------------------------------
McMoRan Exploration Co. had total assets of $446 million, total
liabilities of $495.9 million, and total stockholders' deficit of
$49.9 million at June 30, 2007.

Net loss was $6.5 million for the second quarter of 2007, compared
with net income of $14.1 million, for the second quarter of 2006.

McMoRan's net loss from continuing operations for the second
quarter of 2007 totaled $4.2 million, including $5.3 million of
exploration expense and $2.8 million of start-up costs associated
with Main Pass Energy Hub(TM).

During the second quarter of 2006, McMoRan's income from
continuing operations totaled $16.1 million, including
$6.8 million of exploration expense and $2.9 million of MPEH(TM)
start-up costs.

McMoRan's second-quarter 2007 oil and gas revenues totaled
$45 million, compared to $50.3 million during the second quarter
of 2006.  During the second quarter of 2007, McMoRan's sales
volumes totaled 2.9 Bcf of gas and 349,100 barrels of oil and
condensate, including 160,900 barrels from Main Pass Block 299,
compared to 3.9 Bcf of gas and 360,700 barrels of oil and
condensate, including 203,600 barrels from Main Pass Block 299, in
the second quarter of 2006.  McMoRan's second-quarter comparable
average realizations for gas were $8.07 per thousand cubic feet
(Mcf) in 2007 and $6.90 per Mcf in 2006; for oil and condensate,
including Main Pass Block 299, McMoRan received an average of
$62.87 per barrel in second-quarter 2007 compared to $64.96 per
barrel in second-quarter 2006.

                      Capital Expenditures

Capital expenditures totaled $38.2 million for the second quarter
of 2007 and $76.6 million for the six-months ended June 30, 2007.
Capital expenditures are expected to approximate $225 million for
the year, including approximately $160 million for exploration and
development expenditures associated with McMoRan's deep gas
activities and $65 million for development costs associated with
the Newfield properties in the second half of 2007.  Spending may
be increased as additional opportunities become available or to
fund additional development capital expenditures on successful
wells.  In addition, McMoRan plans to incur approximately
$6 million to advance commercialization of the MPEH(TM) in the
second half of 2007.

                    Preferred Stock Conversion

In June 2007, all of the holders of McMoRan's 5% Convertible
Preferred Stock elected to convert into common stock, resulting in
the issuance of approximately 6.2 million shares of McMoRan common
stock.  After giving effect to this transaction, common shares
outstanding total approximately 34.7 million shares.  The
transaction will result in preferred dividend savings of
$1.5 million per annum.

                             Highlights

   -- Agreement to acquire Gulf of Mexico Shelf properties from
      Newfield Exploration Company for $1.1 billion.  Transaction
      is expected to close in August 2007.

   -- Positive drilling results from the Flatrock exploratory well
      at South Marsh Island Block 212 indicate a potential major
      discovery.  Drilling continues to evaluate deeper bjectives.

   -- Three additional exploration wells in-progress:

      -- Cottonwood Point discovery at Vermilion Block 31
      
      -- Wireline logs have indicated 43 feet of net hydrocarbons
      
      -- Drilling continues to evaluate deeper objectives

      -- Cas, South Timbalier Block 70
  
      -- Mound Point South, Louisiana State Lease 340

   -- McMoRan has reported 17 discoveries on 31 prospects drilled
      and evaluated since 2004, including four discoveries in
      2007.  Four additional prospects are either in progress or
      not fully evaluated.

   -- Second-quarter 2007 production averaged 54 million cubic
      feet of natural gas equivalents (MMcfe/d) net to McMoRan,
      compared with second-quarter 2006 average production of
      67 MMcfe/d.

   -- Pro forma third-quarter 2007 production is expected to
      average 300 MMcfe/d net to McMoRan, including production
      from properties acquired in the Newfield transaction.

James R. Moffett and Richard C. Adkerson, McMoRan's Co-Chairmen,
said: "The recently announced results from our Flatrock prospect,
indicating a potential major discovery, demonstrate our
opportunities to add significant reserves and production through
our active Deep Gas exploration program. The acquisition of the
Newfield's Gulf of Mexico shelf properties, with its significant
reserves and production, will provide attractive exploration and
development opportunities to augment McMoRan's focused Deep Gas
exploration strategy and create a dynamic company with strong cash
flows and high impact exploration projects."

                  Main Pass Energy Hub(Tm) Update

McMoRan is continuing discussions with potential LNG suppliers as
well as gas marketers and consumers in the United States to
develop commercial arrangements for the facilities. As previously
reported, MARAD approved McMoRan's license application for its
MPEH(TM) project in January 2007.

                    About McMoran Exploration

McMoRan Exploration Co. (NYSE: MMR) -- http://www.mcmoran.com--   
is an independent public company engaged in the exploration,
development and production of oil and natural gas offshore in the
Gulf of Mexico and onshore in the Gulf Coast area.  McMoRan is
also pursuing plans for the development of the Main Pass Energy
HubTM which will be used for the receipt and processing of
liquefied natural gas and the storage and distribution of natural
gas.


MERRILL LYNCH: S&P Preliminary Rates $23MM Class E Notes at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Merrill Lynch CLO 2007-1 Ltd./Merrill Lynch CLO 2007-1
LLC's $372 million floating-rate notes due 2021.
     
The preliminary ratings are based on information as of July 19,
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 to each class of notes through
        the subordination of cash flows to the more junior
        classes;

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

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
                 Preliminary Ratings Assigned
    Merrill Lynch CLO 2007-1 Ltd./Merrill Lynch CLO 2007-1 LLC
   
         Class                   Rating          Amount
         -----                   ------          ------
         A-1                     AAA            $60,000,000
         A-2*                    AAA           $200,000,000
         B                       AA             $38,000,000
         C                       A              $30,000,000
         D                       BBB            $21,000,000
         E                       BB             $23,000,000
         Income notes            NR             $41,300,000

* Approximately $20 million of the class A-2 delayed draw notes
will be funded on the closing date.  The remaining $180 million
will be drawn until the end of the reinvestment period, as needed
to meet collateral funding needs, provided that the total class A-
2 note issuance does not exceed $200 million.

                         NR -- Not rated.


MEYER-SUTTON: Court Converts Ch. 11 Case to Ch. 7 Liquidation
-------------------------------------------------------------
The Honorable W. Homer Drake of the U.S. Bankruptcy Court for the
Northern District of Georgia converted the Chapter 11 cases of
Meyer-Sutton Homes Inc. to a Chapter 7 liquidation proceeding,
Associated Press reports.

According to AP, the decree resolved disagreements between the
Debtor and bank lenders over property sale profits.

The Debtor filed a motion last month, requesting to continue
selling 350 homes and lots in the Atlanta area, while preparing a
reorganization plan, AP relates.  However, bank lenders barred its
approval after a discord over proceeds distribution.

Judge Drake appointed U.S. Trustee Gray W. Brown to oversee the
liquidation of the Debtor's assets and distribute the proceeds to
creditors, according to the report.

Headquartered in Fayetteville, Georgia, Meyer-Sutton Homes Inc.
and its affiliate, Meyer-Sutton Land Acquisition Inc. --
http://www.meyersutton.com/-- are engaged in the business of
purchasing developed residential lots for speculative and
pre-sold construction.  The companies filed for chapter 11
protection on June 4, 2007 (Bankr. N.D. Ga. Case Nos. 07-11307
and 07-11306).  Christopher S. Strickland, Esq. at Levine,
Block & Strickland, L.L.P. represents the Debtors in their
restructuring efforts.  When they filed for bankruptcy,
Meyer-Sutton Homes listed estimated assets and debts between
$10 million to $50 million while Meyer-Sutton Land listed
estimated assets and debts between $1 million to $10 million.


MICHIGAN LECTROLS: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Michigan Lectrols Corp.
        8246 Goldie
        Commerce Township, MI 48390

Bankruptcy Case No.: 07-53510

Type of business: The Debtor supplies the factory automation
                  marketplace with electrical and electronic
                  component and custom assembly solutions.  
                  See http://www.lectrols.com/

Chapter 11 Petition Date: July 12, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

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

Total Assets: $245,422

Total Debts:  $1,045,479

Debtor's 16 Largest Unsecured Creditors:

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

Charter One Bank            all asset lien;           $371,287
P.O. Box 9799               value of security:
Providence, RI              $438,684
02940-9799

Capital One                 S.B.A. business loan       $90,112
P.O. Box 60024
City of Industry, CA
91716-0024

Scott and Rachel Deming     default judgment           $73,500

Wells Fargo MasterCard      credit card                $35,342
                            purchases

Scott and Rachel Deming     default judgment           $73,500

J.P. Morgan Chase c/o       credit card                $23,646
R.M.S.                      purchases

American Express            credit card                $23,384
                            purchases

Bank of America             credit card                $20,343
Wilmington, DE              purchases

Citibank                    credit card                 $9,908
                            purchases

Citicorp VISA               credit card                 $8,822
                            purchases

Bank of America             credit card                 $8,500
Newark, De                  purchases

Capital One                 credit card                 $6,800
Baltimore, MD               purchases

A.S.G.                      credit card                 $6,630
                            purchases

First Equity                credit card                 $6,412
                            purchases

Home Depot                  credit card                   $791
                            Purchases


MORGAN STANLEY: Fitch Affirms B- Rating on $2.5MM Class O Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed these classes of Morgan Stanley Capital
I Trust 2005-TOP17 commercial mortgage pass-through certificates:

  -- $18.8 million class A-2 at 'AAA';
  -- $56.8 million class A-3 at 'AAA';
  -- $85.6 million class A-4 at 'AAA';
  -- $58.2 million class A-AB at 'AAA';
  -- $576 million class A-5 at 'AAA';
  -- Interest-only classes X-1 at 'AAA';
  -- Interest-only classes X-2 at 'AAA';
  -- $74.8 million class A-J at 'AAA'
  -- $20.8 million class B at 'AA';
  -- $7.4 million class C at 'AA-';
  -- $11 million class D at 'A';
  -- $9.8 million class E at 'A-';
  -- $6.1 million class F at 'BBB+';
  -- $7.4 million class G at 'BBB';
  -- $7.4 million class H at 'BBB-';
  -- $2.5 million class J at 'BB+';
  -- $3.7 million class K at 'BB';
  -- $3.7 million class L at 'BB-';
  -- $1.2 million class M at 'B+';
  -- $1.2 million class N at 'B';
  -- $2.5 million class O at 'B-'.
  
Fitch does not rate the $7.4 million class P.  Class A-1 has paid
in full.

The affirmations are the result of stable pool performance and
limited scheduled amortization since Fitch's last rating action.  
As of the June 2007 distribution date, the pool's aggregate
principal balance has decreased 1.9% to $962.1 million from
$980.7 million at issuance.  To date one loan (1.6%) has defeased.  
There are currently no delinquent or specially serviced loans.

There are eight credit assessed loans (24.4%) in the pool.  The
largest of these loans, the Wells REF Portfolio (8.3%), is secured
by nine office properties in various states containing a total of
2.9 million square feet.  As of year-end 2006 all of the
properties are 100% leased and performance has remained stable
since issuance.  The loan is one of three pari passu A notes which
are securitized in MSCI 2004-HQ4 and MSDW 2005-HQ5 transactions.

Fitch reviewed YE 2006 servicer provided operating statement
analysis reports for the remaining seven credit assessed loans:
Towers Crescent (3.8%), Travis Tower (3.8%), The Maritime Hotel
(2.6%), 101 Ash Street (2.1%), Azalea Square (1.7%), International
Plaza (1.2%), and Bon Aire Apartments (0.9%).  Based on their
stable performance since issuance the loans maintain their
investment grade credit assessments.


MOUNT AIRY: High Pro Forma Debt Leverage Cues S&P's B Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Mount Airy #1 LLC.  The rating outlook is
positive.
     
At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's proposed $480 million first-lien secured
financing, comprising a $395 million term loan, a $60 million
delayed-draw term loan, and a $25 million revolving credit
facility.  The issue rating on the secured credit facility is 'B+'
with a recovery rating of '2', indicating that lenders can expect
substantial (70% to 90%) recovery in the event of a payment
default.  Proceeds from the bank facility will be used to fund the
completion of the construction of the Mount Airy Casino Resort in
Mt. Pocono, Pennsylvania, as well as fund property acquisition
costs, pre-opening expenses, and financing fees and expenses.
      
"The 'B' corporate credit rating reflects Mount Airy's high pro
forma debt leverage, somewhat challenged location relative to
Pennsylvania competitors, narrow business focus operating in a
single market, and prospects for increased competition in the
Pennsylvania gaming market," said Standard & Poor's credit analyst
Ariel Silverberg.  "These factors are partially tempered by the
expected quality of the facility, which is nearly complete, and
the good preliminary operating metrics in Pennsylvania,
particularly at nearby Pocono Downs."
     
Mount Airy LLC is a private company; therefore, public financial
information is not available.  However, pro forma credit measures
are good for the rating and are expected to improve as the
facility ramps up.


NEWCASTLE CDO: Fitch Holds BB Rating on $13.5MM Class V-FX Notes
----------------------------------------------------------------
Fitch Ratings has affirmed eight classes of notes issued by
Newcastle CDO IV, Ltd. / Corp.  These actions are the result of
Fitch's review process and are effective immediately:

  -- $353,250,000 class I notes affirm at 'AAA';
  -- $13,000,000 class II-FL notes affirm at 'AA';
  -- $7,250,000 class II-FX notes affirm at 'AA';
  -- $7,500,000 class III-FL notes affirm at 'A';
  -- $15,000,000 class III-FX notes affirm at 'A';
  -- $9,000,000 class IV-FL notes affirm at 'BBB';
  -- $9,000,000 class IV-FX notes affirm at 'BBB'; and
  -- $13,500,000 class V-FX notes affirm at 'BB'.

Newcastle IV is a managed collateralized debt obligation, which
closed March 30, 2004.  The portfolio is composed of 53.6%
commercial mortgage-backed securities, 20.6% residential mortgage-
backed securities, 21.1 % real estate investment trust securities,
1.8% commercial real estate loans, and 2.9% asset backed
securities.  Newcastle IV is revolving until March 2009. Newcastle
Investment Corp. selected the initial collateral and serves as the
collateral manager.  Newcastle is currently rated 'CAM1' by Fitch.

The affirmations are due to the stable performance of the
transaction.  The weighted average rating of the assets has
remained stable at 'BBB/BBB-'.  As of the June 2007 trustee
report, the class I, II, III and IV overcollateralization ratios
have remained stable at 127.26%, 120.4%, 113.52% and 108.59%,
respectively against their triggers of 117.20%, 113.30%, 108.30%
and 105.9%, respectively.  There are currently no defaulted assets
in the portfolio.

Although all of the RMBS exposure is subprime, only 1.28%
identified as 2005 vintage.  This rating affirmation incorporates
Fitch's revised methodology for 2005 and 2006 vintage subprime
RMBS in which the default probability of these assets is increased
by 25% in the Default VECTOR Model.

The CMBS assets in the collateral pool range from the 2000 vintage
to the 2006 with 80.7% of CMBS assets being of the 2004 and
earlier vintage.  Due to defeasance and amortization, Fitch
believes these CMBS vintages are a positive factor in this
transaction.

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

The rating of the class I notes addresses the likelihood that
investors will receive timely payments of interest, as per the
governing documents, as well as the aggregate outstanding amount
of principal by the stated maturity date.  The ratings of the
class II, III, IV and V notes address the likelihood that
investors will receive ultimate interest payments, as per the
governing documents, as well as the aggregate outstanding amount
of principal by the stated maturity date.


NEWFIELD EXPLORATION: McMoRan Agreement to Close in August 2007
---------------------------------------------------------------
The agreement between Newfield Exploration Company and McMoRan
Exploration Company in June 2007, pursuant to which, Newfield
agreed to purchase the Gulf of Mexico Shelf oil and gas properties
of Newfield and certain exploration rights for cash consideration
of $1.1 billion is expected to close in August 2007, subject to
customary closing conditions.  The transaction was effective
July 1, 2007.

The acquisition will provide McMoRan a diversified portfolio of
oil and gas properties with significant production and cash flow
generating capacity and an expanded exploration acreage position
to pursue opportunities on the Shelf of the Gulf of Mexico.

McMoRan has received financing commitments from JPMorgan and
Merrill Lynch & Co., which will be used to fund the transaction,
repay McMoRan's existing $100 million term loan and provide
working capital.  The financing commitment includes a secured
revolving bank credit facility and an interim bridge loan
facility.  McMoRan currently expects to close the transaction with
a $700 million bank credit facility, a portion of which will be
undrawn, and $800 million in bridge financing.  McMoRan expects to
issue long-term notes and equity and equity-linked securities to
replace the bridge loan facility.

The properties include 125 fields on 146 offshore blocks currently
producing approximately 263 MMcfe/d and which averaged 267 MMcfe/d
in the second quarter of 2007. Proved reserves as of July 1, 2007
for these properties, are estimated at 327 billion cubic feet of
natural gas equivalents, approximately 70 percent of which
are natural gas. Approximately ninety percent of the proved
reserves for the acquired properties were based on estimates by
Ryder Scott Company, L.P. Offshore leases included in the purchase
agreement total approximately 1.3 million gross acres.

McMoRan is also acquiring a 50% interest in Newfield's
nonproducing exploration leases on the Shelf and certain of
Newfield's interests in leases associated with its Treasure Island
prospect inventory.  Upon closing, McMoRan will be appointed
operator of the Treasure Island leases subject to customary
approvals.

McMoRan is retaining personnel and contractors that have supported
Newfield's management of the acquired properties.  In addition,
the explorationists from McMoRan and Newfield will jointly pursue
exploration activities on nonproducing leases on the Shelf held by
Newfield.

                      About McMoran Exploration

McMoRan Exploration Company (NYSE: MMR) -
http://www.mcmoran.com--  is an independent public company  
engaged in the exploration, development and production of oil and
natural gas offshore in the Gulf of Mexico and onshore in the Gulf
Coast area.  McMoRan is also pursuing plans for the development of
the Main Pass Energy HubTM which will be used for the receipt and
processing of liquefied natural gas and the storage and
distribution of natural gas.

                    About Newfield Exploration

Newfield Exploration Company (NYSE: NFX) -- http://www.newfld.com/
-- engages in the exploration, development, and acquisition of
crude oil and natural gas properties primarily in the United
States.  As of Dec. 31, 2006, the company had proved reserves of
2.3 trillion cubic feet equivalent.  The company was founded in
1988 and is based in Houston, Texas.

                          *      *     *

As of June 25, 2007, Newfield Exploration Company continues to
carry Fitch's BB+ long term issuer default rating.  Fitch rates
the company's bank loan debt and senior unsecured debt at BB+
while its senior subordinate rating is at BB-.  The outlook
remains stable.

At the same time, the company also bears Moody's Investor
Services' Ba2 long term corporate family rating and probability of
default rating, Ba1 senior unsecured debt, Ba3 senior subordinate
rating, and B1 preferred stock rating.  The outlook is stable.

The company also continues to carry Standard & Poor's BB+ long
term foreign and local issuer debt ratings.  The outlook remains
stable.


NYLSTAR INC: Has Until August 17 to File Schedules and Statements
-----------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Virginia extended until Aug. 17, 2007, Nylstar Inc.'s deadline to
file its schedules of assets and liabilities and statement of
financial affairs.

The Debtor tells the Court that it needs significant amount of
time to prepare and compile the schedules and statements.  During
the first few days of bankruptcy, the Debtor was unable to prepare
it schedules and statements by the required deadline.

The Debtor assures the Court that it notified the U.S. Trustee's
office, Internal Revenue Service and the secured lenders' counsel
regarding its request for extension.

Headquartered in Ridgeway, Virginia, Nylstar Inc.
-- http://www.nylstar.com/-- manufactures nylon fibers.  The  
company filed for Chapter 11 protection on July 5, 2007 (Bankr.
W.D. Va. Case No.: 07-61227).  Richard C. Maxwell, Esq., at
Woods, Rogers & Hazlegrove, P.L.C., represents the 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, its listed assets and debts
between $50 Million and $100 Million.


OASYS MOBILE: Organizational Meeting Scheduled for August 1
-----------------------------------------------------------
The U.S. Trustee for Region 3, will hold an organizational meeting
to appoint an official committee of unsecured creditors in Oasys
Mobile, Inc.'s chapter 11 case at 10:00 a.m., on Aug. 1, 2007, at
the J. Caleb Boggs Federal Building, Room 5209, 844 North King
Street, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

                       About Oasys Mobile

Oasys Mobile, Inc. -- http://www.oasysmobileinc.com/-- (OTC
BB:OYSM) is a developer, publisher and aggregator of premium
mobile games, mobile media applications and services.  Oasys
Mobile content is distributed through an extensive Carrier network
that accounts for 97% of all wireless subscribers in the US.
Additionally, Oasys Mobile maintains multiple direct and indirect
relationships with international carriers.  Through its white-
label services, Oasys Mobile also helps Carriers and other content
companies expand their customer base by incorporating rich mobile
content into their product and brand offerings.

The company filed for chapter 11 protection on July 18, 2007
(Bankr. D. Del. Case No. 07-10961).  Kurt F. Gwynne, Esq., at Reed
Smith LLP, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts between $1 million and $100 million.


ORBITAL SCIENCES: Earns $13.8 Million in Quarter Ended June 30
--------------------------------------------------------------
Orbital Sciences Corporation disclosed its preliminary financial
results for the second quarter ended June 30, 2007, and first six
months of 2007.  Second quarter net income increased 40% to
$13.8 million in 2007, compared to $9.9 million in 2006.   

Orbital's second quarter revenues increased 39% to $273.3 million
in 2007, compared to $197.0 million in 2006.  The company's second
quarter operating income rose 29% to $21.5 million in 2007, as
compared to $16.8 million in 2006.  Orbital reported second
quarter 2007 free cash flow of $17.3 million compared to free cash
flow of $31.6 million in the second quarter of 2006.

Commenting on Orbital's second quarter 2007 results, Mr. David W.
Thompson, chairman and chief executive officer, said, "The company
reported solid financial performance in the second quarter of
2007, with strong increases in revenue, operating income and
earnings per share.  Our satellite and space systems segment
posted robust revenue and operating profit growth, while our
launch vehicles segment generated very solid growth as well."  He
added, "These operating results, combined with strong new business
bookings achieved in the second quarter, continue to signal an
optimistic outlook for Orbital this year."

For the first half of 2007, Orbital reported revenues of
$501.5 million, up 29% as compared to $389.2 million in the first
half of 2006.  The company's operating income for the first half
of 2007 was $39.1 million, up 19% as compared to $32.7 million in
2006.  Net income for the first half of 2007 was $25.3 million,
compared to $18.8 million in the first half of 2006.  Orbital
generated $21.2 million of free cash flow in the first half of
2007, compared to $54.2 million during the same period in 2006.

Orbital's unrestricted cash balance increased to $219.4 million as
of June 30, 2007.  The company repurchased approximately 0.5
million shares of its common stock for $10.0 million in the second
quarter of 2007.  This stock repurchase is pursuant to a 12-month,
$50 million securities repurchase program authorized by the
company's Board of Directors in April 2007.

                     New Business Highlights

During the second quarter of 2007, Orbital received approximately
$565 million in new firm and option contract bookings.  In
addition, the company received approximately $30 million of option
exercises under existing contracts.  Year-to-date, Orbital
received approximately $1.09 billion in new firm and option
contract bookings, and approximately $205 million of option
exercises under existing contracts.  As of June 30, 2007, the
company's firm contract backlog was approximately $2.04 billion
and its total backlog, including options, indefinite-quantity
contracts and undefinitized orders, was approximately
$4.02 billion.

                      Operational Highlights

Orbital carried out six satellite and launch systems missions
during the second quarter of 2007, all of which were successful.
These operational events included two space launch vehicle
launches on consecutive days in April.  On April 24, Orbital
launched a Minotaur I space launch vehicle for the U.S. Air Force
from Wallops Flight Facility in Virginia.  The next day, Orbital
launched a Pegasus rocket for NASA from Vandenberg Air Force Base
in California.  

At June 30, 2007, the company's consolidated balance sheet showed
$769.6 million in total assets, $347.5 million in total
liabilities, and $422.1 million in total stockholders' equity.

                      About Orbital Sciences

Orbital Sciences Corp. (NYSE: ORB) -- http://www.orbital.com/--    
develops and manufactures small rockets and space systems for
commercial, military and civil government customers.  

                          *     *     *

Orbital Sciences $143.8 million 2.4375% convertible
subordinated notes due in 2027 carries Standard & Poor's Ratings
Services B+ rating.  That rating was assigned in December 2006.


OSLO REINSURANCE: Chapter 15 Petition Summary
---------------------------------------------
Petitioner: Jan C.H. Endresen
            Sidley Austin LLP
            787 Seventh Avenue
            New York, NY 10019
            212 839-5300

Debtor: Oslo Reinsurance Company ASA
        fdba Storebrand-Norden Reinsurance Company Limited AS
        fdba Uni Storebrand International Insurance AS
        fdba Storebrand Reinsurance Company Limited AS
        fdba Storebrand International Reinsurance Company
          Limited AS
        fdba Storebrand International Insurance AS
          Ruselokkveien 14
        0251 Oslo, Norway

Case No.: 07-12212

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

Chapter 15 Petition Date: July 19, 2007

Court: Southern District of New York (Manhattan)

Petitioner's Counsel: Geoffrey T. Raicht, Esq.
                      Sidley Austin LLP
                      787 Seventh Avenue
                      New York, NY 10019
                      Tel: (212) 839-5300
                      Fax: (212) 839-5599

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


PACIFICNET INC: Earns $308,000 in Quarter Ended March 31
--------------------------------------------------------
PacificNet Inc. reported net income of $308,000 on net revenues of
$9.3 million for the first quarter ended March 31, 2007, compared
with net income of $801,000 on net revenues of $6.7 million for
the same period ended March 31, 2006.

The increase in revenues was mainly due to the Telecom & Gaming,
primarily driven by the company's high growth gaming technology
businesses, and organic growth in Outsourcing Services Group,
which posted a quarter-over-quarter increase of 42.3% and 31.1%
respectively.

The decrease in net income was solely due to diminishing income
from discontinued operations as a result of the company shifting
from Telecom Value-Added Services that are highly susceptible to
adverse billing policy changes administered by China Mobile.  In
addition, minority interests for the three months ended March 31,
2007, totaled $534,000 compared with $86,000 for the same period
of the prior year, representing minority ownership interests in
subsidiaries consolidated in the company's consolidated financial
statements.

Gross profit for the three months ended March 31, 2007, was
$2.5 million, a significant increase of 88% as compared to
$1.4 million for the same period ended March 31, 2006.  

Selling, general and administrative expenses totaled $1.6 million
for the three months ended March 31, 2007, an increase of 45% from
$1.1 million for the three months ended March 31, 2006.  

Income from operations increased 1,100% to $800,000 for the three
months ended March 31, 2007, compared to $62,000 for the same
period last year.  

Income tax provision was $68,000 for the three months ended March
31, 2007, as compared to $17,000 for the three months ended March
31, 2006.

At March 31, 2007, the company's balance sheet showed
$45.4 million in total assets, $21.4 million in total liabilities,
$7.1 million in minority interest, and $16.8 million in total
stockholders' equity.

As on March 31, 2007, the company's accumulated deficit was
$47,431,000.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20a5

                      Going Concern Doubt

Kabani & Company Inc., in Los Angeles, expressed substantial doubt
about PacificNet Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year  
ended Dec. 31, 2006.  The auditing firm pointed to the company's  
net losses of $20,093,000, negative cash flow in operating
activities amounting to $8,885,000 in the year ended Dec. 31,
2006, and the company's accumulated deficit was $47,739,000 as of
December 31, 2006.  In addition, the auditing firm reported that
the company is in default on its convertible debenture obligation.

                      About PacificNet Inc.

PacificNet Inc. (NasdaqGM: PACT) provides gaming technology, e-
commerce, and Customer Relationship Management (CRM) in China.  
The company's gaming products are specially designed for the
Chinese and Asian gamers.  PacificNet's gaming clients include the
leading hotels, casinos, and gaming operators in Macau, Asia, and
Europe, and the company's ecommerce and CRM clients include the
leading telecom companies, banks, insurance, travel, marketing and
business services companies and telecom consumers in Greater China
such as China Telecom, China Mobile, Unicom, PCCW, Hutchison
Telecom, Bell24, Motorola, Nokia, SONY, TCL, Huawei, American
Express, Citibank, HSBC, Bank of China, Bank of East Asia, DBS,
TNT, China and Hong Kong government.  PacificNet employs about
1,200 staff in its various subsidiaries throughout China with
offices in Hong Kong, Beijing, Shanghai, Shenzhen, Guangzhou,
Macau and Zhuhai China, USA, and the Philippines.


PALM INC: High Debt Leverage Cues S&P's B Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Services Ratings Services assigned its 'B'
corporate credit rating to Sunnyvale, California-based Palm Inc.
The outlook is stable.  The action follows a planned
recapitalization, including a term loan, a preferred equity
investment by private equity firm Elevation Partners, and a cash
dividend to common shareholders.
     
At the same time, Standard & Poor's assigned a 'B+' bank loan
rating and '2' recovery rating to Palm Inc.'s proposed $40 million
revolving credit agreement maturing in 2012, and a 'B+' bank loan
rating and '2' recovery rating to the proposed $400 million term
loan maturing in 2013.  The '2' recovery rating on the term loan
and revolver indicates that lenders can expect substantial (70%-
90%) recovery of principal in the event of default.  All ratings
are based on preliminary offering statements and are subject to
review upon receipt of final documentation.
      
"The 'B' corporate credit rating reflects the company's high debt
leverage and limited product range, substantial customer
concentration, and significant price pressures, resulting in
modest operating margins," said Standard & Poor's credit analyst
Bruce Hyman.  These factors are partly offset by Palm's good
position in its key addressable markets, and good historical track
record in product innovation, and its good liquidity.
     
With revenues totaling $1.5 billion during fiscal 2007, Palm is a
major provider of smartphones and PDA handhelds.  Nearly 80% of
Palm's total sales come from smartphones, while handhelds (20%)
are a good cash flow generator in a declining market.


PARALLEL PETROLEUM: Moody's Assigns Corporate Family Rating at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and Probability of Default rating to Parallel Petroleum
Corporation.  

Concurrently, Moody's also assigned a Caa1, LGD5 (77%) rating to
Parallel's proposed $150 million senior unsecured notes and
assigned a speculative grade liquidity rating of SGL-3.  The
outlook is stable.

Simultaneously with the closing of the notes offering, Parallel
will amend and restate its $350 million senior secured credit
facility to decrease its borrowing base from $190 million as of
March 31, 2007 to $150 million.  Proceeds from the notes will be
used to retire its $50 million second lien term loan and to repay
a portion of the outstanding borrowings under Parallel's senior
secured revolver.  The assigned ratings assume these transactions
occur as expected and are subject to a review of the final
documents and terms.  The SGL-3 liquidity rating indicates
adequate liquidity over the next four quarters due to expected
available bank borrowing capacity under the senior secured credit
facility and sufficient covenant headroom.

Pete Speer, Moody's Vice-President/Senior Analyst commented, "The
B3 corporate family rating is supported by Parallel's core
property holdings in the Permian Basin, which provide a durable
long-lived production base to fund the company's natural gas
resource plays in the Barnett Shale in North Texas and the
Wolfcamp in New Mexico.  Parallel's participation with Chesapeake
in the Barnett Shale and operations in Wolfcamp provide visible
production growth at costs that appear competitive with B3 rated
peers. However, the company's overall proved developed reserve
base of just under 20 million boe is small and its portfolio
diversification is low given its heavy reliance on only three
Permian fields, which comprise 69% of total proved reserves and
45% of current production. "

With total proved reserves of 37.9 mmboe at March 31, 2007 and
estimated second quarter production of about 6,000 boe/day,
Parallel is among the smallest E&P companies that Moody's rates.
Parallel also has relatively high leverage of $10.74/boe on PD
reserves.  Leverage will continue to increase given Parallel's
large development program that will result in negative free cash
flow and additional revolver borrowings throughout the year in
addition to the notes that will place long-term debt into the
company's capital structure.  In addition, Parallel is not the
operator of most of its Barnett Shale properties and cannot
control timing of future additional capital expenditures for the
projects.  Moody's believes that Parallel will need to maintain
access to significant amounts of capital in order to keep up with
aggressive drilling plans for these two resource plays.

In the first quarter of 2007, Parallel's full cycle costs
increased to $35, primarily reflecting higher interest costs per
boe resulting from the increased borrowings to fund development
capex.  Parallel's leveraged full cycle ratio of 1.8x at March 31,
2007 decreased due to declining unit cash margins.  Despite strong
up-cycle commodity prices, unit cash margins continue to be
pressured by the sector-wide problem of rising services costs.
While Parallel has not been able to avoid these increasing cost
trends, its cash costs of about $23/boe are lower than most B3
rated peers.  In addition, the company's 2006 all sources and
drillbit F&D costs were both competitive at around $13 and $12,
respectively.

The company's proposed $150 million senior notes will be
unsecured, rank pari passu to all existing and future senior
unsecured debt, and will be guaranteed on a senior unsecured basis
by future domestic subsidiaries.  The notes will be subordinated
to the senior secured borrowings under the revolver.  Under
Moody's LGD methodology, the size of the senior secured revolver
resulted in a notching down of the notes to Caa1, or one rating
below the B3 CFR.

However, Moody's notes that if the borrowing base is expanded and
the implied borrowings under Moody's LGD methodology thereby
increase above the amount of the senior notes outstanding then
this could trigger a double-notching of the notes from the
corporate family rating to Caa2.  Based on the company's
forecasts, it is possible that in 2008 Parallel will either have
to refinance some revolver debt through the issuance of additional
senior unsecured notes or pay off some of these borrowings using
proceeds from an equity offering in order to avoid a double
notching of the notes.

The stable outlook is based on an expectation of generally
supportive commodity prices for the remainder of 2007 and that
Parallel will substantially achieve it's near term production
growth targets and keep its unit operating generally in-line with
its forecasts.

Due to Parallel's increasing debt levels and small proved reserves
and production scale, a ratings upgrade in the near to medium term
is unlikely.  However, if the company were to significantly
increase its size and geographic diversification through a largely
equity funded acquisition, a positive outlook or ratings upgrade
could result depending on the commodity price environment and the
company's operating results at that time.

The ratings could be pressured if quarterly production trends were
not to resume a sequential upward trend, reserve replacement and
total costs materially increase and are not offset by sufficiently
high prices to support margins, and/or if Parallel were unable to
maintain adequate amounts of liquidity while funding its CapEx
requirements.

Parallel Petroleum Corporation is an independent exploration and
production company based in Midland, Texas.


PATIENT PORTAL: Posts Net Loss of $106,360 in Qtr Ended March 31
----------------------------------------------------------------
Patient Portal Technologies Inc. reported a net loss of $106,360
on net sales of $251,978 for the first quarter ended March 31,
2007, compared with a net loss of $46,966 on zero revenues for the
same period ended March 31, 2006.

The company reported no revenue for the three months ended
March 31, 2006, due to the divestiture of its former operating
subsidiary in September 2005.  In December 2006, the company
acquired a new operating subsidiary, Patient Portal Connect Inc.,
and the revenues for this reporting period reflect the revenues of
this operating subsidiary.

Revenues for the three months ended March 31, 2007, were
derived from hospital service contracts acquired by the company
during this quarter.  Cost of sales for the three months ended
March 31, 2007, were $239,231.

Selling and marketing expenses were $90,053 for the three months
ended March 31, 2007, and research and development expenses were
$29,054.

At March 31, 2007, the company's balance sheet showed $1,439,990
in total assets, $424,724 in total liabilities, and $1,018,831 in
total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $133,850 in total current assets available
to pay $424,724 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20a3

                     Going Concern Doubt

Walden Certified Public Accountant P.A., in Sunny Isles, Florida,
expressed substantial doubt about Patient Portal Technologies
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficiency.

                     About Patient Portal

Patient Portal Technologies Inc. (Other OTC: PPRG.PK) --
http://www.patientportal.com/-- through its newly acquired
subsidiary, Patient Portal Connect Inc., provides integrated
workflow solutions in the healthcare industry.  Its
proprietary systems were developed in close coordination with
hospital industry partners to provide multi-layer functionality
across a wide spectrum of critical patient-centric workflows that
result in immediate improvements in cost savings, patient
outcomes, and revenue growth for hospitals.


PAUL SCHWENDENER: Wants Until August 20 to File Schedules
---------------------------------------------------------
Paul H. Schwendener Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Illinois to
extend on Aug. 20, 2007, to file its schedules of assets and
liabilities and statement of financial affairs.

The Debtors tell the Court that it needs time to gather
information from various books and records, reports, agreements
and tax returns in order to accurately and completely prepare
their schedules and statements.

The Court will convene hearing on July 25, 2007, at 10:00 a.m., to
consider the Debtors' request.

Headquartered in Westmont, Illinois, Paul H. Schwendener Inc. --
http://www.schwendener.com/-- provides construction services and
consultancy.  The company and four affiliates filed for Chapter 11
protection on July 8, 2007 (Bankr. N.D. Ill. Case No. 07-12145).
Allen J. Guon, Esq., Mark L. Radtke, Esq., and Steven B. Towbin,
Esq., at Shaw, Gussis, Fishman, Glantz, Wolfson & Tow, represent
the Debtors in their restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed to date on this case.
When the Debtors filed for bankruptcy, its listed estimated assets
and debts between $1 million to $100 million.


PETRO STOPPING: Moody's Withdraws B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew its ratings of Petro Stopping
Centers L.P.

The withdrawals follow the recent sales of Petro and its parent,
Petro Stopping Centers Holdings L.P.  Petro has become a
subsidiary of TravelCenters of America, which has advised that it
will not provide stand-alone financial information of Petro from
the May 31, 2007 acquisition date.

The withdrawal of the B2 Corporate Family Rating and the B2 rating
on the 9% Senior Secured Notes due 2012 was due to the inability
to monitor Petro's future credit profile since the company will no
longer provide stand-alone financial information.  According to
TravelCenters, Petro covenant defeased the notes by depositing
with the notes trustee, U.S. Treasury obligations in an amount
sufficient to meet all interest, principal and premiums due on the
first call date of Feb. 15, 2008.  The withdrawal of the Ba2
rating on the senior secured credit facility follows the repayment
and termination of this facility upon the closing of the sale of
the company.

Withdrawals:

Issuer: Petro Stopping Centers, L.P.

-- Probability of Default Rating, Withdrawn, previously rated B2

-- Corporate Family Rating, Withdrawn, previously rated B2

-- Senior Secured Bank Credit Facility, Withdrawn, previously
    rated Ba2, 09 - LGD1

-- Senior Secured Regular Bond/Debenture, Withdrawn, previously
    rated B2, 55 - LGD4

Outlook Actions:

Issuer: Petro Stopping Centers, L.P.

-- Outlook, changed to rating withdrawn from stable

Petro Stopping Centers, headquartered in El Paso, Texas, has a
network of 69 full-service travel centers along U.S. interstate
highways.

TravelCenters of America LLC, headquartered in Westlake, Ohio, has
a network of 233 sites, including those of Petro, located in 41
states and Canada.


POLYONE CORP: Inks Canadian Receivables Purchase Agreement
----------------------------------------------------------
PolyOne Corporation, on Friday, entered into a Canadian
Receivables Purchase Agreement among the company, as servicer,
PolyOne Funding Canada Corporation, as seller, Citicorp USA Inc.,
as administrative agent, National City Business Credit, Inc., as
syndication agent, and the banks and other financial institutions
party thereto, as initial purchasers.

In connection with the Purchase Agreement, the company also
entered into the Canadian Receivables Sale Agreement, dated as of
July 13, 2007, by and among the company, as buyer's servicer,
PolyOne Canada Inc. as the seller, and PolyOne Funding Canada
Corp., as the buyer.

Under the Purchase and Sale Agreements, from time to time, PolyOne
Canada Inc. will sell its Canadian receivables to PolyOne Funding
Canada Corp., which will then sell interests in the receivables to
the banks and other financial institutions party to the Purchase
Agreement on the terms and subject to the conditions of the
Purchase Agreement.  The Purchase Agreement provides up to
$25 million in funding, based on availability of eligible trade
accounts receivable and other customary factors.

Headquartered in northeast Ohio, PolyOne Corporation (NYSE: POL)
-- http://www.polyone.com/-- provides of specialized polymer  
materials, services and solutions.  PolyOne has operations in
North America, Europe, Asia and Australia, and joint ventures in
North America and South America.

                          *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Fitch Ratings upgraded PolyOne Corporation's Issuer Default Rating
to 'BB-' from 'B'; and Senior unsecured debt and debentures rating
to 'BB-' from 'B+/RR3'.  The Rating Outlook is Stable.


POTLATCH CORP: Board Declares Distribution on Common Stock
----------------------------------------------------------
The board of directors of Potlatch Corporation has declared a
quarterly distribution on the company's common stock.  The
distribution of $0.49 per share is payable Sept. 17, 2007, to
stockholders of record on Aug. 31, 2007.

Headquartered in Spokane, Washington, Potlatch Corporation
(NYSE:PCH) - http://www.potlatchcorp.com/-- is a Real Estate  
Investment Trust with approximately 1.5 million acres of
forestland in Arkansas, Idaho, Minnesota and Wisconsin.  Through
its taxable REIT subsidiary, the company also operates 13
manufacturing facilities that produce lumber and panel products
and bleached pulp products, including paperboard and tissue.  The
company also conducts a real estate development business through
its taxable REIT subsidiary.  Potlatch is committed to providing
superior returns to stockholders through long-term stewardship of
its resources.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2007,
Fitch has affirmed the Potlatch Corporation's senior unsecured
public and bank credit facility and Issuer Default Ratings of
'BB+' and revised its Rating Outlook to Positive.


PRODUCTION RESOURCE: Moody's Assigns Corporate Family Rating at B1
------------------------------------------------------------------
Moody's Investors Service assigned to Production Resource Group,
L.L.C. a B1 Corporate Family Rating, a B1 Probability of Default
Rating and a B1 rating to the proposed $400 million senior secured
credit facility.  The rating outlook is stable.

The Jordan Company's Resolute Fund II, L.P. signed an agreement to
acquire PRG for a total enterprise value of $630 million,
including related fees and expenses.  The purchase price
represents about 8.4 times pro forma EBITDA for the twelve months
ended June 30, 2007.  The transaction will be financed with a
$325 million senior secured term loan and a $305 million common
stock investment by Jordan and management.  A $75 million senior
secured revolver is expected to be undrawn at close.

The B1 Corporate Family Rating is constrained by cash flow metrics
that are modestly weak for the rating category, moderate
geographic concentration and vulnerability of the company's
revenues to an economic downturn.  These concerns are partially
mitigated by a recurring and highly visible rental revenue stream,
a notable track record of profitable growth, an impressive market
share in lighting services and the diversity of PRG's end markets.
Weakness in free cash flow metrics is partially mitigated by the
company's ability to scale back discretionary capital expenditures
in the event of an economic slowdown.

These ratings/assessments were assigned to PRG:

-- $325 million senior secured term loan due 2014, B1 (LGD3, 48%)
-- $75 million senior secured revolver due 2013, B1 (LGD3, 48%)
-- Corporate Family Rating, B1
-- Probability of Default Rating, B1

The stable rating outlook anticipates modest growth in rental and
distribution revenues and a continued high level of project-based
labor and installation revenues over the next year.  Revenues from
concerts, theatrical productions and corporate trade shows are
expected to continue to grow at a steady pace in the near term.

Production Resource Group, L.L.C. is a leading provider of
lighting equipment and services to a variety of end markets within
the live event industry.  About 47% of PRG's revenues are earned
through equipment rental, with remaining revenues generated from
equipment sales and services.  For the twelve months ended
June 30, 2007, revenues were about $347 million.


ROADHOUSE GRILL: Jan. 28 Balance Sheet Upside-down by $17.5 Mil.
----------------------------------------------------------------
At Jan. 28, 2007, Roadhouse Grill Inc.'s consolidated balance
sheet showed $22.1 million in total assets and $39.6 million in
total liabilities, resulting in a $17.5 million total
stockholders' deficit.  

The company's balance sheet at Jan. 28, 2007, also showed strained
liquidity with $2.7 million in total current assets available to
pay $32.5 million in total current liabilities.

The company reported a net loss of $1.9 million on total revenues
of $23.1 million for the thirteen weeks ended Jan. 28, 2007,
compared with a net loss of $3.2 million on total revenues of
$26.6 million for the same period ended Jan. 22, 2006.

The decrease in revenues is primarily attributable to a decrease
in customer headcount, partially offset by an increase in check
average resulting primarily from menu price changes that were
implemented in March 2005.

The decrease in net loss may be primarily attributable to the
decrease in depreciation and amortization expenses and the
decrease in general and administrative costs.
     
Depreciation and amortization expense decreased $200,000, or
11.5%, to $1.1 million during the fiscal 2007 third quarter from
$1.3 million during the fiscal 2006 third quarter.

General and administrative costs decreased $1.0 million, or 53.7%,
to $800,000 from $1.8 million for the fiscal 2006 third quarter.
The decrease is primarily due to a reduction in legal and
professional fees, partially offset by increased bank fees and
costs associated with the investment banking process.

Full-text copies of the company's consolidated financial
statements for the thirteen weeks ended Jan. 28, 2007, are
available for free at http://researcharchives.com/t/s?20a0  

                             Default

In August 2005, the company entered into a loan agreement with its
principal shareholder under which they initially borrowed
$1.25 million.  In October 2005, they entered into an amended and
restated loan agreement with their principal shareholder under
which they borrowed an additional $2.0 million.  In each of March
and May 2006, the loan agreement was further amended, thereby
allowing them to borrow, in the aggregate, an additional
$1.6 million.  The loan was further increased in July 2006 to its
current borrowing level.  The loan is currently in default.  The
company owes their majority shareholder about $8.1 million,
including accrued but unpaid interest.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 25, 2007,
Rachlin Cohen & Holtz L.L.P., in Fort Lauderdale, Florida,
expressed substantial doubt about Roadhouse Grill Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the year ended April 30, 2006.  The
auditing firm said "the company has suffered recurring net losses
and has also experienced cash flow constraints which have resulted
in the company being delinquent in certain payments to creditors,
including taxing authorities."

                      About Roadhouse Grill

Based in Pompano Beach, Florida, Roadhouse Grill, Inc. -- (Other
OTC: GRLL) -- http://www.roadhousegrill.com/-- currently owns and  
operates 57 full-service, casual-dining restaurants located in 10
states including Alabama, Arkansas, Florida, Georgia, Louisiana,
Mississippi, New York, North Carolina, Ohio and South Carolina.


ROMA PLAZA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Roma Plaza 1, L.P.
        2180 Arpeggio Drive
        Henderson, NV 89052

Bankruptcy Case No.: 07-14366

Type of Business: The Debtor is a developer of mid-rise
                  condominiums in Las Vegas, South Boulevard area.

Chapter 11 Petition Date: July 19, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael Eliot Kulwin, Esq.
                  317 South 6th Street, 2nd Floor
                  Las Vegas, NV 89101
                  Tel: (702) 387-5533

Debtor's financial condition as of June 16, 2007:

      Total Assets: $19,337,200

      Total Debts:  $9,990,468

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


SENSIENT TECH: Improved Performance Cues S&P's Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Milwaukee, Wisconsin-based Sensient Technologies Corp. to stable
from negative.  At the same time, Standard & Poor's affirmed its
'BB+' corporate credit and senior unsecured debt ratings on the
company.  Approximately $508 million of debt was outstanding as of
June 30, 2007.
     
"The revised outlook is based on the company's improved operating
performance, and its total debt to EBITDA improving to below 3x,
from 3.7x in fiscal 2005," said Standard & Poor's credit analyst
Patrick Jeffrey.  This improvement was driven by the company's
focus on improving operating efficiencies and utilizing free cash
flow to reduce debt.  "We expect the company will continue to
reduce leverage over the near term and manage any acquisition
activity in line with the current ratings," said Mr. Jeffrey.
     
The ratings on Sensient reflect the company's position as a
leading industrial marketer of value-added flavors, fragrances,
and colors; its improved operating performance over the past 18
months following several years of inconsistent performance; and
its still moderately high debt leverage.


SUB SURFACE: Bruce Beattie Resigns as Chief Executive Officer
-------------------------------------------------------------
Sub Surface Waste Management of Delaware Inc. disclosed in a Form
8-K filing with the U.S. Securities and Exchange Commission that
on July 5, 2007, Mr. Bruce Beattie disclosed his resignation as
the chief executive officer and as a director of Sub Surface Waste
Management of Delaware Inc., effective immediately.  Mr. Beattie
did not serve on any committees of the Board of Directors.  Mr.
Beattie resigned for personal reasons.

As a result of Mr. Beattie's resignation, the company's chief
executive officer position is currently vacant.  The company
intends to appoint a new chief executive officer as soon as
practicable.

                     About Sub Surface Waste

Sub Surface Waste Management of Delaware Inc. (OTC BB: SSWM.OB)  
was formed under the laws of the State of Utah in January, 1986
and re-domiciled to the state of Delaware in February 2001.  The
company designs, installs and operates proprietary soil and
groundwater remediation systems.  As of March 31, 2007, U.S.
Microbics Inc., and subsidiaries control about 79% of the
outstanding voting stock of the company.

At March 31, 2007, the company's balance sheet showed total assets
of $1,453,615, and total liabilities of $2,008,216, resulting in
total stockholders' deficiency of $554,601.


SUNSTATE EQUIPMENT: Moody's Lifts Corporate Family Rating to B1
---------------------------------------------------------------
Moody's Investors Service upgraded both the corporate family
rating and probability of default rating of Sunstate Equipment
Co., LLC to B1 from B2.  The rating on Sunstate's $150 million
second lien notes remains unchanged at B3, LGD 5 with the loss
given default assessment changing to 80% from 76%.  The rating
outlook is stable.

The ratings on the $150 million second lien notes remain unchanged
despite the better probability of default rating because of the
first lien revolver commitment increase, to $225 million from
$175 million in February 2007, applied to Moody's LGD methodology
that implies a two notch difference between the probability of
default rating and the second lien notes rating, rather than the
previous one notch difference.  

That is, in Moody's view, the probability of Sunstate's default
has decreased but, given default, loss assessment on the second
lien notes has slightly increased with the larger first lien
commitment.  Moody's does not rate Sunstate's first lien revolving
credit facility which would rank ahead of the second lien notes in
a recovery scenario.

The upgrade to Sunstate's corporate family rating reflects the
company's strong margin and return levels relative to other B2-
rated equipment rental companies.  Despite taking about
$70 million in non-tax distributions since 2005, Sunstate's fleet
has been expanded, aged younger and overall leverage has slightly
declined.

Going forward, Moody's expects that Sunstate will moderate its
capital spending with more moderate nonresidential construction
growth which should notably improve free cash flow leverage
metrics.  The foregoing statement assumes some non tax
distributions and some reduction in outstanding debt.  With a
period of lower expected leverage upcoming, the company will be
better positioned to absorb a downturn in demand or negative
events.

The rating outlook is stable reflecting Moody's view that
Sunstate's debt protection measures should remain supportive of
the B1 rating through the intermediate term.  The key risk that
Sunstate will continue to face is the cyclicality of the
construction market.  Additionally, prudence by the company with
respect to size and timing of future non-tax related distributions
will impact ratings stability.  Sunstate should now be better able
to withstand a cyclical downturn due to both the increased
liquidity and the younger aged fleet.

Sunstate, headquartered in Phoenix, Arizona, is a regional
equipment supplier with 46 branches predominately in the Southwest
regions.  Original rental fleet equipment cost was $350 million at
March 31, 2007.


TARGA RESOURCES: Commences Tender Offer for 8-1/2% Senior Notes
---------------------------------------------------------------
Targa Resources Inc. and Targa Resources Finance Corporation have
commenced a cash tender offer to purchase any and all of their
outstanding 8-1/2% Senior Notes due 2013, (CUSIP Nos. 87611UAB7
and U87566AB8), of which $250 million in aggregate principal
amount was outstanding as of July 19, 2007, and a solicitation of
consents from the registered holders of the notes to certain
proposed amendments to the indenture governing the notes and to
the waiver of the Issuers' and their subsidiary guarantors'
obligations under a related registration rights agreement.

The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Aug. 15, 2007, unless extended or earlier
terminated.  Holders of notes must tender and not withdraw their
Notes and deliver and not rescind their corresponding Consents on
or before the consent date, which is 5:00 p.m., New York City
time, on Aug. 1, 2007, unless extended or earlier terminated, to
receive the total consideration, which includes a consent payment
of $30 per $1,000 principal amount of notes.

Holders of notes who tender their notes after the consent date and
on or before the expiration date will receive the purchase price,
which is the total consideration minus the consent payment.

The total consideration for each $1,000 principal amount of the
notes tendered and accepted for payment will be determined in the
manner described in the Statement by reference to the fixed spread
of 50 basis points over the yield based on the bid side price of
the reference treasury security, 4.625% U.S. Treasury Notes due
Nov. 15, 2009, as calculated by the dealer manager at 2:00 p.m.,
New York City time, on Aug. 1, 2007.

In addition to the total consideration or the purchase price, as
applicable, holders of Notes tendered and accepted for payment
will receive accrued and unpaid interest on the Notes from the
last interest payment date for the Notes to the applicable
settlement date.

Notes tendered may be withdrawn and consents delivered may be
revoked at any time on or prior to the withdrawal date, which is
5:00 p.m., New York City time, on Aug. 1, 2007.  Notes tendered on
or prior to the withdrawal date that are not validly withdrawn on
or prior to the withdrawal date may not be withdrawn thereafter.
Tenders of Notes after the withdrawal date may not be withdrawn.

The Issuers currently expect to have an initial settlement for
Notes tendered on or before the consent date promptly after the
consent date and the satisfaction of the Financing Condition,
followed by a final settlement promptly after the expiration of
the tender offer for Notes tendered after the consent date.  The
Issuers reserve the right to extend or forego the initial
settlement date, as a result of which the initial settlement date
may occur as late as the final settlement date.

The tender offer and consent solicitation are conditioned on the
satisfaction of certain conditions, including:

   a) the tender on or prior to the consent date of notes
      representing a majority of the principal amount of the notes
      outstanding;
  
   b) the execution by the trustee of the supplemental indenture
      implementing the proposed amendments following receipt of
      the requisite consents; and

   c) the consummation of a new bank credit facility on terms
      satisfactory to the issuers.

The issuers expect to fund the purchase of the notes with the net
proceeds from the new bank financing and cash on hand.  

If the financing condition or any other condition in the statement
is not satisfied, the Issuers are not obligated to accept for
purchase, or to pay for, notes tendered and may delay the
acceptance for payment of any tendered notes, in each event
subject to applicable laws, and may terminate, extend or amend the
tender offer and may postpone the acceptance for purchase of, and
payment for, notes so tendered.

The issuers have retained Credit Suisse Securities (USA) LLC to
serve as dealer manager for the tender offer and solicitation
agent for the consent solicitation and have retained D.F. King &
Co. Inc. to serve as the depositary and information agent for the
tender offer and consent solicitation.

Requests for documents may be directed to:

     D.F. King & Co. Inc.
     48 Wall Street
     New York, NY 10005
     Tel (800) 735-3107
         (212) 269-5550

Questions regarding the tender offer or consent solicitation may
be directed to Credit Suisse Securities (USA) LLC at (212) 325-
4951 or (212) 325-7596.

                   About Targa Resources Partners

Headquartered in Houston, Texas, Targa Resources, Inc. (Nasdaq:
NGLS) -- http://www.targaresources.com/-- is an independent   
midstream energy company formed in 2003 by management and Warburg
Pincus, the global private equity firm and a leading energy
investor, to pursue gas gathering, processing and pipeline asset
acquisition opportunities.


TARGA RESOURCES: Moody's Holds B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Targa Resources, Inc.'s B1
Corporate Family Rating and assigned Ba3 ratings (LGD 3, 40%) to
its proposed first lien credit facilities comprised of a
$1.525 billion term loan, a $300 million revolving credit
facility, and a $300 million synthetic letter of credit facility.

Moody's also assigned a B3 rating (LGD 5, 88%) to Targa's proposed
$350 million second lien term loan.  Proceeds from the proposed
credit facilities will be used to refinance Targa's existing
indebtedness, including funding a tender offer for its 8.5% senior
unsecured notes due 2013, and to fund a $414 million distribution
to shareholders.  The rating outlook remains negative.

Targa's B1 CFR reflects its sizable operating footprint and market
position.  Targa's substantial gathering and processing assets
include over 11,000 miles of natural gas and NGL pipelines and
ownership interests in 22 processing plants, 16 of which are
operated by Targa.  These assets are positioned in the Permian
Basin, along the Gulf Coast including onshore Louisiana and a
number of coastal straddle plants, and in North Texas through its
ownership interest in Targa Resources Partners LP.

Targa also has an NGL logistics and marketing division, which
makes up 15%-20% of its annual operating margin.  This division
includes fractionation, terminaling, wholesale marketing and
transportation, and NGL distribution and marketing activities.
Relative to its peers, including Copano Energy, Atlas Pipeline
Partners, MarkWest Energy Partners, and Regency Energy Partners,
all of which currently have a B1 CFR, Targa is notably larger and
more diversified across the midstream value chain.  However, Targa
is more leveraged at about 6x debt/EBITDA as compared to its peers
which tend to maintain leverage in the 3x-5x range, depending on
acquisitions and spending on organic growth projects.

Despite the debt-funded distribution, Moody's is affirming Targa's
CFR because its leverage remains at a level consistent with where
it was when Moody's downgraded Targa's ratings in September 2006
following its decision not to sell its North Texas assets.  This
is because net proceeds from the IPO of Targa's MLP, which was
formed with the North Texas assets, were used to repay debt in
February of this year.

Net proceeds from the IPO and cash borrowed under a revolving
credit facility at the MLP were upstreamed to Targa which, along
with cash on hand, were used to repay a $700 million term loan.  
On a consolidated basis, debt was reduced by a net $405 million as
a result of the drop-down, which is roughly the amount of the
proposed distribution.  As a result, pro forma consolidated
leverage is approximately the same as it was at year-end 2006.  
The ratings assume that Targa's leverage will continue to hover
around 6x on a consolidated basis, depending on transactions
including future distributions.

Targa has stated its intentions to offer the MLP the opportunity
to purchase substantially all of its remaining businesses and has
positioned these potential drop-downs as central to its strategy
to delever.  Assuming that the drop-downs are financed with 50/50
debt/equity at the MLP and also assuming that 100% of the net
proceeds to the parent are used repay debt, these drop-downs are
deleveraging in terms of consolidated debt/EBITDA and
EBITDA/interest.

However, Moody's observes that these drop-downs are not as
deleveraging in terms of "fixed" charges because they essentially
substitute one yield-paying instrument for another.  Also, the
drop-downs weaken the credit in that they result in additional
structural subordination.  In addition, the MLP does not guarantee
the credit facilities and the assets in the MLP do not serve as
security for the credit facilities.

Regarding the deleveraging strategy, Moody's notes that a 100%
sweep of net proceeds against debt may not necessarily occur.
Under the terms of the draft credit agreement, when pro forma
secured leverage is less than 6x, only 50% of net proceeds are
required to sweep against the term loan.  Furthermore, there is a
reinvestment provision such that asset sale proceeds may be
reinvested in the business instead of being used to reduce debt.

Moody's also changed Targa's Speculative Grade Liquidity (SGL)
rating back to SGL-2 from SGL-3.  In January 2007, Moody's lowered
Targa's liquidity rating to SGL-3 to reflect the risks associated
with repaying or refinancing its $700 million term loan that was
due in October 2007.  This term loan was repaid with proceeds
associated with the drop-down of Targa's North Texas assets into
the MLP, which completed its IPO in February.  Following the
proposed transactions, Targa is expected to have cash balances in
excess of $100 million and a $300 million undrawn revolving credit
facility.

Targa Resources, Inc. is headquartered in Houston, Texas.


TARGA RESOURCES: S&P Lowers Corporate Credit Rating to B
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on midstream energy company Targa Resources Inc. to 'B'
from 'B+' and removed it from CreditWatch negative, where it was
placed on Oct. 31, 2006.
     
At the same time, S&P assigned its 'B+' rating, one notch above
the corporate credit rating, and '2' recovery rating to Targa's
proposed $2.125 billion senior secured first-lien credit
facilities, and a 'CCC+' rating and '6' recovery rating to the
company's proposed $350 million senior secured second-lien term
loan, based on preliminary terms and conditions.  The outlook is
stable.
     
Proceeds from the proposed credit facilities will be used to
refinance Targa's existing credit facility, repay its $250 million
senior unsecured notes due 2013, and make a sizable distribution
to equity owners, including Warburg Pincus, Merrill Lynch, and
management.
     
The rating actions reflect pro forma credit metrics, which are
more consistent with the 'B' corporate credit rating category
given Targa's business risks in the midstream energy space.  The
pre-existing CreditWatch listing was specifically tied to already
elevated leverage.
     
The stable outlook reflects the leveraging impact of the pending
transaction, somewhat mitigated by the deleveraging effect of the
MLP IPO in February," said Standard & Poor's credit analyst Plana
Lee.
     
Stronger credit metrics, continued management of commodity price
risk through hedging, and better-than-expected volumes could
improve ratings.  Conversely, weaker credit metrics or continued
susceptibility to customer concentration could lead to downward
ratings movement.


TEXAS INDUSTRIES: S&P Rates Proposed $200MM Credit Facility at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the proposed $200 million unsecured revolving credit facility due
2012 of Texas Industries Inc. (BB/Positive/--).  TXI will use the
proceeds from the proposed revolving credit facility mainly to
refinance existing revolving facility borrowings and for general
corporate purposes, including working capital and capital
expenditures.  S&P will withdraw the rating on the company's
existing revolving facility once the new facility is funded.
     
The company's proposed facility will not be assigned a recovery
rating given its unsecured status.
     
At the same time, S&P affirmed its existing ratings on TXI,
including its 'BB-' corporate credit rating.  The outlook remains
positive.  Total debt outstanding at May 31, 2007, was about
$275 million.
     
"An upgrade is possible if TXI completes its capital expansion
plans on schedule and at the anticipated cost level; generates the
expected improvements in revenues, operating margins, and free
cash flow; and reduces debt to EBITDA below 2x," said Standard &
Poor's credit analyst Michael Scerbo.  "We could revise the
outlook back to stable if end-markets soften more than expected or
if operating costs escalate unexpectedly, causing earnings and
cash flow to decline significantly from current expectations."
     
Dallas, Texas-based Texas Industries is a regional producer of
cement, aggregates, and concrete with major markets in Texas and
California.


TRANSDERM LABS: March 31 Balance Sheet Upside-Down by $36.4 Mil.
----------------------------------------------------------------
Transderm Laboratories Corp.'s consolidated balance sheet at
March 31, 2007, showed $5.2 million in total assets and
$41.6 million in total liabilities, resulting in a $36.4 million
total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $3.6 million in total current
assets available to pay $29.8 million in total current
liabilities.

The company reported a net loss of $621,000 on net sales of
$1.1 million for the first quarter ended March 31, 2007, compared
with a net loss of $434,000 on net sales of $1.6 million for the
same period ended March 31, 2006.

The increase in net loss was attributable primarily to a decline
in sales, partly offset by the increase in product development
income.

The decrease in net sales, which consisted exclusively of sales of
transdermal nitroglycerin patches, was primarily due to a 57%
decline in sales to one of the company's largest customers.

Product development income for the three months ended March 31,
2007, which consisted of revenues generated from research and
development projects the company is undertaking for two customers,
increased to $268,000, from product development income of $5,000
for the same period in 2006.   

At March 31, 2007, the company had aggregate debts and liabilities
of $41.6 million.  These debts and liabilities include
$7.6 million of royalties due under the Key License and
$30.9 million to Health-Chem.  The company has sustained operating
losses in each of the last three years.

In addition, at March 31, 2007, Health-Chem owes $11.6 million
under outstanding debentures which became due in 1999 and under
which it currently is in default, which exerts pressure on the
financial condition of the Group as a whole.


Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?21b0

                    Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007,
Demetrius & Company LLC, in Wayne, N.J., expressed substantial
doubt about Transderm Laboratories Corporation's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's having defaulted on payments to its
bondholders and licensors, and working capital deficiencies.

                  About Transderm Laboratories

Transderm Laboratories Corporation (Other OTC: TLCC.PK)
manufactures controlled release products to deliver drugs
topically or transdermally.  The company conducts the majority of
its business through its 98.5%-owned subsidiary, Hercon
Laboratories Corporation.  Health-Chem owns 90% of the company's
outstanding common stock.


UNITEDHEALTH GROUP: Earns $1.2 Billion in Second Quarter 2007
-------------------------------------------------------------
UnitedHealth Group Inc. reported second quarter ended June 30,
2007, consolidated net earnings of $1.2 billion grew $216 million
or 22 percent year-over-year.  Consolidated earnings from
operations in the second quarter were $2 billion, up $358 million
or 21% year-over-year.  Consolidated second quarter revenues
approached $19 billion, increasing $1.1 billion or 6 percent year-
over-year.

Second quarter consolidated revenues include $25 million in net
capital gains, compared to $6 million in net capital losses in the
second quarter of 2006 and $1 million in net capital losses in the
first quarter of 2007.

The consolidated operating margin of 10.7 percent expanded due to
margin gains in the Health Care Services business segment.
Consolidated operating margin increased 140 basis points year-
over-year and 150 basis points sequentially, excluding 409A
charges.

The consolidated medical care ratio of 80.5 percent improved 110
basis points year-over-year and 220 basis points sequentially.
Both the year-over-year and sequential improvements in this ratio
reflect continued strong performance across Ovations seniors
businesses, partially offset by increases in the UnitedHealthcare
medical care ratio.

During the second quarter of 2007, the company realized favorable
development of $100 million in its estimates of medical costs
incurred in 2006. The Company realized an additional $10 million
of favorable development in its estimates of medical costs
incurred in the first quarter of 2007. These compare to $150
million of favorable development in the second quarter of 2006,
all of which related to the previous year.

Second quarter operating costs were 13.8 percent of revenue, a
decrease of 10 basis points from 13.9 percent in the second
quarter of 2006 and an increase of 70 basis points from the first
quarter of 2007, excluding 409A charges.  The largest single
factor impacting the sequential percentage increase was the effect
of the timing of Medicare prescription drug plan revenue
recognition under GAAP on this calculation.

The second quarter income tax rate of 36.7 percent was consistent
with 36.8 percent in both the second quarter of 2006 and the first
quarter of 2007.

Medical costs payable, excluding the AARP division of Ovations,
increased by $216 million year-over-year to $7.3 billion at
June 30, 2007. Medical costs days payable was 52 days for the
quarter, consistent with recent results.

Second quarter return on equity was 23 percent.

At June 30, 2007, the company had total assets of $53 billion,
total liabilities of $32 billion, resulting in total stockholders'
equity of $21 billion.

Stephen J. Hemsley, president and chief executive officer of
UnitedHealth Group, said, "Our uniquely diversified business model
enables us to deliver strong and sustainable performance, as
reflected in the positive results in earnings and cash flows from
operations this quarter. Importantly, we continue to advance
distinctive capabilities in such areas as care facilitation,
financial services, network development and relationships, and in
our ability to help people become more effective health care
consumers and achieve better health outcomes. We expect to
continue to leverage these capabilities into sustained growth and
performance in 2008 and beyond."

                     About UnitedHealth Group

Headquartered in Minneapolis, Minn., UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- is a    
diversified health and well-being company which offers offers a
broad spectrum of products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,
Specialized Care Services and Ingenix.  Through its family of
businesses, UnitedHealth Group serves approximately 70 million
individuals nationwide.

                          *     *     *

The company's 2-1/4% senior convertible debentures due 2023 carry
Standard & Poor's BB+ rating.


VERTRUE INC: Inks Amended Merger Agreement with Velo
----------------------------------------------------
Vertrue Incorporated has entered into an amendment to its merger
agreement with Velo Holdings Inc. and Velo Acquisition Inc.  The
terms of the amendment increase the merger consideration payable
to Vertrue's stockholders to $50 per share in cash, without
interest, from $48.50 per share in cash, without interest.

The increased merger consideration represents a 24.6% premium over
the undisturbed stock price of $40.12 per share on Jan. 23, 2007.

A special committee of independent directors and the full board of
directors of Vertrue have approved the amendment, and the full
board of directors of Vertrue has recommended that Vertrue's
stockholders adopt the merger agreement, as amended by the
amendment, at the reconvened special meeting of stockholders on
July 31, 2007, which was originally scheduled for July 12, 2007.

FTN Midwest Securities Corp., financial advisor to the special
committee, provided a fairness opinion to the special committee
regarding the increased merger consideration.  Jefferies
Broadview, a division of Jefferies & Co., financial advisor to the
board of directors of Vertrue, provided a fairness opinion to the
board of directors of Vertrue regarding the increased merger
consideration.

In addition, Velo Holdings has entered into an agreement with
Brencourt Advisors LLC, a beneficial owner of approximately 28.1%
of Vertrue's common stock, pursuant to which Brencourt has agreed
to vote all of its shares of Vertrue's common stock in favor of
the adoption of the amended merger agreement and Velo Holdings has
granted to Brencourt the right to acquire up to an amount of
$25 million in equity securities of Velo Holdings.

Oak Investment Partners, which was originally part of the investor
group formed to acquire Vertrue, has determined not to participate
in the merger transaction at the increased $50 per share merger
consideration.  The equity for replacing the entire amount of
Oak's equity commitment and the aggregate amount of the increased
merger consideration will be provided by One Equity Partners, Rho
Ventures and, if Brencourt exercises its right to invest.

Vertrue has also entered into an amendment to its Stockholder
Protection Rights Agreement to exempt the transactions
contemplated by the agreement between Velo Holdings and Brencourt.

Stockholders who have questions about the merger, need assistance
in submitting their proxies or voting their shares should contact
Vertrue's proxy solicitor:

     Georgeson Inc.
     17 State Street, 10th Floor
     New York, NY 10004
     Telephone (212) 440-9800 (for banks and brokers)
               (866) 577-4994 (for all others)

                     About Vertrue Incorporated

Headquartered in Norwalk, Connecticut, Vertrue Incorporated
(Nasdaq: VTRU) -- http://www.vertrue.com/-- is an Internet   
marketing services company.  Vertrue operates a diverse group of
marketing businesses that share a unified mission: to provide
every consumer with access to direct-to-consumer savings across
its five vertical markets of healthcare, personal property,
security/insurance, discounts and personals, which are all offered
online through a set of diverse Internet marketing channels.

                           *     *     *

As reported in the Troubled Company Reporter on July 2, 2007,
Standard & Poor's Ratings Services assigned bank loan and recovery
ratings to the proposed $660 million senior secured credit
facilities of membership marketing company Vertrue Inc. (B+/Watch
Negative/--).  


WACHOVIA BANK: Moody's Assigns Low-B Ratings to Six Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Wachovia Bank Commercial Mortgage Trust 2007-
C32.  The provisional ratings issued on June 18, 2007 have been
replaced with these definitive ratings:

-- Class A-1, $25,707,000, rated Aaa
-- Class A-1A, $443,196,000, rated Aaa
-- Class A-2, $946,379,000, rated Aaa
-- Class A-PB, $62,827,000, rated Aaa
-- Class A-3, $948,589,000, rated Aaa
-- Class IO, $3,823,853,068*, rated Aaa
-- Class A-J, $253,330,000, rated Aaa
-- Class B, $43,019,000, rated Aa1
-- Class C, $47,798,000, rated Aa2
-- Class D, $28,679,000, rated Aa3
-- Class E, $28,679,000, rated A1
-- Class F, $38,238,000, rated A2
-- Class A-4FL, $250,000,000, rated Aaa
-- Class A-MFL, $382,385,000, rated Aaa
-- Class G, $43,018,000, rated A3
-- Class H, $47,799,000, rated Baa1
-- Class J, $52,578,000, rated Baa2
-- Class K, $33,458,000, rated Baa3
-- Class L, $19,120,000, rated Ba1
-- Class M, $9,559,000, rated Ba2
-- Class N, $14,340,000, rated Ba3
-- Class O, $9,559,000, rated B1
-- Class P, $9,560,000, rated B2
-- Class Q, $9,560,000, rated B3

* Approximate notional amount

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

-- Class A-4M, $227,273,000*, rated Aaa - P-1
-- Class A-4MS, $22,727,000*, rated Aaa
-- Class A-MM, $347,623,000*, rated Aaa - P-1
-- Class A-MMS, $34,762,000*, rated Aaa

* Approximate notional amount

Moody's withdrew the provisional ratings of these class of
certificates:

-- Class A-4, $250,000,000, WR
-- Class A-M, $382,385,000, WR


WARNER MUSIC: S&P Says BB- Rating Still Under Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings for
Warner Music Group, including the 'BB-' corporate credit rating,
remain on CreditWatch with negative implications.  The ratings
have been on CreditWatch because of S&Ps' concern about the
company's interest in EMI Group PLC.  S&P still see uncertainty
surrounding management's alternate strategies following WMG's
statement that it will not submit a competing bid for EMI.
     
In addition, year-over-year revenue and EBITDA decreased by
roughly 2% and 8%, respectively, in the company's second fiscal
quarter ended March 31, 2007.  Declines in recorded music revenue
and EBITDA, which reflect tough release comparisons from the
previous year and continued physical sale declines, were partially
offset by gains in publishing.  Debt to EBITDA was roughly 5.1x,
which is somewhat weak for the rating.  S&P expect the company's
third fiscal quarter (ended June 30, 2007) to be relatively flat,
with easier release comparisons coming in the fiscal fourth
quarter.


WERNER LADDER: Committee Wants Ch. 11 Cases Converted to Ch. 7
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Werner Holding Co. (DE) Inc. aka Werner Ladder
Company and its debtor-affiliates asks the U.S. Bankruptcy Court
for the District of Delaware to convert the Debtors' Chapter 11
cases to cases under Chapter 7 of the Bankruptcy Code.

The Creditors Committee believes that there are insufficient
assets in the Debtors' estate to confirm a Chapter 11 plan within
a reasonable time, in that:

   (i) the $750,000 wind-down budget, which New Werner Holding
       Co. (DE), LLC, agreed to pay as an assumed liability
       under the Asset Purchase Agreement to fund certain
       invoiced expenses, is insufficient to pay the wind-down
       expenses of the Debtors' estates; and

  (ii) there is no funding to pay other administrative expense
       and priority claims during plan confirmation.

The Creditors Committee further believes that converting the
Debtors' cases to Chapter 7, rather than dismissing the cases, is
in the best interests of the general unsecured creditors because
a Chapter 7 trustee may promptly begin liquidating the remaining
assets pursuant to the Court-approved stipulation among the
Committee; Levine Leichtman Capital Partners III, L.P., together
with Milk Street Investors LLC; and other major parties-in-
interest.

Under the Stipulation, the Committee agreed to conditionally
withdraw its objection to the Debtors' request to sell
substantially all of their assets in exchange for certain funding
obligations and agreements of the other parties, as well as New
Werner, that would pay the expenses to wind down the estates and
pursue causes of action.  The Sale proceeds would be shared with
the general unsecured creditors.

The Stipulation provides, among other things, that Levine
Leichtman will:

   (1) advance (a) roughly $1,900,000 to fund the expenses
       associated with pursuing the estates' causes of action
       that were not sold to New Werner, and (b) up to an
       additional $250,000 for the costs of administering the
       Debtors' assets other than the causes of action; in
       exchange, Levine Leichtman has the right to act as, or
       appoint, a designee of the Debtors' estates to pursue
       and liquidated the causes of action;

   (2) hold an allowed superpriority claim under Section 507
       of the Bankruptcy Code in an approximate amount of
       $97,000,000; and

   (3) share a percentage of the recoveries on account of its
       Section 507(b) Claim with the unsecured creditors.

The Wind-Down Budget was also negotiated by the Debtors and the
Committee pursuant to the Stipulation.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, told the Court that those rights and
protections were critical to the Committee's agreement to
withdraw its Sale objection and to allow New Werner to acquire
the Debtors' businesses, as a going concern, outside of a
Chapter 11 plan.

As of the closing of the Debtors' asset sale on June 8, 2007, Ms.
Counihan related, the Debtors have not conducted any business
operations.  She said the Debtors' directors have resigned, and
on June 15, Charles A. Stanziale, Jr., was appointed as interim
director of the Debtors.

Moreover, in accordance with the Stipulation, Levine Leichtman
and Committee selected Mr. Stanziale to serve as the liquidation
trustee under the Committee's proposed liquidating plan.

The Committee stated that the liquidation trustee would perform
many of the same duties required of a Chapter 7 trustee if the
Debtors' Chapter 11 cases are converted.

                 Difficulties With Plan Effort

In accordance with the Stipulation, the Committee filed a
Liquidating Plan and an accompanying disclosure statement as
reported in the Troubled Company Reporter on June 29, 2007.

In light of the filing of its Conversion Motion, the Committee is
continuing the Disclosure Statement hearing, currently scheduled
for July 24 at 10:00 a.m., to August 23 at 2:00 p.m.

The Plan provides that, once effective, the causes of action and
other assets excluded from the Sale will be transferred to a
liquidation trust.  The primary beneficiaries under the proposed
liquidation trust are Levine Leichtman and the general unsecured
creditors.

The Plan further provides that, with certain exceptions, all
administrative expense and priority claims will be paid in full
at confirmation.  Ms. Counihan stated that the Plan was based on
the assumptions that:

   * the only administrative expenses would be the wind-down
     expenses of the Debtors' estates that were provided for
     in the Wind-Down Budget; and

   * there were no administrative and priority claims remaining
     from the pre-Sale period.

However, those assumptions turned out to be untrue, Ms.
Counihan revealed.

Based on the Committee's recent budget analysis, Ms. Counihan
explained, there is a shortfall in the Wind-Down Budget of
approximately $450,000 and other unfunded administrative expense
and priority claims totaling well in excess of $75,000,000.

Without any additional funding to the Debtors' estates, the
Committee believes that it will be unable to confirm the Plan in
its current form, or any other Chapter 11 plan within a
reasonable period of time.

A full-text copy of the Committee's Budget Analysis is available
for free at http://ResearchArchives.com/t/s?21b3

              Stipulation & New Werner Funding
             Will Remain Effective in Chapter 7

Ms. Counihan stated that while the Stipulation contains
provisions contemplating a confirmed plan, the effectives of the
Stipulation is not contingent upon plan confirmation.  She noted
that the parties expressly agreed that the Stipulation would
remain binding and fully enforceable upon the Chapter 7
conversion.

Therefore, Ms. Counihan said, Levine Leichtman will still be
required to share its recoveries on account of the Section 507(b)
Claim and provide the full amount of the LLCP Funding to the
Chapter 7 estates, notwithstanding the conversion of the Debtors'
cases to Chapter 7.  Moreover, the Stipulation will be binding
upon the Chapter 7 trustee if the Debtors' cases are converted.

Ms. Counihan added that as an assumed liability under the Asset
Purchase Agreement, the Chapter 7 conversion will have no impact
on New Werner's obligation to pay the wind-down expenses of the
Debtors' estates up to $750,000.

The Committee wants the Court to confirm that all rights and
protections provided to the panel, the Debtors' estates, Levine
Leichtman and the general unsecured creditors, including the
right to share in recoveries from the Section 507(b) Claim;
Levine's obligation to provide the LLCP Funding; Levine's right
to appoint the Litigation Designee; and New Werner's obligations
to pay up to $750,000 in wind-down expenses of the Debtors'
estates, will remain fully binding and enforceable following the
Chapter 7 Conversion.

         Chap. 7 Conversion is Appropriate & Necessary

Ms. Counihan told the Court that, given the continuing loss of
value of the Debtors' assets and the build-up of administrative
expenses -- roughly $200,000 per month in professional fees and
retiree costs alone -- there is a continuing and substantial loss
to, and diminution of, the Debtors' estates within the meaning of
Section 1112(b)(4).

Ms. Counihan added that there is no reasonable likelihood of
rehabilitation of the Debtors' cases.

As a result of the sale and the Debtors' continued deteriorating
financial situation, coupled with the ongoing accrual of
administrative expenses, the only viable option remaining is to
liquidate the Debtors' assets under Chapter 7, Ms. Counihan said.

If the Debtors' cases are converted to a Chapter 7 proceeding,
the Committee supports the appointment of Mr. Stanziale as the
Chapter 7 trustee for the Debtors' estates because of his
familiarity with the Debtors' cases and his current experience as
a Chapter 7 trustee in three cases pending in the District of
Delaware.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--    
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000).


WILLIAMS SCOTSMAN: Algeco Deal Cues Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed all ratings of Williams Scotsman,
Inc. (Corporate Family at B1) on review for possible downgrade.

The review was prompted by Williams Scotsman's announcement that
it is to be acquired by the parent company of Algeco for
$2.2 billion.  Algeco is a private European company that has a
similar business profile to Williams Scotsman.  The merger
agreement was approved by Williams Scotsman's Board of Directors.
Pending all approvals, the transaction is expected to close in the
fourth quarter.

The review will focus on the proposed acquisition that could
represent a change in the capital structure of the company, if
approved and closed.  Given an initial review of the transaction,
Moody's notes it is possible that leverage at both the operating
and holding companies could increase.  In addition, under the
terms of the transaction, Williams Scotsman may and intends to
solicit alternative proposals from third parties.  This brings
added uncertainty to the ultimate capital structure of the
company.

Moody's stated that it will also evaluate the terms and the
structure of the transaction.  Moody's recognizes that there are
"change of control" provisions in the senior notes that require
Williams Scotsman to tender for the notes.  If the transaction is
consummated and there is a full tender, it is possible the outcome
of this review would be a withdrawal of all ratings.

These ratings were placed on review for possible downgrade:

Williams Scotsman, Inc.

-- Corporate Family -- B1
-- Senior Secured Credit Facility -- B1
-- Senior Unsecured Notes -- B2

Williams Scotsman International, Inc. is headquartered in
Baltimore, Maryland, and is a provider of modular space solutions
in North America and Europe.


WILLIAMS SCOTSMAN: Algeco Deal Cues S&P's Developing CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Williams
Scotsman Inc., including the 'BB-' corporate credit rating, on
CreditWatch with developing implications.  The rating action
follows the modular space lessor's announcement of its agreement
to be acquired by the parent company of unrated Algeco, the
European space rental company, for $2.2 billion of cash.  Williams
Scotsman intends to solicit alternative proposals from other
parties through Aug. 17, 2007.
      
"The agreement to an alternative proposal from either a strategic
or financial buyer could result in a ratings upgrade or downgrade,
depending upon how the transaction is financed," said Standard &
Poor's credit analyst Betsy Snyder.  "Alternatively, if the
proposed acquisition by Algeco is completed, Williams Scotsman's
rated debt will be refinanced and we will withdraw all ratings."
     
Baltimore, Maryland-based Williams Scotsman is a leading lessor of
modular space and storage units with a fleet of over 118,000 units
and a network of more than 100 locations in North America and
Spain.
     
Algeco is the largest renter of accommodation and portable storage
units in Europe, with a fleet of approximately 175,000 units.  
Upon completion of the acquisition, the combined company will
operate in 16 countries.  The proposed transaction is expected to
close in the fourth quarter of 2007 subject to shareholder and
regulatory approvals.
     
Standard & Poor's will assess Algeco's and other potential
proposals to resolve the CreditWatch.  S&P could affirm ratings on
the senior notes as a result of a change of control provision in
the notes.


YEARLING-BURRY: 341(a) Creditors Meeting Set for August 28
----------------------------------------------------------
Ilene W. Lashinsky, the U.S. Trustee for Region 14, will convene a
meeting of Yearling-Burry 15 LLP's creditors on Aug. 28, 2007, at
2:00 p.m. at the U.S. Trustee Meeting Room, 230 North First
Avenue, Suite 102 in Phoenix, Arizona.

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

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

                     About Yearling-Burry 15

Headquartered in Paradise Valley, Ariz., Yearling-Burry 15 LLP
filed for chapter 11 protection on June 9, 2007 (Bankr. D. Ariz.  
Case No. 07-03225).  When the Debtor filed for protection from
their creditors, they listed estimated assets and debts between
$1 million to $100 million.  The Debtor's exclusive period to file
a chapter 11 plan expires on Oct. 7, 2007.


YEARLING-BURRY: Court Approves Jennings Haugh as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave
Yearling-Burry 15 LLP authority permission to employ Jennings,
Haug & Cunning LLP as its attorney.  

As the Debtors' attorney, firm is expected to:

  a) give the Debtor-in-Possession legal advice with respect to
     his power and duties as Debtor-in-Possession in the continued
     operation of the Debtor's business and management of Debtor's
     property;

  b) prepare on behalf of the Debtor-in-Possession the necessary
     applications, schedules, statement of affairs, plans of
     reorganizations, answers, orders, reports and other legal
     papers;

  c) represent the Debtor-in-Possession at sale hearings,
     confirmations hearings, contested and adversary hearings as
     may be necessary; and

  d) perform all other legal services for the Debtor which may be
     necessary herein.

The firm's professionals billing rates are:

      Professional                    Hourly Rate
      ------------                    -----------
      Other Partners                  $235 - $385
      Associates                      $175 - $210
      Paralegals                         $125

Dean M. Dinner, Esq., a partner of the firm, will bill $310 for
this engagement.

Mr. Dinner assures the Court that the firm 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. Dinner can be reached at:

     Dean M. Dinner, Esq.
     Jennings, Haug and Cunningham, LLP
     2800 North Central Avenue, Suite 1800
     Phoenix, AZ 85004-1049
     Tel: (602) 234-7800
     Fax: (602) 277-5595
     http://www.jhc-law.com/

                     About Yearling-Burry 15

Headquartered in Paradise Valley, Ariz., Yearling-Burry 15 LLP
filed for chapter 11 protection on June 9, 2007 (Bankr. D. Ariz.  
Case No. 07-03225).  When the Debtor filed for protection from
their creditors, they listed estimated assets and debts between
$1 million to $100 million.  The Debtor's exclusive period to file
a chapter 11 plan expires on Oct. 7, 2007.


* Fitch Updates Q-IFS Ratings on 555 Insurance Companies
--------------------------------------------------------
Fitch Ratings has updated its Quantitative Insurer Financial
Strength ratings for 555 U.S. property/casualty insurance
companies.  At the same time, Fitch has assigned new Q-IFS ratings
to 80 U.S. property/casualty insurers.

Of the 555 updated ratings, there are 69 upgrades, 25 downgrades,
and 381 affirmations.  Fitch notes that the number of upgrades
relative to downgrades reflects the improvements in credit
fundamentals experienced by the rated companies during the 2006
financial year.

Including the 555 Q-IFS ratings, Fitch currently maintains
coverage on 958 U.S. property/casualty insurance companies that
collectively make up about 74% of total industry net premiums
written.

In addition, Fitch is withdrawing 23 previously existing Q-IFS
ratings as these various property/casualty insurance companies no
longer meet Fitch's criteria to be eligible to receive a Q-IFS
rating.

Q-IFS ratings are generated solely on a statistical model
utilizing the five most recent years of statutory financial
statement information.  The model incorporates 'rating logic' that
mirrors many aspects of the quantitative analysis that is used to
assign traditional IFS ratings.  While recognizing the limitations
associated with using a strict quantitative rating approach, Fitch
believes that IFS ratings do provide a reasonable representation
of the company's stand-alone financial strength and operating
profile.

Q-IFS Ratings/No. of Companies

    * 'AAA'/0;
    * 'AA'/0;
    * 'A'/199;
    * 'BBB'/299;
    * 'BB'/42;
    * 'B'/10;
    * 'CCC'/5;

Average Net Premiums Written: $149 Million

Traditional IFS Ratings/No. of Companies

    * 'AAA'/11;
    * 'AA'/228;
    * 'A'/151;
    * 'BBB'/8;
    * 'BB'/3;
    * 'B'/1;
    * 'CCC'/1;
    *
Average Net Premiums Written: $615 Million

Combined/No. of Companies

    * 'AAA'/11;
    * 'AA'/228;
    * 'A'/350;
    * 'BBB'/307;
    * 'BB'/45;
    * 'B'/11;
    * 'CCC'/6;
    *
Average Net Premiums Written: $345 Million

Fitch has affirmed these Q-IFS ratings:

Entity/NAIC Code/Affirmed Rating

  -- A. Central Insurance Company (NY)/11105/'BBBq';
  -- Aaa Mid-Atlantic Insurance Company (PA)/10675/'BBBq';
  -- Aaa Mid-Atlantic Insurance Company of New Jersey
     (NJ)/42960/'BBBq';

  -- Acceptance Indemnity Insurance Company (NE)/20010/'BBBq';
  -- ACUITY, A Mutual Insurance Company (WI)/14184/'Aq';
  -- Addison Insurance Company (IL)/10324/'Aq';
  -- Aegis Security Insurance Company (PA)/33898/'BBBq';
  -- Affirmative Insurance Company (IL)/42609/'BBBq';
  -- Agency Insurance Company of Maryland, Inc. (MD)/35173/'BBBq';
  -- Agri General Insurance Company (IA)/42757/'BBBq';
  -- Agricultural Workers Mutual Auto Insurance Company
     (TX)/18430/'BBBq';

  -- Alabama Municipal Insurance Corporation (AL)/17710/'BBBq';
  -- Alaska National Insurance Company (AK)/38733/'Aq';
  -- All America Insurance Company (OH)/20222/'Aq';
  -- Allied Eastern Indemnity Company (PA)/11242/'BBBq';
  -- Amcomp Assurance Corporation (FL)/25402/'BBBq';
  -- Amcomp Preferred Insurance Company (FL)/10346/'BBBq';
  -- American Agricultural Insurance Company (IN)/10103/'BBBq';
  -- American Century Casualty Company (TX)/10807/'BBBq';
  -- American Compensation Insurance Company (MN)/45934/'BBBq';
  -- American Family Home Insurance Company (FL)/23450/'BBBq';
  -- American Hallmark Insurance Company of Texas
    (TX)/43494/'BBBq';

  -- American Hardware Mutual Insurance Company (OH)/13331/'Aq';
  -- American Independent Insurance Company (PA)/17957/'BBq';
  -- American Interstate Insurance Company (LA)/31895/'BBBq';
  -- American Interstate Insurance Company of Texas
    (TX)/12228/'BBBq';

  -- American Mining Insurance Company (AL)/15911/'BBBq';
  -- American Modern Home Insurance Company (OH)/23469/'BBBq';
  -- American Modern Select Insurance Company (OH)/38652/'BBBq';
  -- American National General Insurance Company
    (MO)/39942/'BBBq';

  -- American National Property And Casualty Company
    (MO)/28401/'Aq';

  -- American Safety Casualty Insurance Company (DE)/39969/'BBBq';
  -- American Safety Indemnity Company (OK)/25433/'BBBq';
  -- American Safety Risk Retention Group, Inc (VT)/25448/'BBBq';
  -- American Select Insurance Company (OH)/19992/'Aq';
  -- American Sentinel Insurance Company (PA)/17965/'BBBq';
  -- American Service Insurance Company, Inc. (IL)/42897/'BBBq';
  -- American Southern Home Insurance Company (FL)/41998/'BBBq';
  -- American Southern Insurance Company (KS)/10235/'BBBq';
  -- American Steamship Owners Mutual Protection & Indemnity
     Association, Inc. (NY)/13366/'CCCq';

  -- American Vehicle Insurance Company (FL)/10790/'BBBq';
  -- American Western Home Insurance Company (OK)/35912/'BBBq';
  -- Amguard Insurance Company (PA)/42390/'BBBq';
  -- Amica Mutual Insurance Company (RI)/19976/'Aq';
  -- Arag Insurance Company (IA)/34738/'BBBq';
  -- Arbella Indemnity Insurance Company (MA)/10017/'BBBq';
  -- Arbella Mutual Insurance Company (MA)/17000/'BBBq';
  -- Arbella Protection Insurance Company (MA)/41360/'BBBq';
  -- Argonaut Great Central Insurance Company (IL)/19860/'BBBq';
  -- Argonaut Insurance Company (IL)/19801/'BBBq';
  -- Argonaut Limited Risk Insurance Company (IL)/26409/'BBBq';
  -- Argonaut-Midwest Insurance Company (IL)/19828/'BBBq';
  -- Argonaut-Southwest Insurance Company (LA)/19844/'BBBq';
  -- Armed Forces Insurance Exchange (KS)/41459/'Bq';
  -- Associated Industries Insurance Company, Inc.
    (FL)/23140/'Bq';

  -- Association Insurance Company (GA)/11240/'Aq';
  -- Atlantic Casualty Insurance Company (NC)/42846/'BBBq';
  -- Atlantic Mutual Insurance Company (NY)/19895/'Bq';
  -- Atlantic States Insurance Company (PA)/22586/'Aq';
  -- Attorneys Liability Protection Society, Inc., A Risk
     Retention Group (MT)/32450/'BBq';
  -- Austin Mutual Insurance Company (MN)/13412/'BBBq';
  -- Auto Club Family Insurance Company (MO)/27235/'BBBq';
  -- Auto-Owners Insurance Company (MI)/18988/'Aq';
  -- Badger Mutual Insurance Company (WI)/13420/'Aq';
  -- Bancinsure, Inc. (OK)/18538/'BBBq';
  -- Bankers Independent Insurance Company (PA)/13455/'BBq';
  -- Bay State Insurance Company (MA)/19763/'Aq';
  -- Brethren Mutual Insurance Company (MD)/13501/'Aq';
  -- Buckeye State Mutual Insurance Company (OH)/16713/'BBBq';
  -- Builders Insurance (A Mutual Captive Company)
    (GA)/10704/'Aq';

  -- California Capital Insurance Company (CA)/13544/'Aq';
  -- California State Automobile Association Inter-Insurance
     Bureau (CA)/15539/'Aq';
  -- Cambridge Mutual Fire Insurance Company (MA)/19771/'Aq';
  -- Cameron Mutual Insurance Company (MO)/15725/'BBBq';
  -- Canal Insurance Company (SC)/10464/'Aq';
  -- Capital City Insurance Company, Inc. (SC)/30589/'BBBq';
  -- Centennial Insurance Company (NY)/19909/'Bq';
  -- Central Mutual Insurance Company (OH)/20230/'Aq';
  -- Cherokee Insurance Company (MI)/10642/'Aq';
  -- Church Mutual Insurance Company (WI)/18767/'Aq';
  -- Club Exchange Corporation, Atty-In-Fact For Automobile Club
     Inter-Insurance Exchange (MO)/15512/'BBBq';

  -- Colony Insurance Company (VA)/39993/'Aq';
  -- Colony National Insurance Company (VA)/34118/'Aq';
  -- Colony Specialty Insurance Company (OH)/36927/'Aq';
  -- Commonwealth Reinsurance Company (MA)/10230/'BBBq';
  -- Concord General Mutual Insurance Company (NH)/20672/'BBBq';
  -- Consumers Insurance USA, Inc. (TN)/10204/'BBBq';
  -- Contractors Bonding and Insurance Company (WA)/37206/'Aq';
  -- Co-Operative Insurance Companies (VT)/18686/'BBBq';
  -- Cotton States Mutual Insurance Company (GA)/20966/'Aq';
  -- Country Mutual Insurance Company (IL)/20990/'Aq';
  -- Courtesy Insurance Company (FL)/26492/'Aq';
  -- Covenant Insurance Company (CT)/10062/'BBBq';
  -- Crusader Insurance Company (CA)/14010/'BBBq';
  -- Cumberland Insurance Company Inc. (NJ)/10448/'BBBq';
  -- Cumberland Mutual Fire Insurance Company (NJ)/13684/'BBBq';
  -- Dairyland Insurance Company (WI)/21164/'Aq';
  -- Developers Surety and Indemnity Company (IA)/12718/'BBBq';
  -- Diamond State Insurance Company (IN)/42048/'BBBq';
  -- Donegal Mutual Insurance Company (PA)/13692/'Aq';
  -- Dorchester Mutual Insurance Company (MA)/13706/'BBBq';
  -- Dryden Mutual Insurance Company (NY)/13919/'BBBq';
  -- Dtric Insurance Company, Limited (HI)/37265/'BBBq';
  -- Eagle West Insurance Company (CA)/12890/'Aq';
  -- Eastern Alliance Insurance Company (PA)/10724/'BBBq';
  -- Eastguard Insurance Company (PA)/14702/'BBBq';
  -- Electric Insurance Company (MA)/21261/'BBBq';
  -- EMC Reinsurance Company (IA)/40509/'Aq';
  -- Erie and Niagara Insurance Association (NY)/10374/'BBBq';
  -- Erie Insurance Company (PA)/26263/'Aq';
  -- Erie Insurance Company of New York (NY)/16233/'Aq';
  -- Erie Insurance Exchange (PA)/26271/'Aq';
  -- Farm Bureau General Insurance Company of Michigan
    (MI)/21547/'BBBq';

  -- Farm Bureau Mutual Insurance Company (IA)/13773/'BBBq';
  -- Farm Bureau Mutual Insurance Company of Idaho
    (ID)/13765/'BBBq';

  -- Farm Bureau Town & Country Insurance Company of Missouri
    (MO)/26859/'BBBq';

  -- Farm Family Casualty Insurance Company (NY)/13803/'Aq';
  -- Farmers Automobile Insurance Association Farmers Automobile
     Management Corp., Atty-In-Fact (IL)/24201/'Aq';
  -- Farmers Casualty Insurance Company (IA)/13811/'Aq';
  -- Farmers Mutual Fire Insurance Company of Salem County
    (NJ)/13854/'BBBq';

  -- Farmers Mutual Insurance Company of Nebraska (NE)/13889/'Aq';
  -- Farmers Mutual Protective Association (TX)/21733/'BBBq';
  -- Farmers Union Mutual Insurance (ND)/32670/'BBBq';
  -- FCCI Insurance Company (FL)/10178/'BBBq';
  -- Federated Mutual Insurance Company (MN)/13935/'Aq';
  -- Federated National Insurance Company (FL)/27980/'CCCq';
  -- Federated Rural Electric Insurance Exchange (KS)/11118/'Aq';
  -- Federated Service Insurance Company (MN)/28304/'Aq';
  -- Fidelity Mohawk Insurance Company (NJ)/15750/'Aq';
  -- Financial Pacific Insurance Company (CA)/31453/'BBBq';
  -- Firstcomp Insurance Company (NE)/27626/'BBBq';
  -- Firstline National Insurance Company (MD)/40100/'BBBq';
  -- Fitchburg Mutual Insurance Company (MA)/13943/'BBBq';
  -- Florida Farm Bureau Casualty Insurance Company
     (FL)/31216/'BBBq';

  -- Florida Hospitality Mutual Insurance Company
     (FL)/10699/'BBBq';

  -- Florists' Mutual Insurance Company (IL)/13978/'BBBq';
  -- FMI Insurance Company (NJ)/37699/'Aq';
  -- Founders Insurance Company (IL)/14249/'BBBq';
  -- Frankenmuth Mutual Insurance Company (MI)/13986/'Aq';
  -- Franklin Insurance Company (PA)/10728/'BBBq';
  -- Franklin Mutual Insurance Company (NJ)/16454/'Aq';
  -- Fremont Insurance Company (MI)/13994/'BBBq';
  -- Georgia Farm Bureau Mutual Insurance Company
    (GA)/14001/'BBBq';

  -- Germania Insurance Company (TX)/36854/'BBBq';
  -- Germantown Mutual Insurance Company (WI)/14036/'BBBq';
  -- Goodville Mutual Casualty Company (PA)/14044/'Aq';
  -- Grain Dealers Mutual Insurance Company (IN)/22098/'BBq';
  -- Grange Indemnity Insurance Company (OH)/10322/'Aq';
  -- Grange Insurance Association (WA)/22101/'BBBq';
  -- Grange Insurance Company of Michigan (OH)/11136/'Aq';
  -- Grange Mutual Casualty Company (OH)/14060/'Aq';
  -- Greater New York Mutual Insurance Company (NY)/22187/'Aq';
  -- Grinnell Mutual Reinsurance Company (IA)/14117/'Aq';
  -- Grinnell Select Insurance Company (IA)/16144/'BBBq';
  -- Guideone Mutual Insurance Company (IA)/15032/'BBBq';

  -- Guideone Property & Casualty Insurance Company
     (IA)/13984/'BBBq';

  -- Guideone Specialty Mutual Insurance Company
     (IA)/14559/'BBBq';

  -- Harco National Insurance Company (IL)/26433/'Aq';
  -- Harford Mutual Insurance Company (MD)/14141/'BBBq';
  -- Hastings Mutual Insurance Company (MI)/14176/'Aq';
  -- Haulers Insurance Company, Inc. (TN)/31550/'BBBq';
  -- Hawaii Employers' Mutual Insurance Company, Inc.
    (HI)/10781/'Aq';

  -- High Point Preferred Insurance Company (NJ)/28959/'BBBq';
  -- Hochheim Prairie Farm Mutual Insurance Association
    (TX)/31054/'BBBq';

  -- Holyoke Mutual Insurance Company in Salem (MA)/14206/'Aq';
  -- Home and Farm Insurance Company (IN)/17639/'BBBq';
  -- Home-Owners Insurance Company (MI)/26638/'Aq';
  -- Housing Authority Property Insurance, A Mutual Company
    (VT)/10069/'Aq';

  -- Housing Authority Risk Retention Group, Inc.
    (VT)/26797/'BBBq';

  -- Illinois Casualty Company (A Mutual Insurance Company)
    (IL)/15571/'BBBq';

  -- Imperial Fire and Casualty Insurance Company
    (LA)/44369/'BBBq';

  -- IMT Insurance Company (Mutual) (IA)/14257/'Aq';
  -- Indiana Farmers Mutual Insurance Company (IN)/22624/'BBBq';
  -- Indiana Lumbermens Mutual Insurance Company
    (IN)/14265/'BBBq';

  -- Insurance Company of Greater New York (NY)/22195/'Aq';
  -- Integrity Mutual Insurance Company (WI)/14303/'Aq';
  -- Interinsurance Exchange of The Automobile Club
    (CA)/15598/'Aq';

  -- International Fidelity Insurance Company (NJ)/11592/'BBBq';
  -- Iowa American Insurance Company (IA)/31577/'Aq';
  -- Iowa Mutual Insurance Company (IA)/14338/'Aq';
  -- Island Insurance Company, Limited (HI)/22845/'Aq';
  -- Kentucky Farm Bureau Mutual Insurance Company
    (KY)/22993/'Aq';

  -- Keystone Insurance Company (PA)/11681/'BBBq';
  -- Lackawanna Casualty Company (PA)/11703/'BBBq';
  -- Lafayette Insurance Company (LA)/18295/'Aq';
  -- Landmark American Insurance Company (OK)/33138/'BBq';
  -- Lemic Insurance Company (LA)/10708/'BBq';
  -- Lexon Insurance Company (TX)/13307/'BBBq';
  -- Liberty American Insurance Company (FL)/10955/'Aq';
  -- Liberty American Select Insurance Company (FL)/32760/'Aq';
  -- Lightning Rod Mutual Insurance Company (OH)/26123/'BBBq';
  -- Litchfield Mutual Fire Insurance Company (CT)/32085/'BBq';
  -- Lititz Mutual Insurance Company (PA)/14400/'BBBq';
  -- Louisiana Farm Bureau Mutual Insurance Company
     (LA)/14427/'BBq';

  -- Louisiana Workers' Compensation Corporation (LA)/22350/'Aq';
  -- Loya Insurance Company (TX)/11198/'BBBq';
  -- Lumbermen's Underwriting Alliance-U.S. Epperson Underwriting
     Co.,Atty. (MO)/23108/'BBBq';

  -- Madison Mutual Insurance Company (IL)/14443/'BBBq';
  -- Majestic Insurance Company (CA)/42269/'BBBq';
  -- Medmarc Casualty Insurance Company (VT)/22241/'BBBq';
  -- Medmarc Mutual Insurance Company (VT)/32089/'BBBq';
  -- Mercer Insurance Company (PA)/14478/'BBBq';
  -- Mercer Insurance Company of NJ, Inc. (NJ)/43540/'BBBq';
  -- Meridian Citizens Mutual Insurance Company (IN)/10502/'Aq';
  -- Merrimack Mutual Fire Insurance Company (MA)/19798/'Aq';
  -- Michigan Construction Industry Mutual Insurance Company
    (MI)/10998/'BBBq';

  -- Middlesex Insurance Company (WI)/23434/'Aq';
  -- Middlesex Mutual Assurance Company (CT)/14532/'Aq';
  -- Midwest Family Mutual Insurance Company (MN)/23574/'BBBq';
  -- Milbank Insurance Company (SD)/41653/'Aq';
  -- Millers Capital Insurance Company (PA)/14575/'BBBq';
  -- Mmg Insurance Company (ME)/15997/'BBBq';
  -- Monterey Insurance Company (CA)/23540/'Aq';
  -- Motorists Mutual Insurance Company (OH)/14621/'Aq';
  -- Mountain States Indemnity Company (NM)/10177/'BBBq';
  -- Mountain States Mutual Casualty Company (NM)/14648/'BBBq';
  -- Mountain Valley Indemnity Company (NH)/10205/'BBBq';
  -- Mountain West Farm Bureau Mutual Insurance Company
    (WY)/29440/'Aq';

  -- Mutual Benefit Insurance Company (PA)/14664/'BBBq';
  -- Mutual of Enumclaw Insurance Company (WA)/14761/'BBBq';
  -- National American Insurance Company (OK)/23663/'BBBq';
  -- National Lloyds Insurance Company (TX)/15474/'Aq';
  -- National Mutual Insurance Company (OH)/20184/'BBBq';
  -- National Security Fire & Casualty Company (AL)/12114/'BBBq';
  -- Nevada Capital Insurance Company (NV)/11165/'Aq';
  -- New England Guaranty Insurance Co, Inc. (VT)/25852/'BBBq';
  -- New Jersey Casualty Insurance Company (NJ)/10732/'BBBq';
  -- New Jersey Citizens United Reciprocal Exchange
    (NJ)/37028/'BBq';

  -- New Jersey Manufacturers Insurance Company (NJ)/12122/'Aq';
  -- New Jersey Re-Insurance Company (NJ)/35432/'Aq';
  -- New London County Mutual Insurance Company (CT)/14826/'BBBq';
  -- New Mexico Mutual Casualty Company (NM)/40627/'BBBq';
  -- New York Central Mutual Fire Insurance Company
    (NY)/14834/'BBBq';

  -- New York Municipal Insurance Reciprocal (NY)/20690/'BBBq';
  -- New York Schools Insurance Reciprocal (NY)/34843/'BBBq';
  -- Nodak Mutual Insurance Company (ND)/34592/'BBBq';
  -- Noetic Specialty Insurance Company (IL)/17400/'BBBq';
  -- Norfolk & Dedham Mutual Fire Insurance Company
    (MA)/23965/'BBBq';

  -- Norguard Insurance Company (PA)/31470/'BBBq';
  -- North Carolina Farm Bureau Mutual Insurance Company
    (NC)/14842/'Aq';

  -- North Star Mutual Insurance Company (MN)/14850/'Aq';
  -- Nova Casualty Company (NY)/42552/'BBBq';
  -- Nuclear Electric Insurance Limited (DE)/34215/'BBBq';
  -- Ocean Harbor Casualty Insurance Company (FL)/12360/'BBBq';
  -- Ohio Farmers Insurance Company (OH)/24104/'Aq';
  -- Ohio Indemnity Company (OH)/26565/'BBBq';
  -- Oklahoma Farm Bureau Mutual Insurance Company
    (OK)/21563/'BBBq';

  -- Oklahoma Farmers Union Mutual Insurance Company
    (OK)/41475/'BBBq';

  -- Old Guard Insurance Company (OH)/17558/'Aq';
  -- Old United Casualty Company (KS)/37060/'Aq';
  -- Oregon Mutual Insurance Company (OR)/14907/'BBBq';
  -- Owners Insurance Company (OH)/32700/'Aq';
  -- Pacific Specialty Insurance Company (CA)/37850/'Aq';
  -- Palisades Safety and Insurance Association (NJ)/22050/'BBBq';
  -- Paramount Insurance Company (NY)/40177/'BBBq';
  -- Partners Mutual Insurance Company (WI)/13439/'BBq';
  -- Patrons Fire Insurance Company of Rhode Island
     (CT)/30937/'BBq';
  -- Patrons Mutual Insurance Company of Connecticut
    (CT)/14923/'BBq';

  -- Patrons Oxford Insurance Company (ME)/28290/'Aq';
  -- Pekin Insurance Company (IL)/24228/'Aq';
  -- Pemco Insurance Company (WA)/18805/'BBBq';
  -- Pemco Mutual Insurance Company (WA)/24341/'BBBq';
  -- Peninsula Insurance Company (MD)/14958/'BBBq';
  -- Penn Millers Insurance Company (PA)/14982/'BBBq';
  -- Penn National Security Insurance Company (PA)/32441/'Aq';
  -- Penn Patriot Insurance Company (VA)/10121/'Aq';
  -- Penn-America Insurance Company (PA)/32859/'Aq';
  -- Penn-Star Insurance Company (PA)/10673/'Aq';
  -- Pennsylvania Lumbermens Mutual Insurance Company
    (PA)/14974/'Aq';

  -- Pennsylvania National Mutual Casualty Insurance Company
    (PA)/14990/'Aq';

  -- Permanent General Assurance Corporation (TN)/37648/'BBBq';
  -- Permanent General Assurance Corporation of Ohio
    (OH)/22906/'BBBq';

  -- Pharmacists Mutual Insurance Company (IA)/13714/'BBBq';
  -- Philadelphia Contributionship Insurance Company
    (PA)/17914/'BBBq';

  -- Philadelphia Indemnity Insurance Company (PA)/18058/'Aq';
  -- Philadelphia Insurance Company (PA)/23850/'Aq';
  -- Phoenix Indemnity Insurance Company (AZ)/34037/'BBBq';
  -- Pioneer State Mutual Insurance Company (MI)/18309/'Aq';
  -- Plymouth Rock Assurance Corporation (MA)/14737/'BBBq';
  -- Preferred Mutual Insurance Company (NY)/15024/'BBBq';
  -- Pre-Paid Legal Casualty, Inc. (OK)/37869/'BBBq';
  -- Preserver Insurance Company (NJ)/15586/'BBBq';
  -- Proformance Insurance Company (NJ)/10100/'BBBq';
  -- Property-Owners Insurance Company (IN)/32905/'Aq';
  -- Providence Mutual Fire Insurance Company (RI)/15040/'BBBq';
  -- Public Service Mutual Insurance Company (NY)/15059/'BBBq';
  -- Quincy Mutual Fire Insurance Company (MA)/15067/'Aq';
  -- Ram Mutual Insurance Company (MN)/16330/'BBBq';
  -- Republic Mutual Insurance Company (OH)/20192/'BBBq';
  -- Residence Mutual Insurance Company (CA)/15776/'Aq';
  -- Rider Insurance Company (NJ)/34509/'BBBq';
  -- Rockford Mutual Insurance Company (IL)/27065/'BBBq';
  -- RSUI Indemnity Company (NH)/22314/'Aq';
  -- Rural Mutual Insurance Company (WI)/15091/'Aq';
  -- Safe Auto Insurance Company (OH)/25405/'BBBq';
  -- Safety Indemnity Insurance Company (MA)/33618/'Aq';
  -- Safety Insurance Company (MA)/39454/'Aq';
  -- Safeway Insurance Company (IL)/12521/'BBBq';
  -- Safeway Insurance Company of Alabama, Inc. (AL)/11223/'BBBq';
  -- Safeway Insurance Company of Georgia (GA)/25640/'BBBq';
  -- Safeway Insurance Company of Louisiana (LA)/10248/'BBBq';
  -- Sagamore Insurance Company (IN)/40460/'BBBq';
  -- SAIF Corporation (OR)/36196/'BBBq';
  -- Seaworthy Insurance Company (MD)/37923/'BBBq';
  -- Secura Insurance, A Mutual Company (WI)/22543/'Aq';
  -- Secura Supreme Insurance Company (WI)/10239/'Aq';
  -- Security Mutual Insurance Company (NY)/15113/'BBq';
  -- Select Markets Insurance Company (IL)/19836/'BBBq';
  -- Select Risk Insurance Company (PA)/17752/'BBBq';
  -- Sentry Insurance A Mutual Company (WI)/24988/'Aq';
  -- Sentry Select Insurance Company (WI)/21180/'Aq';
  -- Service Lloyds Insurance Company (TX)/43389/'Aq';
  -- Shelter General Insurance Company (MO)/23361/'BBBq';
  -- Shelter Mutual Insurance Company (MO)/23388/'Aq';
  -- Shelter Reinsurance Company (MO)/26557/'BBBq';
  -- Silver Oak Casualty, Inc. (LA)/26869/'BBBq';
  -- Society Insurance, A Mutual Company (WI)/15261/'BBBq';
  -- Sonnenberg Mutual Insurance Company (OH)/10271/'BBBq';
  -- Southern Farm Bureau Casualty Insurance Company
    (MS)/18325/'Aq';

  -- Southern General Insurance Company (GA)/37141/'BBq';
  -- Southern Insurance Company of Virginia (VA)/26867/'BBBq';
  -- Southern-Owners Insurance Company (FL)/10190/'Aq';
  -- State Auto Insurance Company of Ohio (OH)/11017/'Aq';
  -- State Auto National Insurance Company (OH)/19530/'BBBq';
  -- State Auto Property & Casualty Insurance Company
    (IA)/25127/'Aq';

  -- State Automobile Mutual Insurance Company (OH)/25135/'Aq';
  -- State-Wide Insurance Company (NY)/25275/'BBBq';
  -- Sterling Insurance Company (NY)/15210/'BBBq';
  -- Stratford Insurance Company (NH)/40436/'Aq';
  -- Strathmore Insurance Company (NY)/11024/'Aq';
  -- Summit Insurance Company (CT)/37354/'BBBq';
  -- Sutter Insurance Company (CA)/32107/'BBBq';
  -- T.H.E. Insurance Company (LA)/12866/'Aq';
  -- Tennessee Farmers Assurance Company (TN)/41220/'Aq';
  -- Tennessee Farmers Mutual Insurance Company (TN)/15245/'Aq';
  -- Texas Mutual Insurance Company (TX)/22945/'Aq';
  -- The Beacon Mutual Insurance Company (RI)/24017/'BBBq';
  -- The Celina Mutual Insurance Company (OH)/20176/'BBBq';
  -- The Gray Insurance Company (LA)/36307/'BBBq';
  -- The Personal Service Insurance Company (OH)/12289/'BBq';
  -- Topa Insurance Company (CA)/18031/'BBBq';
  -- Transguard Insurance Company of America, Inc
     (IL)/28886/'BBBq';

  -- Trustgard Insurance Company (OH)/40118/'Aq';
  -- Tudor Insurance Company (NH)/37982/'Aq';
  -- U.S. Security Insurance Company (FL)/21300/'BBq';
  -- Union Mutual Fire Insurance Company (VT)/25860/'BBBq';
  -- United Educators Insurance, A Reciprocal Risk Retention Group
    (VT)/10020/'Aq';

  -- United Farm Family Insurance Company (NY)/29963/'Aq';
  -- United Farm Family Mutual Insurance Company
    (IN)/15288/'BBBq';

  -- United Fire & Casualty Company (IA)/13021/'Aq';
  -- United Fire & Indemnity Company (TX)/19496/'Aq';
  -- United Fire Lloyds (TX)/43559/'Aq';
  -- United National Casualty Insurance Company (IN)/11445/'BBBq';
  -- United National Insurance Company (PA)/13064/'BBBq';
  -- United National Specialty Insurance Company
    (WI)/41335/'BBBq';

  -- United Ohio Insurance Company (OH)/13072/'Aq';
  -- Universal Casualty Company (IL)/42862/'BBBq';
  -- Utica First Insurance Company (NY)/15326/'BBBq';
  -- Vanliner Insurance Company (MO)/21172/'BBBq';
  -- Vermont Mutual Insurance Company (VT)/26018/'Aq';
  -- Vinings Insurance Company (SC)/16632/'Aq';
  -- Virginia Farm Bureau Fire and Casualty Insurance Company
    (VA)/26026/'BBBq';

  -- Virginia Farm Bureau Mutual Insurance Company
    (VA)/26034/'BBBq';

  -- Virginia Farm Bureau Town and Country Insurance Company
    (VA)/10086/'BBBq';

  -- Wawanesa General Insurance Company (CA)/10683/'BBBq';
  -- Wawanesa Mutual Insurance Company (CA)/31526/'Aq';
  -- West Bend Mutual Insurance Company (WI)/15350/'Aq';
  -- Western Agricultural Insurance Company (IA)/27871/'BBBq';
  -- Western Mutual Insurance Company (CA)/13625/'Aq';
  -- Western National Mutual Insurance Company (MN)/15377/'Aq';
  -- Western Reserve Mutual Casualty Company (OH)/26131/'BBBq';
  -- Western United Insurance Company (CA)/37770/'Aq';
  -- Western World Insurance Company (NH)/13196/'Aq';
  -- Westfield Insurance Company (OH)/24112/'Aq';
  -- Westfield National Insurance Company (OH)/24120/'Aq';
  -- Westguard Insurance Company (PA)/11981/'BBBq';
  -- Wilshire Insurance Company (NC)/13234/'BBBq';
  -- Wilson Mutual Insurance Company (WI)/19950/'Aq';
  -- Wisconsin Mutual Insurance Company (WI)/27022/'BBBq';
  -- Wisconsin Reinsurance Corporation (WI)/30260/'BBBq';
  -- Workmen's Auto Insurance Company (CA)/13250/'BBq';
  
Fitch has withdrawn these Q-IFS ratings:
  
  Entity/NAIC Code/Prior Rating
  -- Aequicap Insurance Company (FL)/24619/'BBq';
  -- Allegheny Mutual Casualty Company (PA)/13285/'BBq';
  -- Allied World Assurance Company (U.S.) Inc. (DE)/19489/'BBBq';
  -- American Country Insurance Company (IL)/38237/'BBq';
  -- Apollo Casualty Company (IL)/10343/'BBBq';
  -- Colorado Farm Bureau Mutual Insurance Company
    (CO)/13641/'BBBq';

  -- Diamond Insurance Company (IL)/10659/'BBq';
  -- Equity Insurance Company (TX)/28746/'BBq';
  -- First Acceptance Insurance Company, Inc. (TX)/10336/'BBq';
  -- Georgia Casualty & Surety Company (GA)/11258/'BBq';
  -- Gramercy Insurance Company (TX)/43265/'BBq';
  -- Imperial Casualty & Indemnity Company (OK)/11487/'BBq';
  -- Mississippi Farm Bureau Mutual Insurance Company
    (MS)/14605/'CCCq';

  -- Nevada Contractors Insurance Company, Inc. (NV)/11020/'BBq';
  -- New Jersey Indemnity Insurance Company (NJ)/10978/'Aq';
  -- Newmarket Underwriters Insurance Company (NH)/10690/'BBBq';
  -- Probuilders Specialty Insurance Company, RRG
    (DC)/11671/'BBq';

  -- Providence Property & Casualty Insurance Company
    (OK)/28711/'BBq';

  -- Republic Western Insurance Company (AZ)/31089/'BBq';
  -- Rutgers Casualty Insurance Company (NJ)/41378/'BBq';
  -- Sterling Casualty Insurance Company (CA)/42277/'BBq';
  -- Village Automobile Insurance Company, Inc. (GA)/11508/'BBBq';
  -- Young America Insurance Company (TX)/27090/'BBq';


* S&P Places Ratings on 17 Tranches Under Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 17
tranches from eight U.S. cash flow and hybrid CDO of ABS
transactions on CreditWatch with negative implications following
the downgrade of 418 classes of U.S. residential mortgage-backed
securities backed by closed-end second-lien mortgage collateral.
     
All but one of the eight CDO transactions with ratings placed on
CreditWatch were issued during 2006; the remaining transaction was
issued in 2003.  Two of the eight are high-grade SF CDOs of ABS,
and the remaining six are mezzanine SF CDOs of ABS, collateralized
largely by 'A' and 'BBB' rated tranches of RMBS and other
structured finance securities.  The exposures to the downgraded
U.S. RMBS backed by closed-end second-lien collateral in the CDO
transactions with ratings placed on CreditWatch ranged from 6.6%
to 14.2% of the collateral assets.
     
An additional five CDOs with significant (3% or more) exposure to
the U.S. RMBS backed by closed-end second-lien collateral
downgraded earlier already had tranche ratings on CreditWatch
negative in connection with an ongoing review of CDOs with
exposure to U.S. RMBS transactions backed by subprime first-lien
mortgage collateral that were downgraded on July 12, 2007.  These
CDOs did not see additional tranche ratings placed on CreditWatch
negative due to exposure to the U.S. RMBS transactions backed by
closed-end second-lien collateral downgraded July 20, 2007.
     
Standard & Poor's is continuing its review of cash flow and hybrid
CDO transactions with exposure to downgraded RMBS and will take
action on the CDO ratings where appropriate.
     

            Ratings Placed On Creditwatch Negative

                                                    Rating
                                                    ------
Transaction                Class           To               From
-----------                -----           --               ----
MKP CBO VI Ltd.            B               AA/Watch Neg     AA
MKP CBO VI Ltd.            C               A/Watch Neg      A
MKP CBO VI Ltd.            D               BBB/Watch Neg    BBB
E*Trade ABS CDO V Ltd.     B               BBB/Watch Neg    BBB
Montrose Harbor CDO I      D               BBB/Watch Neg    BBB
Kleros Real Estate CDO I   D               BB/Watch Neg     BB
Kleros Real Estate CDO II  C               AA-/Watch Neg    AA-
Kleros Real Estate CDO II  E               BB/Watch Neg     BB
Orion 2006-1 Ltd.          A               AAA/Watch Neg    AAA
Orion 2006-2 Ltd.          A-2             AAA/Watch Neg    AAA
Orion 2006-2 Ltd.          C-1             A/Watch Neg      A
Orion 2006-2 Ltd.          C-2             A-/Watch Neg     A-
Orion 2006-2 Ltd.          D-1             BBB/Watch Neg    BBB
Orion 2006-2 Ltd.          D-2             BBB-/Watch Neg   BBB-
Orion 2006-2 Ltd.          E               BB+/Watch Neg    BB+

Trainer Wortham First
    Republic CBO III        D               BBB/Watch Neg    BBB

Trainer Wortham First
    Republic CBO III        Pref. shares     BB/Watch Neg     BB


* S&P Lowers Ratings on 93 Tranches from 75 Transactions
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 93
tranches from 75 U.S. synthetic collateralized debt obligation of
asset-backed securities transactions.  The downgrades follow a
review of all of Standard & Poor's rated synthetic CDO
transactions with exposure to U.S. residential mortgage-backed
securities backed by subprime first-lien collateral that saw
ratings lowered on July 12, 2007.
     
Additionally, Standard & Poor's stated that it had incorporated
the downgrade of closed-end second-lien RMBS classes earlier into
its analysis of the synthetic CDO transactions, and that the U.S.
closed-end second-lien RMBS rating actions taken earlier would
have no further impact on the ratings assigned to synthetic CDOs.
     
As part of its surveillance process, Standard & Poor's reviews its
rated synthetic CDO transactions monthly via the synthetic rated
overcollateralization process and publishes the SROC ratios and
other performance metrics each month.  All of the synthetic CDOs
with lowered ratings had SROC ratios that fell below 100% at the
current rating levels after the July 12 U.S. subprime first-lien
RMBS downgrades and now have SROC ratios above 100% at the new,
lower rating levels.


                     Ratings Lowered

                                           Rating
                                           ------
   Transaction/series    Class        To             From
   ------------------    -----        --             ----
   Abacus 2006-11 Ltd.   A-2 Ser 1    AA+            AAA
   Abacus 2006-11 Ltd.   A-2 Ser 2    AA+            AAA
   Abacus 2006-11 Ltd.   B            A+             AA-
   Abacus 2006-11 Ltd.   B Ser 2      A+             AA-
   Abacus 2006-11 Ltd.   C            BBB+           A-
   Abacus 2006-11 Ltd.   D            BBB-           BBB
   
   Abacus 2006-14 Ltd.   A-2          A+             AAA
   Abacus 2006-14 Ltd.   A-2 (Ser2)   A+             AAA
   Abacus 2006-14 Ltd.   B            BBB+           AA-
   Abacus 2006-14 Ltd.   C            BBB-           A-
   
   ARLO VI Ltd.
   Series 2006 (Army Pier I)
                         Notes        A              A+
   Series 2006 (Charleston Springs)
                         Notes        BBB+           A-
   Series 2006 (Marine Park I)
                         Notes        AA-            AA
   Series 2006 (Old Orchard)
                         Notes        AA+            AAA
   Series 2006 (Pine Brook)
                         Notes        AA+            AAA
   Series 2006 (Shark River)
                         Notes        BBB+           A-
   Series 2006 (South Pier I)
                         Notes        A-             A
   Series 2006-1 (SABS)
                         Notes        A+             AA-
   Series 2006-2 (SABS)
                         Notes        A              AA-
   Series 2006-4 (SABS)
                         Notes        A+             AA-
   Series 2006-5 (SABS)
                         Notes        A+             AA-
   Series 2006-6 (SABS)
                         Notes        BBB+           A-
   Series 2006-8 (SABS)
                         A            A              A+
                         B            BBB+           A-
   Series 2006-9 (SABS)
                         A            A              A+
                         B            BBB+           A-
   
   Series 2006-10 (SABS)
                         A            A              A+
                         B            BBB+           A-
   
   
   ARLO VII Ltd.
   Series 2007-1 (SABS)
                         Notes        AA+            AAA
   
   Buchanan SPC
   Series 2006-I         A1J          AA+            AAA
   Series 2006-II        A2           AA-            AA
   Series 2006-IV        B            BBB-           BBB
   
   Coliseum SPC
   BALLISTA 2007-II      Notes        AA+            AAA
   BALLISTA 2007-III     Notes        BBB            A+
   
   Cookson SPC
   Series 2007-7         Notes        BB-            BBB
   Series 2007-8         Notes        BBB-           A
    
   Coriolanus Ltd.       
   Series 39             Tranche      BBB-           BBB+
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #804055 A
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #804055 B
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #804055 C-1
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #804055 C-2
                         Tranche      BBB+srb        A-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #804055 D-1
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #804055 D-2
                         Tranche      BBB+srb        A-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #804055 E
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 A1
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 A2
                         Tranche      BBB+srb        A-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 B1
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 B2
                         Tranche      BBB+srb        A-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 C1
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 C2
                         Tranche      BBB+srb        A-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 D1
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 D2
                         Tranche      BBB+srb        A-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 E1
                         Tranche      A+srb          AA-srb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #826480 E2
                         Tranche      BBB+srb        A-srb
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, Markov Chain I C
                         Tranche      AA+srb         AAAsrb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, Markov Chain IV C
                         Tranche      AA+srb         AAAsrb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #AUGUSTA PEAK
                         Tranche      BB+srb         BBBsrb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #BISON PEAK
                         Tranche      BBB-srb        BBBsrb
   
   Credit Default Swap
   Swap Risk Rating-Protection Buyer, CDS Reference #CARIBOU PEAK
                         Tranche      BB+srb         BBBsrb
   
   Credit Default Swap
Swap Risk Rating-Protection Buyer, CDS Reference #GRAYS PEAK
                         Tranche      BB+srb         BBBsrb
   
   Credit Default Swap
Swap Risk Rating-Protection Buyer, CDS Reference #PTARMIGAN PEAK
                         Tranche      BB+srb         BBBsrb
   
   Eirles Two Ltd.
                         Series 251   BBB            A-
                         Series 252   BBB-           BBB
                         Series 261   BBB+           A
                         Series 257   A+             AA
                         Series 258   BBB+           A
                         Series 259   A              AA-
                         Series 264   BBB            A-
                         Series 265   BBB+           A
                         Series 266   BBB-           BBB
   
   Ixion PLC
   Series 29             J            BBB            BBB+
   
   Magnolia Finance II PLC
   Series 2006-8C        Series C     AA+            AAA
   Series 2006-8DG       Series DG    BBB+           A
   Series 2006-8DU       Series DU    BBB+           A
   Series 2006-8E        Series E     BB+            BBB
   Series 2006-8F        Series F     BB+            BBB-
   Series 2006-9B        Notes        AA             AAA
   Series 2006-9E2       Notes        BBB-           BBB+
   Series 2006-9F1       Notes        BB+            BBB
   Series 2006-9F2       Notes        BB+            BBB
   
   Rutland Rated Investments
   Millbrook 2006-4 Series 31
                         A            AA             AAA
   Millbrook 2006-4 Series 32
                         B            A-             AA-
   Millbrook 2006-4 Series 33
                         C            BBB+           A-
   Millbrook 2006-4 Series 34
                         E            BBB-           BBB
   Millbrook 2006-4 Series 35
                         D            BBB            BBB+
   Millbrook 2007-1 Series 39
                         Notes        A+             AA-
   Millbrook 2007-1 Series 41
                         Notes        A+             AA-
   
   USP SPC
   Series Jackson 2006-I
                         Notes        A+             AAA
   Series Jackson 2006-II
                         Notes        BBB+           AA
   Series Jackson 2006-IIA
                         Notes        BBB+           AA
   Series Jackson 2006-III
                         Notes        BBB+           AA-
   Series Jackson 2006-IV
                         Notes        BBB-           A
   Series Jackson 2006-V
                         Notes        BB-            BBB


* Donlin Recano Partners w/ Beard Group to Provide Bankr. News
--------------------------------------------------------------
Donlin Recano & Company, Inc. has partnered with Frederick,
Maryland-based Beard Group Inc. to provide the latest in
comprehensive bankruptcy news.

"With thousands of people already utilizing our website daily for
information on our previously filed cases, we believe keeping
turnaround professionals additionally informed about breaking
industry news is critically important," commented Lou Recano,
Donlin Recano's Chief Executive Officer.

"News is our business and joining with Donlin Recano to bring
turnaround professionals the latest industry news on a real time
basis is just one innovative way to assure easy access to breaking
stories of the day," commented Christopher Beard, President of
Beard Group, publisher of the Troubled Company Reporter.

                       About The Beard Group

Beard Group Inc. -- http://www.beardgroup.com-- offers a  
comprehensive range of leading-edge products and services to legal
and business professionals.  These include traditional and
electronic publishing, databank document search and delivery, and
conferences.

                       About Donlin Recano

Headquartered in New York City, Donlin Recano --
http://www.donlinrecano.com/-- is a claims management company
that has served over 200 national clients across a broad range of
industries and business sectors.  Working with counsel, turnaround
advisors and the affected company, Donlin Recano helps organize
and guide Chapter 11 clients through administrative bankruptcy
tasks, including provision of Web site-accessible information,
formation of professional call centers, management of claims,
balloting, distribution and other administrative services.  The
company also provides Web based information services for creditors
committees as required by The Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005.


* BOND PRICING: For the week of July 16 - July 20, 2007
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
AHI-DFLT07/05                         8.625%  10/01/07     71
Aladdin Gaming                       13.500%  03/01/10      0
Albertson's Inc                       6.520%  04/10/28     74
Allegiance Tel                       11.750%  02/15/08     51
Allegiance Tel                       12.875%  05/15/08     16
Amer & Forgn Pwr                      5.000%  03/01/30     66
Atherogenics Inc                      1.500%  02/01/12     47
Atlantic Coast                        6.000%  02/15/34      6
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
Budget Group Inc                      9.125%  04/01/06      0
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     38
Cell Therapeutic                      5.750%  06/15/08     72
Collins & Aikman                     10.750%  12/31/11      2
Color Tile Inc                       10.750%  12/15/01      0
Comprehensive Care                    7.500%  04/15/10     60
Decode Genetics                       3.500%  04/15/11     73
Decode Genetics                       3.500%  04/15/11     72
Delta Mills Inc                       9.625%  09/01/07     16
Desa Intl Inc                         9.875%  12/15/07      0
Deutsche Bank NY                      8.500%  11/15/16     66
Diamond Triumph                       9.250%  04/01/08     64
Dura Operating                        8.625%  04/15/12     66
Dura Operating                        9.000%  05/01/09     11
Dura Operating                        9.000%  05/01/09      7
Dvi Inc                               9.875   02/01/04     10
Encysive Pharma                       2.500%  03/15/12     64
Exodus Comm Inc                      11.250%  07/01/08      0
Fedders North Am                      9.875%  03/01/14     33
Finova Group                          7.500%  11/15/09     21
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     73
Ford Motor Co                         6.625%  02/15/28     74
Ford Motor Co                         6.625%  10/01/28     74
Golden Books Pub                     10.750%  12/31/04      0
Gulf States STL                      13.500%  04/15/03      0
Insight Health                        9.875%  11/01/11     31
Iridium LLC/CAP                      10.875%  07/15/05     15
Iridium LLC/CAP                      11.250%  07/15/05     16
Iridium LLC/CAP                      13.000%  07/15/05     18
Iridium LLC/CAP                      14.000%  07/15/05     17
JTS Corp                              5.250%  04/29/02      0
Kaiser Aluminum                       9.875%  02/15/02     21
Kaiser Aluminum                      12.750%  02/01/03     11
Kellstrom Inds                        5.500   06/15/03      2
Lehman Bros Holding                  10.000%  10/30/13     69
Lehman Bros Holding                  11.000%  10/25/17     75
Liberty Media                         3.750%  02/15/30     62
Liberty Media                         4.000%  11/15/29     66
Lifecare Holding                      9.250%  08/15/13     67
Missouri PAC RR                       5.000%  01/01/45     75
Motorola Inc                          5.220%  10/01/97     71
Movie Gallery                        11.000%  05/01/12     22
New Orl Grt N RR                      5.000%  07/01/32     66
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     72
O'Sullivan Ind                       10.630%  10/01/08      0
Oakwood Homes                         7.875%  03/01/04     11
Oscient Pharma                        3.500%  04/15/11     74
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09     25
Pac-West Telecom                     13.500%  02/01/09     11
PCA LLC/PCA FIN                      11.875   08/01/09      5
Pegasus Satellite                     9.625%  10/15/49      0
Pegasus Satellite                    12.375%  08/01/08      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Primus Telecom                        3.750%  09/15/10     73
Primus Telecom                        8.000%  01/15/14     73
Radnor Holdings                      11.000%  03/15/10      0
Read-Rite Corp                        6.500%  09/01/04      0
RJ Tower Corp.                       12.000%  06/01/13      3
Scott Cable Comm                     16.000%  07/18/02      0
SLM Corp                              5.500%  06/15/29     74
SLM Corp                              5.500%  03/15/30     73
SLM Corp                              5.500%  03/15/30     74
SLM Corp                              5.500%  12/15/30     74
SLM Corp                              5.600%  12/15/29     74
SLM Corp                              5.750%  03/15/30     75
SLM Corp                              5.850%  12/15/31     75
Spacehab Inc                          5.500%  10/15/10     52
Times Mirror Co                       7.250%  11/15/96     69
Tom's Foods Inc                      10.500%  11/01/04      2
Tousa Inc                             7.500%  03/15/11     71
Tousa Inc                             7.500%  01/15/15     68
TransTexas Gas                       15.000%  03/15/05      0
United Air Lines                      9.200%  03/22/08     52
United Air Lines                     10.125%  03/22/15     52
United Homes Inc.                    11.000%  03/15/05      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.680%  06/27/08     14
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
USAutos Trust                         2.212%  03/03/11      7
Vesta Insurance Group                 8.750%  07/15/25      4
Werner Holdings                      10.000%  11/15/07      3
Westpoint Steven                      7.875%  06/15/05      0
Westpoint Steven                      7.875%  06/15/08      0
Wheeling-Pitt St                      5.000%  08/01/11     70
Wheeling-Pitt St                      6.000%  08/01/10     70
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0

                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

                    *** End of Transmission ***