TCR_Public/070726.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 26, 2007, Vol. 11, No. 175

                             Headlines

ABITIBI-CONSOLIDATED: CCB Clears Proposed Merger with Bowater
ABITIBI-CONSOLIDATED: Earns $148 Mil. in 2007 Second Quarter
ACAS CRE: Fitch Assigns Low-B Ratings to Three Cert. Classes
ACE SECURITIES: Moody's Reviews Class M-3 Certificates' B3 Rating
ADJUSTABLE RATE: S&P Lowers Ratings on Two Cert. Classes to BB

ADVANCED MICRO: S&P Affirms Corporate Credit Rating at B
ALLETE INC: Douglas Neve Joins Board of Directors
AMERICAN AIRLINES: Applies for Antitrust Immunity at DOT
AMERICAN AIRLINES: Vice President Roger Frizzell Joins BDA Board
AMERICAN COLOR: S&P Cuts Corporate Credit Rating to CC from CCC

AMPHENOL CORP: Moody's Reviews Ba1 Corporate Family Rating
ARCAP 2003-1: S&P Lifts Ratings on Nine Certificate Classes
ARCAP 2004-1: S&P Lifts Rating on Class J Certs. to BB+ from BB
ASSET BACKED: S&P Affirms Ratings on 178 Classes
ASTRATA GROUP: May 31 Balance Sheet Upside-down by $9.9 Million

AVAYA INC: Earns $55 Million in Third Quarter Ended June 30
BANK OF NEVADA: Moody's Rates Bank Financial Strength at C-
BAUSCH & LOMB: Declares Quarterly Dividend of $0.13 Per Share
BAYOU CITY: Posts $482,166 Net Loss in Quarter Ended March 31
BODISEN BIOTECH: Posts $1.5 Mil. Net Loss in Qtr. Ended March 31

BOSTON SCIENTIFIC: Mulling Sale of Fluid Management Business
BOSTON SCIENTIFIC: Moody's Downgrades Unsecured Debt Rating to Ba2
BOWATER INC: CCB Clears Proposed Merger with Abitibi-Consolidated
BUCKEYE TECHNOLOGIES: Earns $6.6 Million in Quarter Ended March 31
COMPAGNIE EUROPEENNE: Permanent Injunction Hearing Set for Aug. 10

CANAL CAPITAL: Posts $222,102 Net Loss in Quarter Ended April 30
CANARGO LIMITED: Unit Sells 8 Million Tethys Petroleum Stake
CENTEX CORP: Incurs $128 Million Net Loss in First Quarter 2008
CHRISTIN DIDIER: Voluntary Chapter 11 Case Summary
CITIZENS COMMUNICATIONS: To Close Rochester Call Center

COMMONWEALTH EDISON: Joins $1 Billion Statewide Settlement
CONSTAR INT'L: European Operations VP Frank Gregory Resigns
COPYTELE INC: Posts $1.4 Million Net Loss in Qtr. Ended April 30
CPI INTERNATIONAL: Moody's Lifts Corporate Family Rating to B1
CROWN ACQUISITION: Moody's Rates $235 Mil. Credit Facility at B1

CUMULUS MEDIA: $1.3 Billion Deal Cues Moody's to Review Ratings
DAESOK SO: Case Summary & 11 Largest Unsecured Creditors
DEVON ENERGY: Fitch Holds BB+ Preferred Stock Rating
DYNEGY INC: Joins $1 Billion Statewide Settlement
EXPEDIA INC: Moody's Downgrades Senior Secured Rating to Ba2

EXTRA! EXTRA!: Voluntary Chapter 11 Case Summary
FIDELITY MUTUAL: Final Hearing on Amended Plan Set for Sept. 30
FIDELITY NATIONAL: Earns $148 Million in Second Quarter 2007
FINANCE AMERICA: Moody's Downgrades Ratings on Four Cert. Classes
FOLDERATM INC: Reduces Workforce to 23 Employees to Cut Costs

GE COMMERCIAL: Fitch Holds Low-B Ratings on Six Cert. Classes
GE COMMERCIAL: Fitch Affirms Low-B Ratings on Three Cert. Classes
G-FORCE 2005-RR: Fitch Holds Low-B Ratings to Six Cert. Classes
HARRAH'S ENTERTAINMENT: Declares $0.40 Per Share Cash Dividend
HOST HOTELS: Joint Venture Closes Acquisition of Three Properties

HUNT REFINING: Moody's Rates Corporate Family Rating at B2
HUNTER DEFENSE: S&P Rates Proposed $185MM Credit Facilities at BB
INFE HUMAN: Posts $459,684 Net Loss in Quarter Ended May 31
INFRASOURCE SERVICES: Posts $1MM Net Loss in Qtr. Ended March 31
INTEGRATED SECURITY: Exploring Strategic Alternatives

ITRON INC: Earns $7.2 Million in First Quarter Ended March 31
LEAR CORP: Terminated Agreement Cues S&P to Lift Rating to B+
LEHMAN BROTHERS: Fitch Holds Low-B Ratings on Six Cert. Classes
LSI CORP: Earns $29.9 Million in First Quarter Ended April 1
LUIS POBLETE: Voluntary Chapter 11 Case Summary

LVNV FUNDING: Moody's Rates Class B Notes at Ba2
MASTR ASSET: S&P Junks Ratings on Two Certificate Classes
MERITAGE MORTGAGE: S&P Lowers Ratings on Four Certificate Classes
MERRILL LYNCH: Fitch Holds Low-B Ratings on Six Cert. Classes
MERRILL LYNCH: Fitch Downgrades Class H Certificate's Rating to CC

MIDWEST GEN: Participates in $1 Billion Illinois Relief Package
MODAVOX INC: Posts $337,831 Net Loss in Quarter Ended May 31
MOTHERS WORK: Earns $1 Million in Third Quarter Ended June 30
NORTHCORE TECHNOLOGIES: Commences Rights Offering
NOVELIS INC: Will Invest $9 Million in Oswego Plant

NOVELIS INC: Fitch Holds B Issuer Default Rating with Neg. Outlook
ORECK CORP: Moody's Withdraws Ratings on Inadequate Information
OVERSEAS SHIPHOLDING: Earns $84.7 Million in Qtr. Ended March 31
PAYLESS SHOESOURCE: Moody's Lowers Corporate Family Rating to B1
PLATFORM XE-R: Bank of New York to Auction Collateral on Aug. 20

PLAYERS TURF: Voluntary Chapter 11 Case Summary
POGO PRODUCING: Posts $44.8 Million Net Loss in 2007 2nd Quarter
POTOMAC EDISON: Fitch Downgrades Issuer Default Rating to BB+
PRUDENTIAL BANK: Moody's Rates Bank Financial Strength at B-
QUANTUM ENERGY: May 31 Balance Sheet Upside-down by $1.5 Million

RALPH LAVORO: Voluntary Chapter 11 Case Summary
REGENCY ENERGY: S&P Revises Watch to Positive from Developing
RESIDENTIAL ASSET: S&P Affirms Ratings on 728 Classes
RESOURCE AMERICA: Inks Amendment to Commerce Bank Loan Agreement
ROCK-TENN: Earns $25.2 Million in 2007 Third Fiscal Quarter

ROO GROUP: Posts Net Loss of $6.5 Million in Qtr. Ended March 31
ROYAL ARKANSAS: Voluntary Chapter 11 Case Summary
RYERSON INC: Moody's Reviews B1 Corporate Family Rating
RYERSON INC: Platinum Equity Merger Cues S&P's Negative Watch
SBE INC: Posts $105,000 Net Loss in Second Quarter Ended April 30

SECURED DIVERSIFIED: March 31 Balance Sheet Upside-down by $20,291
SERVICEMASTER CO: Moody's Rates $1.15 Billion Term Loan at B3
SPENCER CAPITAL: Case Summary & 10 Largest Unsecured Creditors
ST. PAUL SENIOR: Case Summary & Seven Largest Unsecured Creditors
STANDARD MOTOR: S&P Revises Outlook to Positive from Negative

SYROCO INC: Case Summary & 20 Largest Unsecured Creditors
THEGLOBE.COM INC: June 30 Balance Sheet Upside-down by $8.5 Mil.
TWC HOLDINGS: S&P Downgrades Corporate Credit Rating to D
UAL CORP: Earns $274 Million in Second Quarter Ended June 30
UNITED RENTALS: Cerberus Merger Cues S&P's Negative CreditWatch

US STEEL: Earns $302 Million in Second Quarter 2007
VERTIS INC: S&P Lowers Corporate Credit Rating to CC from B-
VISTAR CORP: S&P Holds Senior Secured Loan's Rating at B
WACHOVIA BANK: Fitch Holds Low-B Ratings on Six Cert. Classes
WORNICK CO: Inks Forbearance Agreements with DDJ and Noteholders

WORNICK CO: Unable to Pay Interest Due July 16
WORNICK CO: Interest Nonpayment Cues S&P's Default Rating
XM SATELLITE: CEO Hugh Panero to Resign Next Month

* MorrisAnderson Names Lance Miller as New Managing Director

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

                             *********

ABITIBI-CONSOLIDATED: CCB Clears Proposed Merger with Bowater
-------------------------------------------------------------
The Canadian Competition Bureau has informed Abitibi-Consolidated
Inc. and Bowater Incorporated that it will not contest their
proposed combination.

"We are very pleased the Bureau, after an extensive review, has
decided to allow the combination to proceed without challenge,"
John W. Weaver, President and Chief Executive Officer of Abitibi-
Consolidated, said.

"We appreciate the way the Bureau handled this process and are
very pleased to have received this critical approval for the
combination," David J. Paterson, Chairman, President and Chief
Executive Officer of Bowater added.

The combined company, which will be called AbitibiBowater Inc.
will produce a wide-range of newsprint, commercial printing
papers, market pulp and wood products.  It will be the eighth
largest pulp and paper manufacturer in the world.  AbitibiBowater
will own or operate 32 pulp and paper facilities and 35 wood
products facilities located in the United States, Canada, the
United Kingdom and South Korea.  It will also be among the world's
largest recyclers of newspapers and magazines, and a global leader
in sustainable forest management through independent third-party
certification.

                     About Bowater Incorporated

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

                  About Abitibi-Consolidated Inc.

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

                          *      *      *

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


ABITIBI-CONSOLIDATED: Earns $148 Mil. in 2007 Second Quarter
------------------------------------------------------------
Abitibi-Consolidated Inc. reported second quarter net earnings of
$148 million, compared to net earnings of $157 million in the
second quarter of 2006.  For the six-month period ending June 30,
2007, the Company recorded net earnings of $78 million, compared
to net earnings of $124 million, for the same six-month period
last year.

Although not a GAAP measure, the second quarter results before the
impact of specific items would have been a loss of $111 million,
compared to a loss of $29 million, in the second quarter of 2006.

The quarter's results include these after-tax specific items: a
gain of $204 million on translation of foreign currencies, a net
gain on dilution of $31 million as a result of the issuance of new
units equivalent to a 25% interest in ACH Limited Partnership, a
$22 million favorable income tax adjustment, a positive impact of
$18 million due to a gain from the disposal of certain timberlands
in the United States, a $7 million negative impact of mill closure
and other elements, and a charge of $7 million for merger and
integration-related costs.

In the second quarter of 2007, the Company posted an operating
loss of $64 million before specific items, compared to an
operating profit of $57 million in the second quarter of 2006.
The Newsprint segment had operating losses of $25 million, while
the Commercial Printing Papers and Wood Products segments had
operating losses of $21 million and $18 million respectively.

Before specific items, the $121 million reduction in operating
results in the second quarter of 2007 was mainly attributable to
lower prices in the Company's Newsprint and Wood Products business
segments, higher cost of products sold in the Newsprint segment
and lower sales volume for all segments.

"The forest products industry continues to be challenging for us
and for our customers," said John Weaver, Abitibi-Consolidated
President and Chief Executive Officer.  "We believe the
combination with Bowater, which is expected to generate annualized
synergies of at least $250 million, will enhance financial
flexibility, increase cash flow, and create a better opportunity
to unlock future value.  We have spent the past months planning
for the integration with Bowater and once final approvals have
been achieved, the plan will quickly be put into action."

                  About Abitibi-Consolidated Inc.

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

                          *      *      *

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


ACAS CRE: Fitch Assigns Low-B Ratings to Three Cert. Classes
------------------------------------------------------------
Fitch assigned these ratings to ACAS CRE CDO, series 2007-1,
Ltd./LLC, which are due November 2052:

    -- $181,480,000 class A floating rate notes 'AAA';
    -- $86,330,000 class B floating rate notes 'AA+';
    -- $41,000,000 class C floating rate notes 'AA';
    -- $11,850,000 class C fixed rate notes 'AA';
    -- $25,250,000 class D floating rate notes 'AA-';
    -- $23,785,000 class E deferrable floating rate notes 'A+';
    -- $23,785,000 class E deferrable fixed rate notes 'A+';
    -- $32,005,000 class F deferrable floating rate notes 'A';
    -- $32,005,000 class F deferrable fixed rate notes 'A';
    -- $22,185,000 class G deferrable floating rate notes 'A-';
    -- $26,555,000 class G deferrable fixed rate notes 'A-';
    -- $64,600,000 class H deferrable fixed rate notes 'BBB+';
    -- $41,110,000 class J deferrable fixed rate notes 'BBB';
    -- $42,270,000 class K deferrable fixed rate notes 'BBB-';
    -- $62,240,000 class L deferrable fixed rate notes 'BB+';
    -- $35,230,000 class M deferrable fixed rate notes 'BB';
    -- $5,870,000 class N deferrable fixed rate notes 'BB-'.


ACE SECURITIES: Moody's Reviews Class M-3 Certificates' B3 Rating
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
two certificates from one Ace Securities Home Equity Loan Trust
deal, issued in 2002.

The transaction consists of subprime first-lien adjustable and
fixed-rate loans. The primary originators on the transaction are
Wells Fargo Home Mortgage, Inc., Encore Credit Corporation and
HomeStar Mortgage Services, LLC.

The two most subordinate certificates from the 2002-HE3
transaction have been placed on review for possible downgrade
because existing credit enhancement levels are low given the
current projected losses on the underlying pools.  The pool of
mortgages has seen a spike in losses in recent months with
severities rising.  Future losses could cause a more significant
erosion of the overcollateralization.  The underlying pools in the
transaction are below the OC floor as of the 6/25/07 reporting
date.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust

Review for Possible Downgrade:

-- Series 2002-HE3; Class M-2, current rating A2, under review
    for possible downgrade;

-- Series 2002-HE3; Class M-3, current rating B3, under review
    for possible downgrade.


ADJUSTABLE RATE: S&P Lowers Ratings on Two Cert. Classes to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage-backed pass-through certificates from
Adjustable Rate Mortgage Trust's series 2005-1 and 2002-2, and
removed them from CreditWatch, where they were placed with
negative implications on April 25, 2007.  Concurrently, S&P placed
the rating on class 2-B-5 from Adjustable Rate Mortgage Trust
2005-6A on CreditWatch negative.  Finally, S&P affirmed its
ratings on 355 classes from 16 transactions also issued by
Adjustable Rate Mortgage Trust.

The two downgraded classes are part of loan groups that have
experienced greater than expected severe delinquencies (90-plus
days, foreclosures, and REOs) and total delinquencies, which
continue to increase as a percentage of the current pool balances.
These loan groups are backed by Alt-A mortgage loans (loan group 5
from series 2005-1 and loan group 6 from series 2005-2) and have
particularly high total and severe delinquencies as a percentage
of their current pool balances when compared with the current
credit support.  As of the June 2007 remittance period, the
current pool balance for loan group 5 from series 2005-1 had total
and severe delinquencies of $19.31 million and
$14.45 million, respectively, while the current pool balance for
loan group 6 from series 2005-2 had total and severe delinquencies
of $24.19 million and $18.73 million, respectively.  Despite the
fact that both classes are part of loan groups that have met their
overcollateralization targets, the amounts in the foreclosure and
REO classifications are 5.95x (loan group 5 from series 2005-1)
and 5.66x (loan group 6 from series 2005-2) the O/C levels.

The CreditWatch negative placement on the class 2-B-5 certificates
from series 2005-6A is due to projected losses that have the
potential to eliminate the credit enhancement supporting this
tranche.  Projected losses are based on present delinquencies.
This class is backed by prime jumbo loans and only has
subordination as credit support.  Standard & Poor's will continue
to monitor the performance of this transaction; if delinquencies
translate into realized losses, S&P will lower the rating on this
class to 'CCC.'  If the delinquencies decrease without realizing
additional losses, then S&P will affirm the rating and remove it
from CreditWatch negative.

The affirmed ratings reflect adequate actual and projected credit
enhancement levels that are 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 1 from
series 2005-2, loan group 1 from series 2005-8, and series 2006-
2A) to 17.07% (loan group 5 from series 2005-1) of the current
pool balances, while severe delinquencies ranged from
0.00% (loan group 1 from series 2005-2, loan group 10 from series
2005-7, loan group 1 from series 2005-8, loan group 4 of series
2005-8, and series 2006-2A) to 12.77% (loan group 5 from series
2005-1).  Cumulative realized losses, as a percentage of the
original pool balances, ranged from 0.00% to 0.34% (loan group 7
from series 2004-5).

Subordination provides credit support for the loan groups backed
by prime jumbo loans from these transactions, while the loan
groups backed by Alt-A loans have subordination, excess interest,
and O/C as credit enhancement.  The loans for all the transactions
are secured by mortgages, deeds of trust, or other security
instruments, creating first liens on one- to four-family
properties.  Substantially, all the loans have terms to stated
maturity of 30 years.  All of the mortgage loans are adjustable-
rate, fully amortizing, first-lien residential mortgage loans.

       Ratings Lowered and Removed from Creditwatch Negative

                   Adjustable Rate Mortgage Trust
             Mortgage-backed pass-through certificates

                                         Rating
                                         ------
             Series      Class     To              From
             ------      -----     --              ----
             2005-1      5-M-4     BB              BBB-/Watch Neg
             2005-2      6-M-5     BB              BBB/Watch Neg

                Rating Placed on Creditwatch Negative

                    Adjustable Rate Mortgage Trust
              Mortgage-backed pass-through certificates

                                        Rating
                                        ------
              Series      Class     To              From
              ------      -----     --              ----
              2005-6A     2-B-5     B/Watch Neg     B

                          Ratings Affirmed

                   Adjustable Rate Mortgage Trust
             Mortgage-backed pass-through certificates

  Series      Class                                      Rating
  ------      -----                                      ------
  2004-1      1-A-1, 1-A-1X, 2-A-1, 3-A-1, 4-A-1           AAA
  2004-1      5-A-1, 6-A-1, 8-A-1, 9-A-1-1, 9-A-1-2        AAA
  2004-1      9-A-2, 9-A-4, 9-A-5, 9-A-6                   AAA
  2004-1      C-B-1, C-B-1X, 9-M-1                         AA
  2004-1      9-M-2                                        A
  2004-1      C-B-2                                        A-
  2004-1      9-M-3, 9-M-4                                 BBB+
  2004-1      C-B-3                                        BBB-
  2004-1      C-B-4                                        BB
  2004-1      C-B-5                                        B
  2004-2      1-A-1, 2-A-1, 2-A-X, 2-A-2, 3-A-1, 3-A-X     AAA
  2004-2      4-A-1, 4-A-2, 4-A-3, 4-A-X, 5-A-1, 6-A-1     AAA
  2004-2      7-A-1-1, 7-A-1-2, 7-A-2, 7-A-3, 7-A-4, 7-A-6 AAA
  2004-2      C-B-1, C-B-1X, 7-M-1                         AA
  2004-2      7-M-2                                        A
  2004-2      C-B-2                                        A-
  2004-2      7-M-3, 7-M-4                                 BBB+
  2004-2      C-B-3                                        BBB-
  2004-2      C-B-4                                        BB
  2004-2      C-B-5                                        B
  2004-3      1-A-1, 2-A-1, X                              AAA
  2004-3      C-M                                          AA+
  2004-3      C-B-1                                        AA
  2004-3      C-B-2                                        A
  2004-3      C-B-3                                        BBB
  2004-3      C-B-4                                        BB
  2004-3      C-B-5                                        B
  2004-4      1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1-1, 5-A-1-2 AAA
  2004-4      5-A-2, 5-A-3, 5-A-4, 5-A-5-1, 5-A-5-2        AAA
  2004-4      C-B-1, C-B-1X, 5-M-1                         AA
  2004-4      C-B-2, 5-M-2                                 A
  2004-4      5-M-3                                        BBB+
  2004-4      C-B-3                                        BBB
  2004-4      5-M-4                                        BBB-
  2004-4      C-B-4                                        BB
  2004-4      C-B-5                                        B
  2004-5      1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1     AAA
  2004-5      7-A-1-1, 7-A-1-2, 7-A-2                      AAA
  2004-5      C-B-1                                        AA+
  2004-5      C-B-2, 7-M-1                                 AA
  2004-5      C-B-3, 7-M-2                                 A
  2004-5      C-B-4, 7-M-3                                 BBB+
  2004-5      7-M-4                                        BBB-
  2004-5      C-B-5                                        BB
  2004-5      C-B-6                                        B
  2005-1      1-A-1, 2-A-1, 2-A-2-1, 2-A-2-2, 3-A-1        AAA
  2005-1      4-A-1, 5-A-1-1, 5-A-1-2, 5-A-2               AAA
  2005-1      C-B-1                                        AA+
  2005-1      5-M-1                                        AA
  2005-1      C-B-2                                        AA-
  2005-1      C-B-3                                        A+
  2005-1      5-M-2                                        A
  2005-1      C-B-4                                        A-
  2005-1      5-M-3, C-B-5                                 BBB+
  2005-1      C-B-6                                        BBB-
  2005-1      C-B-7                                        BB
  2005-1      C-B-8                                        B
  2005-2      1-A-1, 1-A-X, 1-A-2, 2-A-1, 3-A-1, 4-A-1     AAA
  2005-2      5-A-1, 5-A-2, 5-A-3, 6-A-1-1, 6-A-1-2        AAA
  2005-2      6-A-2, 6-M-1                                 AAA
  2005-2      C-B-1, 6-M-2                                 AA
  2005-2      C-B-2, 6-M-3                                 A
  2005-2      6-M-4                                        BBB+
  2005-2      C-B-3                                        BBB
  2005-2      C-B-4                                        BB
  2005-2      C-B-5                                        B
  2005-3      1-A-1, 1-A-2, 2-A-1, 3-A-1, 4-A-1            AAA
  2005-3      5-A-1, 6-A-1, 7-A-1, 8-A-1-1, 8-A-1-2        AAA
  2005-3      8-A-2, 8-A-3-1, 8-A-3-2, 8-A-4               AAA
  2005-3      C-B-1                                        AA+
  2005-3      8-M-1                                        AA
  2005-3      C-B-2                                        AA-
  2005-3      C-B-3                                        A+
  2005-3      C-B-4, 8-M-2                                 A
  2005-3      C-B-5, 8-M-3                                 BBB+
  2005-3      C-B-6, 8-M-4                                 BBB-
  2005-3      C-B-7                                        BB
  2005-3      C-B-8                                        B
  2005-4      1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1     AAA
  2005-4      6-A-2-1, 6-A-2-2, 7-A-1-1, 7-A-1-2, 7-A-2    AAA
  2005-4      7-A-3-1, 7-A-3-2, 7-A-4                      AAA
  2005-4      C-B-1                                        AA+
  2005-4      7-M-1                                        AA
  2005-4      C-B-2, 7-M-2                                 A
  2005-4      C-B-3, 7-M-3                                 BBB+
  2005-4      C-B-4, 7-M-4                                 BBB-
  2005-4      C-B-5                                        BB
  2005-4      C-B-6                                        B
  2005-5      1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-X     AAA
  2005-5      3-A-2-1, 3-A-2-2, 3-A-3, 4-A-1, 5-A-1        AAA
  2005-5      5-A-2-1, 5-A-2-2, 6-A-1-1, 6-A-2-1, 6-A-2-2  AAA
  2005-5      C-B-1, 6-M-1                                 AA
  2005-5      C-B-2, 6-M-2                                 A
  2005-5      C-B-3, 6-M-3                                 BBB+
  2005-5      C-B-4, 6-M-4                                 BBB-
  2005-5      C-B-5                                        BB
  2005-5      C-B-6                                        B
  2005-6A     1-A-1, 1-A-2-1, 1-A-2-2, 1-A-3-1             AAA
  2005-6A     1-A-3-2, 1-X, 2-A-1, 2-A-2, 2-X              AAA
  2005-6A     1-B-1, 2-B-1                                 AA
  2005-6A     2-B-2                                        A+
  2005-6A     1-B-2                                        A
  2005-6A     2-B-3                                        BBB
  2005-6A     1-B-3                                        BBB-
  2005-6A     1-B-4, 2-B-4                                 BB
  2005-6A     1-B-5                                        B
  2005-7      1-A-1, 1-A-2, 2-A-1, 2-A-2-1, 2-A-2-2, 2-A-X AAA
  2005-7      3-A-1, 3-A-2, 4-A-1, 4-A-2, 5-A-1, 6-A-1     AAA
  2005-7      7-A-1-1, 7-A-1-2, 7-A-2-1, 7-A-2-2           AAA
  2005-7      C-B-1, 7-M-1                                 AA
  2005-7      C-B-2, 7-M-2                                 A
  2005-7      C-B-3, 7-M-3                                 BBB+
  2005-7      C-B-4                                        BBB
  2005-7      C-B-5, 7-M-4                                 BBB-
  2005-7      C-B-6                                        BB
  2005-7      C-B-7                                        B
  2005-8      1-A-1, 1-A-2, 2-A-1, 2-A-2-1, 2-A-2-2, 3-A-1 AAA
  2005-8      3-A-2-1, 3-A-2-2, 4-A-1-1, 4-A-1-2, 4-A-2-1  AAA
  2005-8      4-A-2-2, 5-A-1, 6-A-1, 7-A-1-1, 7-A-1-2      AAA
  2005-8      7-A-2, 7-A-3-1, 7-A-3-2, 7-A-4               AAA
  2005-8      C-B-1                                        AA+
  2005-8      7-M-1                                        AA
  2005-8      C-B-2                                        AA-
  2005-8      C-B-3                                        A+
  2005-8      C-B-4, 7-M-2                                 A
  2005-8      C-B-5                                        A-
  2005-8      C-B-6, 7-M-3                                 BBB
  2005-8      C-B-7                                        BBB-
  2005-8      C-B-8                                        BB
  2005-8      C-B-9                                        B
  2005-9      1-A-2, 1-A-3, 1-A-4, 1-A-X, 1-A-5, 2-A-1     AAA
  2005-9      2-A-2, 3-A-1, 3-A-2, 3-A-X, 4-A-1, 4-A-2     AAA
  2005-9      5-A-1, 5-A-2-1, 5-A-2-2, 5-A-3               AAA
  2005-9      C-B-1, 5-M-1                                 AA
  2005-9      C-B-2, 5-M-2                                 A
  2005-9      C-B-3                                        BBB+
  2005-9      5-M-3                                        BBB
  2005-9      C-B-4, 5-M-4                                 BBB-
  2005-9      5-M-5                                        BB+
  2005-9      C-B-5                                        BB
  2005-9      C-B-6                                        B
  2005-10     1-A-1, 1-A-2-1, 1-A-2-2, 2-A-1, 3-A-1-1      AAA
  2005-10     3-A-1-2, 3-A-2, 3-A-3-1, 3-A-3-2, 4-A-1,
              4-A-2                                        AAA
  2005-10     5-A-1, 5-A-2, 6-A-1, 6-A-2-1, 6-A-2-2, 6-X   AAA
  2005-10     C-B-1, 5-M-1, 6-B-1                          AA
  2005-10     C-B-2, 5-M-2, 6-B-2                          A
  2005-10     C-B-3, 5-M-3, 6-B-3                          BBB
  2005-10     5-M-4                                        BBB-
  2005-10     5-M-5                                        BB+
  2005-10     C-B-4                                        BB
  2005-10     C-B-5, 6-B-5                                 B
  2006-2A     2-A-1-1, 2-A-1-2                             AAA


ADVANCED MICRO: S&P Affirms Corporate Credit Rating at B
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B/Negative/--'
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, Standard & Poor's lowered
the rating on the company's 7.75% senior notes due 2012 to 'B-'
from 'BB-', which is now rated the same as the company's other
senior unsecured notes, reflecting release of the collateral
securing the issue.

"The ratings on AMD reflect subpar execution of the company's
business plans, highly aggressive market conditions, and ongoing
substantially negative free cash flows, only partly offset by
plans to monetize assets and supported by the company's currently
adequate operating liquidity," said Standard & Poor's credit
analyst Bruce Hyman.  AMD is the second-largest supplier of
microprocessors and is a major supplier of other chips for
personal computers and consumer electronics.

Following competitor Intel Corp.'s (A+/Stable/A-1+) product line
refresh in mid-2006, AMD's earlier technology lead and its
profitability dwindled, while the partly cash-funded acquisition
of ATI Technologies Inc. also reduced AMD's financial flexibility
to deal with marketplace challenges.  EBITDA was negative
$200 million in the combined March and June 2007 quarters.  The
company generated about $600 million negative free cash flows in
the June quarter, and over $2 billion negative free cash flows in
the past four quarters.  The company has financed its recent
operating losses and capital expenditures with a $2.2 billion note
sale in April 2007, and intends to monetize $1 billion in assets
in the near term. Cash balances stood at $1.6 billion on June 30,
2007.

Debt was $5.8 billion at June 30, 2007, or about 17x trailing 12
months' EBITDA, and leverage will rise very substantially in
September.  The company believes new products and ongoing
manufacturing advances later this year would benefit operating
profitability by the seasonally strong December quarter.  Still,
S&P do not expect leverage metrics to be representative of the
current ratings until the latter part of 2008.


ALLETE INC: Douglas Neve Joins Board of Directors
-------------------------------------------------
Douglas C. Neve, former chief financial officer of Minneapolis-
based Ceridian Corporation, has joined the ALLETE Inc.'s board of
directors.

Mr. Neve, 51, of Eden Prairie, Minn. was elected by ALLETE's board
on July 18.  As a former public company CFO and audit partner with
two international accounting firms, Mr. Neve has an extensive
background in finance and accounting.

From February 2005 until March 2007, Mr. Neve was executive vice
president and CFO of Ceridian, a multinational human resources
company.  At Ceridian, Neve was responsible for all areas of
finance for this New York Stock Exchange-listed company, which had
revenue of more than $1.5 billion in 2006 and has a current market
capitalization in excess of $5 billion.

Prior to joining Ceridian, Mr. Neve was a partner at Deloitte &
Touche, where he led the Minneapolis enterprise risk services
practice and served several public companies, assisting many in
applying the rules mandated by the Sarbanes-Oxley Act.  Before
moving to Deloitte & Touche, Mr. Neve was an audit partner at
Arthur Andersen in Chicago and Minneapolis, serving as a regional
audit leader.

He is on the audit committee of Luther College and is a board
member for Tyndale House Publishers.  Neve has served on the
boards of the Special Olympics of Minnesota and International
Students Inc., and is a former director and audit committee
chairman of Golf Galaxy.

"We are pleased to welcome Doug to the ALLETE board," said ALLETE
chairman, president and CEO Don Shippar.  "His wide-ranging
experience in accounting and finance within large organizations
will be an asset to our company."

Mr. Neve holds a Bachelor of Arts degree in Accounting and
Economics from Luther College and is a member of the American
Institute of Certified Public Accountants.

                        About ALLETE Inc.

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.



AMERICAN AIRLINES: Applies for Antitrust Immunity at DOT
--------------------------------------------------------
American Airlines Inc. and four of its oneworld(R) Alliance
partners filed with the United States Department of
Transportation for antitrust immunity effective March 30,
2008.

The other oneworld airlines that jointly filed the DOT
application are: Iberia, Finnair, Malev Hungarian Airlines, and
Royal Jordanian Airlines.

The application seeks to allow the five airlines to cooperate
in a wide variety of operational areas that will provide a more
seamless travel experience for customers.  Those areas include:
codesharing, frequent flyer programs, route and schedule planning,
advertising and marketing, pricing and yield management, revenue
allocation, ground handling, cargo services, information
technologies and distribution systems, and several other areas.

"Our proposal will significantly improve customer choice and
convenience, produce important operating efficiencies that
provide greater value to passengers and shippers, and increase
competition with other alliances in thousands of origin and
destination markets," said Henry Joyner, American's Senior Vice
President - Planning.  "We believe that an alliance with antitrust
immunity is of vital strategic importance and will help us remain
competitive with other transatlantic alliances that already have
such immunity."

Joyner emphasized that the combined market shares of American and
the other joint applicants are comparable or well below the
transatlantic market shares of immunized members of the competing
Star and SkyTeam alliances.

Each of the joint applicants will retain its own separate and
independent corporate and national identity under the proposed
application.

Headquartered in Forth Worth, Texas, American Airlines Inc. --
http://www.aa.com/--  principal operating subsidiary of AMR
Corporation (NYSE: AMR), is a worldwide scheduled passenger
airline serving 250 cities in over 40 countries with more
than 4,000 daily flights.

                        *     *     *

American Airlines Inc. carries to date Moody's Investors Service's
"Ba3" Senior Secured Debt rating, Standard & Poor's Ratings
Services "B" long-term foreign and local issuer credit ratings,
and Fitch's "B-" long-term issuer default rating.


AMERICAN AIRLINES: Vice President Roger Frizzell Joins BDA Board
----------------------------------------------------------------
Business for Diplomatic Action has unanimously elected to its
board American Airlines Vice President for Communications &
Advertising Roger Frizzell.

BDA is a nonpartisan, not-for-profit organization whose mission is
to enlist the U.S. business community in actions to improve the
standing and reputation of America in the world.  Business for
Diplomatic Action is leading the private sector effort to provide
constructive business solutions for public diplomacy programs and
initiatives.

"We enthusiastically welcome Roger and American Airlines to our
board," said Keith Reinhard, President of BDA and Chairman
Emeritus of DDB Worldwide.  "As the largest passenger airline in
the world, serving 250 cities in over 40 countries with more than
4,000 daily flights around the globe, we commend American Airlines
for taking a leadership position in the industry to help us build
new bridges of respect and understanding for America with the
world."

"Our business is built on customer service and strategic global
relationships, and with over 98 million passengers flying on
American last year, we operate as a major global gateway for the
United States, transporting thousands of international visitors to
and from America each and every day," said Mr. Frizzell.  "I look
forward to working with Business for Diplomatic Action to find
additional ways American can engage in actions to improve
America's standing in the world."

Senior marketing, communications and public relations executive
with over two decades of experience directing and managing global
and brand communications for a variety of industries, Mr. Frizzell
has served in his current role since September 2003, overseeing
the airline's corporate communications, advertising and publishing
functions.

Headquartered in Forth Worth, Texas, American Airlines Inc. --
http://www.aa.com/--  principal operating subsidiary of AMR
Corporation (NYSE: AMR), is a worldwide scheduled passenger
airline serving 250 cities in over 40 countries with more
than 4,000 daily flights.

                        *     *     *

American Airlines Inc. carries to date Moody's Investors Service's
"Ba3" Senior Secured Debt rating, Standard & Poor's Ratings
Services "B" long-term foreign and local issuer credit ratings,
and Fitch's "B-" long-term issuer default rating.


AMERICAN COLOR: S&P Cuts Corporate Credit Rating to CC from CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for Vertis Inc. to 'CC' from 'B-'.  This and other ratings
on Vertis remain on CreditWatch with negative implications, where
they were placed April 4, 2007.

In addition, S&P lowered the corporate credit rating on American
Color Graphics Inc. to 'CC' from 'CCC'.  This and other ratings
for ACG were also placed on CreditWatch with negative
implications.

The rating downgrades and CreditWatch listings reflect the
companies' announcement that they have signed a letter of intent
to merge, the completion of which is subject to the repayment in
full of the parties' senior secured credit facilities and the
successful exchange of their outstanding notes, or another
mutually satisfactory arrangement.

If the merger is consummated, S&P expect that both companies could
selectively default on their lower priority notes issues through a
distressed exchange offer that would not represent full and timely
payment.  As a result, S&P lowered its rating on ACG's $280
million senior secured second-priority notes to 'C' from 'CCC-'
and placed them on CreditWatch with negative implications.  Vertis
Inc.'s $293 million in subordinated notes are not rated, although
these are the notes in Vertis' capital structure that S&P believe
would be most at risk for a distressed exchange at this moment.
Conversely, S&P are less certain of the likelihood of a distressed
exchange for Vertis' $350 million senior secured second-lien notes
and $350 million senior unsecured notes; accordingly, ratings for
each remain at 'CCC', on CreditWatch with negative implications.

"If the merger is consummated and one or more exchange offers at
each respective company are completed at terms that represent less
than full and timely payment, the corporate credit ratings for
Vertis and ACG would be lowered to 'SD' for selective default,"
explained Standard & Poor's credit analyst Guido DeAscanis.
"Ratings on issues that receive less than full and timely payment
in an exchange offer would be lowered to 'D'.  Following the
completion of the potential merger and restructuring of the
company, S&P may have the opportunity to positively reassess the
combined entity's credit profile.  In the event the merger and
exchange offers are not consummated, S&P would reassess the credit
profiles of each respective issuer."


AMPHENOL CORP: Moody's Reviews Ba1 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed the Ba1 Corporate Family rating
of Amphenol Corporation under review for possible upgrade
following the continued strong financial performance of the
company, which has been characterized by steadily decreasing
financial leverage, extremely strong cash flow generation
capabilities and solid interest coverage.

The review will focus primarily on management's growth plans and
the company's financial policy with respect to these plans.
Another key consideration in this process is the potential for
structural subordination of U.S.-based debt if a material amount
of debt is issued by a non-US subsidiary.  In addition, the
potential impact of recent management changes will be considered.
Finally, the company's ability to preserve the strength of its
balance sheet and the robustness of its cash flow while growing
the size and breadth of its operations both organically as well as
through acquisitions is crucial to the upgrade.

Amphenol Corporation is one of the world's largest designers,
manufacturers and marketers of electrical, electronic and fiber
optic connectors, interconnect systems and coaxial and flat-ribbon
cable.  End markets for the company's products include information
technology, military and commercial aerospace, industrial,
automotive, wireless handsets and networks as well as broadband
networks.  For the twelve months ended March 31, 2007, the company
reported revenues of $2.6 billion.


ARCAP 2003-1: S&P Lifts Ratings on Nine Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of collateralized debt obligation certificates from ARCap
2003-1 Resecuritization Trust.  Concurrently, S&P affirmed its
'AAA' rating on class A from the same series.

The upgrades primarily reflect the positive credit migration of
the underlying CMBS collateral.  The affirmation reflects credit
support levels that adequately support the current rating.

As of the June 20, 2007, remittance report, the collateral pool
consisted of 64 classes of subordinated fixed-rate CMBS pass-
through certificates with an aggregate principal balance of $414.4
million, the same as at issuance.  The collateral pool represents
13 distinct CMBS transactions issued between 1999 and 2003.
Forty-five percent of the collateral balance is concentrated in
five underlying transactions:

     -- Bank of America N.A. - First Union National Bank's series
        2001-C3 (10%);

     -- GE Capital Commercial Mortgage Corp.'s series 2001-1
        (9%);

     -- Banc of America Commercial Mortgage Inc.'s series 2001-
        PB1 (9%);

     -- Credit Suisse First Boston Mortgage Securities Corp.'s
        series 2003-C3 (9%); and

     -- J.P. Morgan Chase Commercial Mortgage Securities Corp.'s
        series 2002-CIBC5 (8%).

The 13 CMBS transactions are collateralized by 1,787 loans with an
outstanding principal balance of $12.9 billion, down from 1,922
loans with an aggregate principal balance of $14.6 billion at
issuance.  The certificates with public ratings from Standard &
Poor's (69% of the current trust balance) and those with credit
estimates (31% of the current trust balance) in the collateral
pool exhibit credit characteristics consistent with a 'BB' rated
obligation, consistent with the credit characteristics at
issuance.  Although none of the collateral had investment-grade
ratings or received credit estimates commensurate with an
investment-grade obligation at issuance, 7% of the certificates
currently have investment-grade ratings or have received credit
estimates commensurate with investment-grade obligations.

Because the collateral for the CDO certificates consists of CMBS
pass-through certificates rather than mortgage loans, there is no
direct relationship between real estate losses in the loan pools
and losses realized by the ARCap 2003-1 Resecuritization Trust
transaction.  Losses associated with the mortgage loans are first
realized by the CMBS trusts that issued the pass-through
certificates secured by the mortgage loans.  The losses on the
pass-through certificate balances are then allocated first to the
unrated "L" class of the CDO certificates from ARCap 2003-1
Resecuritization Trust.  Standard & Poor's analysis included
projecting losses on the underlying collateral and evaluating the
impact of those losses on the transaction's capital structure.
The resultant levels adequately support the raised and affirmed
ratings.


                          Ratings Raised

               ARCap 2003-1 Resecuritization Trust
           Collateralized debt obligation certificates
                          series 2003-1

                                   Rating
                                   ------
                      Class    To       From
                      -----    --       ----
                      B        AAA      AA
                      C        AA+      A
                      D        AA       A-
                      E        AA-      BBB+
                      F        A+       BBB
                      G        A        BBB
                      H        BBB+     BBB-
                      J        BBB-     BB
                      K        BB+      B


                        Rating Affirmed

             ARCap 2003-1 Resecuritization Trust
         Collateralized debt obligation certificates
                         series 2003-1

                       Class     Rating
                       -----     ------
                       A         AAA


ARCAP 2004-1: S&P Lifts Rating on Class J Certs. to BB+ from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of collateralized debt obligation certificates from ARCap
2004-1 Resecuritization Trust.  Concurrently, S&P affirmed its
ratings on two other classes from the same series.

The upgrades primarily reflect the positive credit migration of
the underlying CMBS collateral.  The affirmations reflect credit
support levels that adequately support the current ratings.

As of the June 21, 2007, remittance report, the collateral pool
consisted of 66 classes of subordinated fixed-rate CMBS pass-
through certificates with an aggregate principal balance of $340.9
million, the same as at issuance.  The collateral pool includes 17
distinct CMBS transactions issued between 1999 and 2004.  Forty-
six percent of the collateral balance is concentrated in five
underlying transactions:

    -- Credit Suisse First Boston Mortgage Securities Corp.'s
       series 2001-CK3 (11%);

    -- JP Morgan Chase Commercial Mortgage Securities Corp.'s
       series 2003-LN1 (10%);

    -- First Union - Chase Manhattan Commercial Mortgage Trust's
       series 1999-C2 (9%);

    -- JP Morgan Chase Commercial Mortgage Securities Corp.'s
       series 2001-CIBC3 (9%); and

    -- Morgan Stanley Capital I Trust's series 2003-TOP11 (7%).

The 17 CMBS transactions are collateralized by 2,477 loans with an
outstanding principal balance of $16.9 billion, down from 2,585
loans with an aggregate principal balance of $18.9 billion at
issuance.  The certificates with public ratings from Standard &
Poor's (48% of the current trust balance) and those with credit
estimates (52% of the current trust balance) in the collateral
pool exhibit credit characteristics consistent with a 'BB' rated
obligation, consistent with the credit characteristics at
issuance.  Although none of the collateral had investment-grade
ratings or received credit estimates commensurate with an
investment-grade obligation at issuance, 7% of the certificates
currently have received credit estimates commensurate with
investment-grade obligations.  However, 11% of the certificates
have ratings or have received credit estimates commensurate with a
'CCC' rated obligation, up from 3% at issuance.

Because the collateral for the CDO certificates consists of CMBS
pass-through certificates rather than mortgage loans, there is no
direct relationship between real estate losses in the loan pools
and losses realized by the ARCap 2004-1 Resecuritization Trust
transaction.  Losses associated with the mortgage loans are first
realized by the CMBS trusts that issued the pass-through
certificates secured by the mortgage loans.  The losses on the
pass-through certificates balances are then allocated first to the
unrated "L" class of the CDO certificates from ARCap 2004-1
Resecuritization Trust.  Standard & Poor's analysis included
projecting losses on the underlying collateral and evaluating the
impact of those losses on the transaction's capital structure.
The resultant levels adequately support the raised and affirmed
ratings.


                           Ratings Raised

          ARCap 2004-1 Resecuritization TrustCollateralized
              debt obligation certificates series 2004-1

                                      Rating
                                      ------
                          Class    To       From
                          -----    --       ----
                          B        AA+      AA
                          C        A+       A
                          D        A        A-
                          E        A-       BBB+
                          F        BBB+     BBB
                          G        BBB+     BBB
                          H        BBB      BBB-
                          J        BB+      BB

                         Ratings Affirmed

         ARCap 2004-1 Resecuritization TrustCollateralized
             debt obligation certificates series 2004-1

                         Class     Rating
                         -----     ------
                         A         AAA
                         K         B


ASSET BACKED: S&P Affirms Ratings on 178 Classes
------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on one
class from Asset Backed Securities Corp. Home Equity Loan Trust's
series 2002-HE1 and on two classes from series 2003-HE5, one of
which was also removed from CreditWatch.  In addition, S&P placed
the ratings on four other classes from series 2002-HE1, 2003-HE4,
2004-HE3, and 2004-HE9 on CreditWatch with negative implications.
Further, S&P affirmed the ratings on 178 classes from 24
transactions from the same issuer.

The downgrades reflect the fact that realized losses have exceeded
net excess interest during the past six remittance periods and
have eroded available credit support.  Over this time period,
average monthly realized losses have outpaced excess interest by
$220,773 for series 2002-HE1 and $197,003 for series 2003-HE5.
Severely delinquent loans (90-plus-days, foreclosures, and REOs)
were 14.69% for series 2002-HE1 and 9.50% for series 2003-HE5.,
and total delinquencies were 22.07% for series 2002-HE1 and 23.56%
for series 2003-HE5.  Of the current pool balances, cumulative
losses were 2.74% for series 2002-HE1 and 1.41% for series 2003-
HE5.

The CreditWatch placements reflect the reduced projected credit
support due to increasing delinquencies and adverse collateral
performance.  Projected credit support is the actual credit
support minus the projected losses on current delinquencies.
Total delinquencies for the deals with ratings on CreditWatch
range from 16.58% to 22.07% of the current pool balances.
Standard & Poor's will closely monitor the performance of these
classes.  If the collateral performance improves, allowing
overcollateralization to build and provide sufficient credit
support, S&P will affirm the ratings and remove them from
CreditWatch.  Conversely, if delinquencies translate into losses,
eroding credit support, S&P will take further negative rating
actions on these classes.

S&P removed the rating on class B from series 2002-HE1 from
CreditWatch negative because it was lowered to 'CCC'.  According
to Standard & Poor's surveillance practices, ratings lower than
'B-' on classes of certificates or notes from RMBS transactions
are not eligible to be on CreditWatch negative.

The affirmed ratings reflect sufficient actual and projected
credit support for the current ratings.  Total delinquencies for
the classes with affirmed ratings range from 12.5% to 31.19% of
the current pool balances.  Cumulative realized losses range from
0.28% to 3.04% of the original pool balances.

Credit support for all of the transactions is provided by
subordination, overcollateralization, and excess spread.  Series
1999-LB1 is insured by MBIA Insurance Corp.  The underlying
collateral for these transactions consists of pools of closed-end,
fixed- and adjustable-rate first-lien mortgage loans with original
terms to maturity of no more than 30 years.


         Rating Lowered and Placed on Creditwatch Negetive

        Asset Backed Securities Corp. Home Equity Loan Trust

                                              Rating
                                              ------
          Series        Class          To              From
          ------        -----          --              -----
          2003-HE5      M5             B/Watch Neg     BBB-

        Rating Lowered and Removed from Creditwatch Negative

        Asset Backed Securities Corp. Home Equity Loan Trust

                                           Rating
                                           ------
         Series        Class          To           From
         ------        -----          --           ----
         2002-HE1      B              CCC          BB/Watch Neg

                            Rating Lowered

          Asset Backed Securities Corp. Home Equity Loan Trust

                                              Rating
                                              ------
           Series        Class          To              From
           ------        -----          --              -----
           2003-HE5      M4             BB              BBB

                 Ratings Placed on Creditwatch Negative

         Asset Backed Securities Corp. Home Equity Loan Trust

                                              Rating
                                              ------
          Series        Class           To               From
          ------        -----           --               ----
          2002-HE1      M2              A/Watch Neg      A
          2003-HE4      M5-A            BBB-/Watch Neg   BBB-
          2004-HE3      M7              BB+/Watch Neg    BB+
          2004-HE9      M7              BB+/Watch Neg    BB+


                           Ratings Affirmed

         Asset Backed Securities Corp. Home Equity Loan Trust

              Series        Class               Rating
              ------        -----               ------
              1999-LB       A-1F, A-2F          AAA
              1999-LB       A-5A, A-3A          AAA
              2001-HE2      A1, A2              AAA
              2001-HE2      M1                  AAA
              2001-HE2      M2                  A
              2001-HE2      B                   BBB
              2001-HE3      A1                  AAA
              2001-HE3      M1                  AA
              2001-HE3      M2                  A
              2001-HE3      B                   BBB
              2002-HE1      M1                  AA
              2003-HE4      M1                  AA
              2003-HE4      M2                  A
              2003-HE4      M3                  A-
              2003-HE4      M4                  BBB
              2003-HE5      M1                  AA
              2003-HE5      M2                  A
              2003-HE5      M3                  A-
              2003-HE6      A1, A2, A3-B        AAA
              2003-HE6      M1                  AA
              2003-HE6      M2                  A
              2003-HE6      M3                  A-
              2003-HE6      M4                  BBB+
              2003-HE6      M5                  BBB
              2003-HE6      M6                  BBB-
              2003-HE7      A1, A2, A3          AAA
              2003-HE7      M1                  AA
              2003-HE7      M2                  A
              2003-HE7      M3                  A-
              2003-HE7      M4                  BBB+
              2003-HE7      M5                  BBB
              2003-HE7      M6                  BBB-
              2004-HE1      M1                  AA
              2004-HE1      M2                  A
              2004-HE1      M3                  A-
              2004-HE1      M4                  BBB+
              2004-HE1      M5                  BBB
              2004-HE1      M6                  BBB-
              2004-HE2      A1, A2, A3, A2A     AAA
              2004-HE2      M1                  AA
              2004-HE2      M2                  A
              2004-HE2      M3                  A-
              2004-HE2      M4                  BBB+
              2004-HE2      M5B, M5A            BBB
              2004-HE2      M6                  BBB-
              2004-HE3      A1, A1A, A2,        AAA
              2004-HE3      A3A, A2A            AAA
              2004-HE3      M1                  AA
              2004-HE3      M2                  A
              2004-HE3      M3                  A-
              2004-HE3      M4                  BBB+
              2004-HE3      M5                  BBB
              2004-HE3      M6                  BBB-
              2004-HE5      A1, A1A, A3, A4     AAA
              2004-HE5      M1                  AA
              2004-HE5      M2                  A
              2004-HE5      M3                  A-
              2004-HE5      M4                  BBB+
              2004-HE5      M5                  BBB
              2004-HE5      M6                  BBB-
              2004-HE5      M7                  BB+
              2004-HE6      A1, A2              AAA
              2004-HE6      M1                  AA
              2004-HE6      M2                  A
              2004-HE6      M3                  A-
              2004-HE6      M4                  BBB+
              2004-HE6      M5                  BBB
              2004-HE6      M6, M7              BBB-
              2004-HE7      A1, A4, A2          AAA
              2004-HE7      M1                  AA
              2004-HE7      M2                  A+
              2004-HE7      M3                  A
              2004-HE7      M4                  A-
              2004-HE7      M5                  BBB+
              2004-HE7      M6, M7              BBB
              2004-HE7      M8                  BBB-
              2004-HE7      M9                  BB+
              2004-HE8      A1, A2              AAA
              2004-HE8      M1                  AA+
              2004-HE8      M2                  A
              2004-HE8      M3                  A-
              2004-HE8      M4                  BBB+
              2004-HE8      M5                  BBB
              2004-HE8      M6                  BBB-
              2004-HE8      M7                  BB+
              2004-HE9      A1, A2, A3, A4      AAA
              2004-HE9      M1                  AA
              2004-HE9      M2                  A
              2004-HE9      M3                  A-
              2004-HE9      M4                  BBB+
              2004-HE9      M5                  BBB
              2004-HE9      M6                  BBB-
              2004-HE10     A2, A3              AAA
              2004-HE10     M1                  AA+
              2004-HE10     M2                  AA
              2004-HE10     M3                  A
              2004-HE10     M4                  BBB+
              2004-HE10     M5                  BBB
              2004-HE10     M6                  BBB-
              2004-HE10     M7                  BB+
              2005-HE1      A1, A2, A3, A5,     AAA
              2005-HE1      A6                  AAA
              2005-HE1      M1                  AA+
              2005-HE1      M2                  AA
              2005-HE1      M3                  AA-
              2005-HE1      M4                  A+
              2005-HE1      M5                  A
              2005-HE1      M6                  A-
              2005-HE1      M7                  BBB+
              2005-HE1      M8                  BBB
              2005-HE1      M9, M10             BBB-
              2005-HE1      M11                 BB+
              2005-HE2      A2, A3              AAA
              2005-HE2      M1                  AA
              2005-HE2      M2                  AA-
              2005-HE2      M3                  A
              2005-HE2      M4                  A-
              2005-HE2      M5                  BBB+
              2005-HE2      M6                  BBB
              2005-HE2      M7                  BBB-
              2005-HE2      M8                  BB+
              2005-HE3      A1, A2A, A2B, A4,   AAA
              2005-HE3      A5                  AAA
              2005-HE3      M1                  AA+
              2005-HE3      M2                  AA
              2005-HE3      M3                  AA-
              2005-HE3      M4                  A+
              2005-HE3      M5                  A
              2005-HE3      M6                  A-
              2005-HE3      M7                  BBB+
              2005-HE3      M8                  BBB
              2005-HE3      M9                  BBB-
              2005-HE3      M10                 BB+
              2005-HE3      M11                 BB
              2005-HE4      A1, A2A, A2B, A2    AAA
              2005-HE4      M1                  AA+
              2005-HE4      M2                  AA
              2005-HE4      M3                  AA-
              2005-HE4      M4                  A+
              2005-HE4      M5                  A
              2005-HE4      M6                  A-
              2005-HE4      M7                  BBB+
              2005-HE4      M8                  BBB
              2005-HE4      M9                  BBB-
              2005-HE4      M10                 BB+
              2005-HE4      M11, M12            BB
              2005-HE5      A1, A1A, A2, A2A    AAA
              2005-HE5      M1                  AA+
              2005-HE5      M2, M3              AA
              2005-HE5      M4                  AA-
              2005-HE5      M5                  A+
              2005-HE5      M6                  A
              2005-HE5      M7                  A-
              2005-HE5      M8                  BBB+
              2005-HE5      M9                  BBB
              2005-HE5      M10                 BBB-
              2005-HE5      M11                 BB+
              2005-HE5      M12                 BB
              2005-HE6      A1, A1A, A2A,       AAA
              2005-HE6      A2B, A2C, A2D       AAA
              2005-HE6      M1                  AA+
              2005-HE6      M2                  AA
              2005-HE6      M3                  AA-
              2005-HE6      M4                  A+
              2005-HE6      M5                  A
              2005-HE6      M6                  A-
              2005-HE6      M7                  BBB+
              2005-HE6      M8                  BBB
              2005-HE6      M9                  BBB-
              2005-HE6      M10                 BB+
              2005-HE6      M11                 BB
              2005-HE7      A2, A3              AAA
              2005-HE7      M1                  AA+
              2005-HE7      M2                  AA
              2005-HE7      M3                  A
              2005-HE7      M4                  BBB+
              2005-HE7      M5                  BBB
              2005-HE7      M6                  BBB-
              2005-HE7      M7                  BB+
              2005-HE7      M8, M9              BB


ASTRATA GROUP: May 31 Balance Sheet Upside-down by $9.9 Million
---------------------------------------------------------------
Astrata Group Inc.'s consolidated balance sheet at May 31, 2007,
showed $6.9 million in total assets, $16.8 million in total
liabilities, $40,114 in minority interest, resulting in a
$9.9 million total stockholders' deficit.

At May 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $5.6 million in total current
assets available to pay $16.8 million in total current
liabilities.

The company reported a net loss of $4.1 million on net sales of
$1.0 million for the first quarter ended May 31, 2007, compared
with a net loss of $2.8 million on net sales of $426,338 for the
same period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2007, are available for
free at http://researcharchives.com/t/s?21c8

                       Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson LLP, inf Newport
Beach, Calif., expressed substantial doubt about Astrata Group
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Feb. 28, 2007.
The auditing firm noted that the company had negative working
capital at Feb. 28, 2007, and incurred net loss and negative
operating cash flow for the year ended Feb. 28, 2007.

                       About Astrata Group

Headquartered in Costa Mesa, Calif., Astrata Group Inc. (OTC BB:
ATTG.OB) -- http://www.astratagroup.com/-- is engaged in the
telematics and  Global Positioning System industry, focused on
advanced location-based IT products and services that combine
positioning, wireless communications, and information
technologies.  The company provides advanced positioning products,
as well as monitoring and airtime services to industrial,
commercial, governmental entities, academic/research institutions,
and professional customers in a number of markets including
surveying, utility, construction, homeland security, military,
intelligence, mining, agriculture, marine, public safety, and
transportation.


AVAYA INC: Earns $55 Million in Third Quarter Ended June 30
-----------------------------------------------------------
Avaya Inc. reported net income of $55 million for the third fiscal
quarter of 2007.  In the third fiscal quarter of 2006, the company
reported net income of $44 million.

Avaya's third fiscal quarter 2007 revenues decreased 1.6% to
$1.3 billion, over revenue for the same period last year.  Sales
of products declined 1.6%, rental and managed services revenues
declined 7.1%, and services revenues were flat.  Foreign exchange
benefited revenues by approximately $30 million, primarily in
Europe.  U.S. revenues declined 8%.  EMEA revenues were relatively
flat, with growth outside of Germany offset by declines within
Germany.  Asia Pacific revenues grew by 33%.  Revenues in the
Americas, non-U.S., grew by 11%, driven by performance in Latin
America.

The company's total gross margin was 46.8% for the third fiscal
quarter of 2007 compared to 45.3% in the prior year.

Selling, general and administrative expense and research and
development expense were both lower compared to the prior year,
contributing to the year-over-year income improvement.

The company reported operating income for the third fiscal quarter
of 2007 of $70 million.  In the third fiscal quarter of 2006, the
company reported operating income of $28 million.

Avaya's effective tax rate was 31.3% for the third quarter of
fiscal 2007.

Avaya generated $202 million in operating cash flow during the
third fiscal quarter of 2007 compared to $181 million in the third
fiscal quarter of 2006.  Avaya's cash balance at the end of the
third quarter of fiscal 2007 was $1.1 billion, compared with
$899 million as of Sept. 30, 2006.

                 Fiscal 2007 Year-To-Date Results

For the first nine months of fiscal 2007, the company earned net
income of $183 million, compared to net income of $153 million for
the first nine months of fiscal 2006.  Operating income for the
first nine months of fiscal 2007 was $241 million compared to
$188 million for the first nine months of fiscal 2006.  Revenues
for the first nine months of fiscal 2007 were $3.9 billion,
compared to $3.784 billion last year.  Operating cash flow for the
first nine months of fiscal 2007 was $424 million compared to
$456 million last year.

At June 30, 2007, the company reported total assets of
$5.5 billion, total liabilities of $3.1 billion, and total
stockholders' equity of $2.4 billion.

                           About Avaya

Headquartered in Basking Ridge, New Jersey, Avaya, Inc.
(NYSE:AV) -- http://www.avaya.com/-- designs, builds and
manages communications networks for more than one million
businesses worldwide, including more than 90% of the FORTUNE
500(R).  Avaya is a world leader in secure and reliable Internet
Protocol telephony systems and communications software
applications and services.

                           *     *     *

As reported in the Troubled Company Reporter on June 7, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Basking Ridge, New Jersey-based Avaya Inc. two notches
to 'B+', and placed the rating on CreditWatch with negative
implications.


BANK OF NEVADA: Moody's Rates Bank Financial Strength at C-
-----------------------------------------------------------
Moody's Investors Service assigned first-time ratings of C- for
bank financial strength and Baa1 and Prime-2 for the long- and
short-term deposits of Bank of Nevada, the lead banking subsidiary
of Western Alliance Bancorporation.

In the same rating action, Moody's also assigned a Baa1 issuer
rating and long- and short-term other senior obligation ratings of
Baa1 and Prime-2, respectively.  Moody's also assigned an issuer
rating of Baa2 for Western Alliance Bancorporation.  The rating
outlook is stable.

Moody's said that Bank of Nevada's ratings reflect its good
financial performance which is somewhat offset by its commercial
real estate concentration in local markets.  The bank enjoys
excellent asset quality and strong capital ratios.  The rating
agency added that asset quality ratios tend to be lagging
indicators and that the current low levels also reflect the benign
market which most US banks have been enjoying.

Moody's said that Bank of Nevada's credit concentrations could
lead to greater volatility in asset quality performance relative
to peers.  The commercial real estate focused franchise also leads
to a relative lack of earnings diversity.

According to Moody's, reduced risk concentrations in the loan
portfolio relative to capital or core earnings could drive upward
rating action.  Demonstrated ability to maintain superior asset
quality levels in a less favorable commercial real estate market
could also increase potential for positive rating action.

Conversely, significant decrease in earnings or capital levels,
which are important buffers to absorb unusual credit losses, could
create downward rating pressure.  Missteps in expansion which
adversely affect financial performance would also be viewed
negatively.

Bank of Nevada, headquartered in Las Vegas, Nevada reported total
assets of $2.9 billion at March 31, 2007.  Its parent company,
Western Alliances Bancorporation, reported total assets of
$4.7 billion. Western Alliance also operates Alliance Bank in
Phoenix, Arizona, Torrey Pines Bank in San Diego, California, Alta
Alliance Bank in Oakland, California, and First Independent Bank
of Nevada in Reno.


BAUSCH & LOMB: Declares Quarterly Dividend of $0.13 Per Share
-------------------------------------------------------------
Bausch & Lomb Inc. declared a regular quarterly dividend of $0.13
per share on the common stock of the company.

The dividend is payable Monday, Oct. 1, 2007, to shareholders of
record at the close of the business day on Tuesday, Sept. 4, 2007.

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico.

                            *   *   *

As reported in the Troubled Company Reporter on July 12, 2007,
Standard & Poor's Ratings Services said its 'BB+' corporate credit
and senior secured ratings on Bausch & Lomb Inc. remain on
CreditWatch with negative implications in light of the July 5,
2007 acquisition bid by Advanced Medical Optics Inc.


BAYOU CITY: Posts $482,166 Net Loss in Quarter Ended March 31
-------------------------------------------------------------
Bayou City Exploration Inc. reported a net loss of $482,166 for
the first quarter ended March 31, 2007, compared with a net loss
of $848,414 for the same period ended March 31, 2006.

Operating revenues totaled only $4,110 during the three months
ended March 31, 2007, as compared to $93,140 during the three
months ended March 31, 2006.  The company sold no prospects during
the first quarter of 2007 resulting in zero revenue from prospect
fees or management fees for the three months ended March 31, 2007,
as compared to prospect fees and management fees of $57,000 during
the same period in the prior year.  Revenue from oil and gas sales
decreased by $32,000 due to production declines on existing
producing wells and the abandonment of several wells due to non-
economic production during the fourth quarter of 2006.

The decrease in net loss is a result of no stock based
compensation required to be recognized by the company in 2007 plus
significant decreases in exploration costs and advertising and
marketing costs.

At March 31, 2007, the company's balance sheet showed
$1.06 million in total assets, $1.03 million in total liabilities,
and $27,426 in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $364,025 in total current assets available
to pay $924,541 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?20d6

                       Going Concern Doubt

Mountjoy & Bressler LLP in Louisville, Kentucky, expressed
substantial doubt about Bayou City Exploration Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company has incurred negative
operating results for each of the last six years and revenues have
continued to decline.  Additionally, the company has experienced
negative cash flows from operations and has relied on financing
from private equity transactions to sustain operations in the
past.

                         About Bayou City

Bayou City Exploration Inc. (OTC BB: BYCXE.OB) is engaged in oil
and gas exploration primarily in Texas and Louisiana.  Bayou City
Exploration conducts its activities through partnerships and the
acquisition of direct stakes in oil and gas properties, and in
exploratory and development wells. The company, which has
interests in 109 wells, has proved reserves of more than 34,768
barrels of oil and 1.6 billion cu. ft. of gas.  Chairman Robert
Burr owns 15.3% of Bayou City Exploration; the Blue Ridge Group,
15.4%.


BODISEN BIOTECH: Posts $1.5 Mil. Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Bodisen Biotech Inc. reported a net loss of $1.5 million on net
revenue of $5 million for the first quarter ended March 31, 2007,
compared with net income of $2.7 million on net revenue of
$10.5 million for the same quarter ended March 31, 2006.

The significant decrease in revenue was due to the negative impact
on the company's reputation as a result of Bodisen being delisted
by American Stock Exchange and the abnormally cold spring time
weather of Shaanxi province which affected crop plantings and
decreased the use of fertilizer.

The net loss recorded for the current quarter was mainly a result
of the decrease in gross profit due to the decrease in sales
revenue and the increase in total operating expenses.

Gross profit decreased to $2 million for the three months ended
March 31, 2007, a decrease of $2.2 million or 53%, compared to
$4.2 million for the three months ended March 31, 2006.

At March 31, 2007, the company's consolidated balance sheet showed
$66.2 million in total assets, $1.7 million in total liabilities,
and $64.5 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?21cb

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 8, 2007,
Kabani & Company Inc., in Los Angeles, expressed substantial doubt
about Bodisen Biotech 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 certain lawsuits filed by investors
against the company and the company being subject to potential
claims from certain investors who have a right to receive the
company's shares.

                  Lawsuits filed by Shareholders

As disclosed by the company, various shareholders of the company,
in late 2006,  filed eight purported class actions in the U.S.
District Court for the Southern District of New York against the
company and certain of its officers and directors, asserting
claims under the federal securities laws.  The complaints contain
general and non-specific allegations about prior financial
disclosures and its internal controls and a prior, now-terminated
relationship with a financial advisor.

The court has consolidated each of the actions into a single
proceeding and as of March 31, 2007, only plaintiffs in two of the
actions have served summons and complaint on the company.  The
company believes it has meritorious defenses to each of these
actions and intend to defend them vigorously.

                      About Bodisen Biotech

Headquartered in Shaanxi province, China, Bodisen Biotech Inc.
(Other OTC: BBCZ.PK) -- http://www.bodisen.com/ -- manufactures
liquid and organic compound fertilizers, pesticides, insecticides
and agricultural raw materials certified by the Petroleum Chemical
Industry Administrative office of China, Shaanxi provincial
government and Chinese government.


BOSTON SCIENTIFIC: Mulling Sale of Fluid Management Business
------------------------------------------------------------
Boston Scientific Corporation has intended to explore the sale
of its fluid management business as part of the company's ongoing
review of its portfolio of assets.  The Boston Scientific fluid
management business, formerly North American Medical Instruments
Corp., produces a range of products used to manage fluid and
measure pressure during angiography and angioplasty procedures.  A
sale would be expected to include the business as well as the
Company's facilities in Glens Falls, New York and Tullamore,
Ireland.

"As we have previously announced, we are conducting a
comprehensive review of our non-strategic assets in an effort to
focus resources on our core businesses and improve our financial
strength," said Paul LaViolette, Chief Operating Officer of Boston
Scientific.  "One result of this review has been the initiation of
a process to explore the sale of our fluid management business.
This is a very strong business with market leadership, and we
believe it has tremendous potential with the focused attention and
resources of external ownership.  We are in the early stages of
discussions with several potential acquirers, and we expect the
process to take a number of months."

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--  
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.


BOSTON SCIENTIFIC: Moody's Downgrades Unsecured Debt Rating to Ba2
------------------------------------------------------------------
Moody's downgraded the credit ratings of Boston Scientific
Corporation.  The company's senior unsecured debt rating was
downgraded to Ba2 from Baa3 and its short term debt rating was
downgraded to Not Prime from Prime-3.  At the same time, Moody's
assigned a Ba1 Corporate Family Rating to the company.  The rating
outlook is negative.  This concludes Moody's rating review that
was initiated on May 9, 2007.

This rating action primarily reflects these concerns:

   i. second quarter results continue to show lower than expected
      cash flows;

  ii. the lack of definitive action related to material asset
      sales, which could provide financial flexibility;

iii. the potential for regulatory and litigation matters to
      further impinge on liquidity; and

  iv. the potential for covenant violations under its bank
      agreement over the next twelve months.

Diana Lee, a Senior Credit Officer at Moody's said, "Boston
Scientific's cash flows no longer comfortably support its high
debt levels, resulting in a downgrade to below investment grade."

"Persistent weakness in the DES market and inability to gain
consistent traction in ICD sales contribute to Moody's concerns
regarding the company's cash flows," said Ms. Lee.

The negative outlook reflects concerns that uncertain sales
recovery in key product lines and heightened competition in 2008
could contribute to even lower operating cash flows.  The negative
outlook also considers the possibility that Boston Scientific may
face greater liquidity challenges as upcoming cash payments may
occur at the same time that the company faces potential covenant
violations.

The US senior unsecured notes held at Boston Scientific
Corporation are structurally subordinated to the (unrated) non-US
bank debt held at its foreign subsidiary.  Before this rating
action, Moody's did not heavily weigh the issue of structural
subordination in its rating of Boston Scientific's US senior
notes; however, the effects of structural subordination are now
reflected in the company's ratings because of the application of
Moody's LGD Rating Methodology.  Using our LGD analysis, the
senior unsecured notes are now notched below the Ba1 CFR.

Ratings assigned:

Boston Scientific Corporation:

-- Ba1 Corporate Family Rating
-- Ba1 PDR
-- SGL-3 Speculative Grade Liquidity Rating

Ratings downgraded:

Boston Scientific Corporation:

-- Sr. Unsecured Notes to Ba2, LGD5, 75% from Baa3

-- Senior Shelf to (P) Ba2 from (P) Baa3

-- Subordinated Shelf to (P) Ba2 from (P) Ba1

-- Short-term rating to Not-Prime from Prime-3 (This rating will
    be withdrawn subsequent to the downgrade.)

Rating confirmed:

Boston Scientific Corporation:

-- Preferred Stock Shelf at (P)Ba2

Boston Scientific Corporation, headquartered in Natick,
Massachusetts, is a worldwide developer, manufacturer and marketer
of medical devices, specializing in a broad range of
interventional and cardiac rhythm management devices.


BOWATER INC: CCB Clears Proposed Merger with Abitibi-Consolidated
-----------------------------------------------------------------
The Canadian Competition Bureau has informed Abitibi-Consolidated
Inc. and Bowater Incorporated that it will not contest their
proposed combination.

"We are very pleased the Bureau, after an extensive review, has
decided to allow the combination to proceed without challenge,"
John W. Weaver, President and Chief Executive Officer of Abitibi-
Consolidated, said.

"We appreciate the way the Bureau handled this process and are
very pleased to have received this critical approval for the
combination," David J. Paterson, Chairman, President and Chief
Executive Officer of Bowater added.

The combined company, which will be called AbitibiBowater Inc.
will produce a wide-range of newsprint, commercial printing
papers, market pulp and wood products.  It will be the eighth
largest pulp and paper manufacturer in the world.  AbitibiBowater
will own or operate 32 pulp and paper facilities and 35 wood
products facilities located in the United States, Canada, the
United Kingdom and South Korea.  It will also be among the world's
largest recyclers of newspapers and magazines, and a global leader
in sustainable forest management through independent third-party
certification.

                  About Abitibi-Consolidated Inc.

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

                     About Bowater Incorporated

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

                          *     *     *

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


BUCKEYE TECHNOLOGIES: Earns $6.6 Million in Quarter Ended March 31
------------------------------------------------------------------
Buckeye Technologies Inc. reported net income of $6.6 million on
net sales of $193.0 million for the third quarter ended March 31,
2007, compared with a net loss of $795,000 on net sales of
$181.4 million for the same period ended March 31, 2006.

The net income for the 2007 quarter included $800,000 after tax in
restructuring expenses associated with consolidations made in the
company's European Sales Offices, Product and Market Development,
and corporate overhead.

Results for the 2006 quarter included $1.1 million after tax in
restructuring and impairment expenses associated with the closure
of the Glueckstadt, Germany cotton linter pulp plant in December,
2005.

Buckeye chairman John B. Crowe commented, "Demand for our products
continues to be strong, and our operations are responding to the
challenge of matching production and sales.  Good cash flow
generation enabled us to reduce debt by $13 million during the
quarter."

Mr. Crowe went on to say, "The consolidations in our European
Sales Offices, Product and Market Development and corporate
overhead complement the operations consolidations we completed
during the last several years and will provide annual savings of
over $2 million."

At March 31, 2007, the company's balance sheet showed
$929.0 million in total assets, $621.7 million in total
liabilities, and $307.3 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?20e4

                   About Buckeye Technologies

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- manufactures and markets
specialty fibers and nonwoven materials.  The company currently
operates facilities in the United States, Germany, Canada, and
Brazil.  Its products are sold worldwide to makers of consumer and
industrial goods.

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2007,
Moody's upgraded Buckeye Technologies, Inc.'s corporate family
rating to B1 from B2 and maintained a stable outlook.  All other
ratings were upgraded by one notch while the unsecured notes
were affirmed at B2.


COMPAGNIE EUROPEENNE: Permanent Injunction Hearing Set for Aug. 10
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Aug. 10, 2007, at 10:00 a.m., to
consider a motion for permanent injunction filed by Clive Paul
Thomas as foreign representative of Compagnie Europeenne
d'Assurances Industrilles S.A.

Mr. Thomas' request is pursuant to a chapter 15 petition
he filed in behalf of Compagnie Europeenne on June 28, 2007
(Bankr. S.D.N.Y. Case No. 07-12009).

Any responses or objections to the motion must be submitted on or
before Aug. 6, 2007, at 4:00 p.m., to:

   a) The Office of the Clerk of Court
      U.S. Bankruptcy Court
      Southern District of New York
      Room 534
      One Bowling Green
      New York, NY 10004-1408

   b) Chadbourne & Parke LLP
      (attorneys for the petitioner)
      Attn: Howard Seife, Esq.
            Francisco Vazquez, Esq.
      30 Rockefeller Plaza,
      New York, NY 10112

Headquartered in Brussels, Belgium and Surrey, England,
Compagnie Europeenne d'Assurances Industrielles S.A. was an
insurance company underwriting a wide array of insurance and
reinsurance business, including marine, transport and aviation,
industrial risks, fire and allied perils, liability, casualty,
private lines and commercial insurance between 1974 and 1994.


CANAL CAPITAL: Posts $222,102 Net Loss in Quarter Ended April 30
----------------------------------------------------------------
Canal Capital Corp. reported a net loss of $222,102 on total
revenues of $979,062 for the second quarter ended April 30, 2007,
compared with a net loss of $29,297 on total revenues of
$1.1 million for the same period ended April 30, 2006.

Stockyard revenues decreased to $849,000 for the three months
ended April 30, 2007, compared to stockyard revenues of $882,000
for the same period in fiscal 2006.

Real estate revenues decreased to $131,000 for the three months
ended April 30, 2007, compared to real estate revenues of $191,000
for the same  period in fiscal 2006.  The decrease is due
primarily to the sharp increase in sales of real estate for the
second fiscal quarter of 2006.

At April 30, 2007, the company's balance sheet showed $5.3 million
in total assets, $3.7 million un total liabilities, and
$1.6 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?20e7

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 29, 2007,
Todman & Co., in New York, expressed substantial doubt about Canal
Capital Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Oct. 31, 2006, and 2005.  The auditing firm cited that the company
has suffered recurring losses from operations and is obligated to
continue making substantial annual contributions to its defined
benefit pension plan.

                       About Canal Capital

Headquartered in Hauppauge, New York, Canal Capital Corporation
(OTC: COWP) is engaged in two distinct businesses -- stockyard and
real estate operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of a commercial office space, land and structures leased to
third parties as well as vacant land available for development or
resale.

Canal also operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.


CANARGO LIMITED: Unit Sells 8 Million Tethys Petroleum Stake
------------------------------------------------------------
CanArgo Energy Corporation's wholly owned subsidiary, CanArgo
Limited, will offer for sale up to 8 million ordinary shares of
Tethys Petroleum Limited held by CanArgo Limited, pursuant to a
Placement Agreement dated July 22, 2007.

The shares of TPL will be sold in brokered transactions on or
after July 31, 2007.  The shares will be offered for sale at
prices not less than CDN$2.95.  The shares represent 17.7% of the
shares of TPL outstanding and if all shares are sold, CanArgo will
no longer be a shareholder of TPL.

The net proceeds received from the sale of these shares estimated
at approximately $21.3 million will be used by CanArgo to pay down
existing indebtedness under its outstanding Senior Secured Notes
due July 25, 2009, and to the extent of any excess net proceeds,
its outstanding Senior Subordinated Convertible Guaranteed Notes
due Sept. 1, 2009.

                     About Tethys Petroleum

Tethys Petroleum Limited (TSX: TPL) is focused on oil and gas
exploration and production activities in Central Asia with
activities currently in the Republic of Kazakhstan and more
recently the Republic of Tajikistan.  This prolific oil and gas
area is developing and Tethys believes that significant potential
exists in both exploration and in discovered deposits.

                       About CanArgo Energy

CanArgo Energy Corp. -- http://www.canargo.com/-- (AMEX: CNR)
(OSLO: CNR) is an oil and gas exploration and production company
operating in the oil and gas provinces of the former Soviet Union.
CanArgo is currently focused primarily on Georgia in the Caucasus,
and more recently has become involved in the major hydrocarbon
producing country of Kazakhstan.  In Georgia, the company has been
actively exploring for new deposits of oil and gas, and is
currently appraising what could be a substantial new discovery of
oil.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 26, 2007, LJ
Soldinger Associates LLC raised substantial doubt about the
ability of CanArgo Energy Corp. to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.   The auditing firm stated that the
company may not have sufficient funds to execute its business
plan.


CENTEX CORP: Incurs $128 Million Net Loss in First Quarter 2008
---------------------------------------------------------------
Centex Corporation reported that fiscal 2008's first-quarter
revenues were $1.9 billion, 31% lower than the same quarter last
year.  The loss from continuing operations for the first quarter
was $131 million, down from earnings of $172 million, in the
previous year's fiscal first quarter.  Included in the first
quarter of fiscal 2008's loss from continuing operations is
$193 million on a pre-tax basis, of impairments and other land
charges.  Net loss for the first quarter ended June 30, 2007, was
$128 million, as compared with net earnings of $160.3 million for
the same quarter in fiscal 2007.

At June 30, 2007, the company listed $12.4 billion in total
assets, $7.6 billion in total liabilities, and $4.8 billion in
total stockholders' equity.

Tim Eller, Centex Corporation chairman and chief executive
officer, said, "In the quarter, we reduced overhead expenses and
unsold inventory, and we saw an improving cancellation rate in a
difficult market.  We remain focused on the fundamentals: selling
homes, minimizing inventory, generating cash and attacking costs."

                           Home Building

Fiscal 2008's first-quarter revenues were $1.80 billion, 32% lower
than the same quarter last year as a result of a 27% decrease in
closings to 6,095 homes.  Home building reported an operating loss
of $172 million for the quarter, after $193 million in impairments
and other land charges.  The housing operating loss was $5
million, down from earnings of $318 million in the previous year.
The decrease is a result of lower unit volume, a 5.5% decrease in
the unit average sales price and higher sales incentives.

                         Financial Services

Operating earnings from Financial Services totaled $15 million for
the first quarter of fiscal 2008, 35% lower than the same quarter
a year ago, due principally to lower origination volume.  CTX
Mortgage originated loans for 78% of Centex Homes' buyers during
the first quarter, up one percentage point versus last year's
first quarter.  Centex's Financial Services operations provide
Centex home buyers with a streamlined home-closing and settlement
process.

                     About Centex Corporation

Headquartered in Dallas, Centex Corporation (NYSE: CTX) --
http://www.centex.com/-- is a home building company that operates
in major U.S. markets in 25 states.  In addition to its home
building operations, the company's related business lines include
mortgage and financial services, home services and commercial
construction.

                          *     *     *

Centex Corp.'s preferred stock carries Moody's Investors Service's
Ba1 rating.


CHRISTIN DIDIER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Christin D. Didier
        dba Aunt Kissy's Boutique B & B
        722 West Water Street
        Lewistown, MT 59457

Bankruptcy Case No.: 07-60849

Chapter 11 Petition Date: July 24, 2007

Court: Ralph B. Kirscher

Debtor's Counsel: Gary S. Deschenes, Esq.
                  P.O. Box 3466
                  Great Falls, MT 59403-3466
                  Tel: (406) 761-6112

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


CITIZENS COMMUNICATIONS: To Close Rochester Call Center
-------------------------------------------------------
Citizens Communications Company reported the next phase of its
Customer Operations Strategy for its Frontier operations to close
its Rochester, New York Residential Call Center and Credit and
Collections Center.

Some of the Residential Call Center employees will be offered to
participate in the company's Work-At-Home Program, subject to
negotiation with UNITEHERE, the local union.  The Credit and
Collections Center will be consolidated into Frontier's other
Credit and Collections operations.  The Rochester Internet Help
Desk, Operator Services Centers and Carrier Support Group will not
be affected.

In addition, on July 20, 2007, about 50 of the company's
field technicians in the Rochester region elected to participate
in an early retirement program.

The company estimates that over 100 employees will be impacted by
these two initiatives.  The company is unable to make a
determination of an estimate of the third quarter charges it will
incur in connection with these actions at this time.

The company previously announced the closing of several other
call centers during the fourth quarter of 2006 and the first
quarter of 2007, including in Gloversville and Monroe, New York,
Kingman, Arizona and New Richmond, Wisconsin.  The company did not
incur material charges in connection with the closing of those
call centers.

                 About Citizens Communications

Based in Stamford, Conn., Citizens Communications Company,
formerly Citizens Utilities, (NYSE: CZN) -- http://www.czn.net/--
provides phone, TV, and Internet services to more than two million
access lines in parts of 23 states, primarily in rural and
suburban markets, where it is the incumbent local-exchange carrier
operating under the Frontier brand.

                          *    *    *

As of July 25, 2007, the company carries Moody's Ba2 long-term
corporate family rating, bank loan debt, senior unsecured debt,
and probability of default ratings.  The outlook is stable.

Standard & Poor's rates the company's long-term foreign and local
issuer credits at BB+.  The outlook is negative.

Fitch also rates the company's long-term issuer default rating,
bank loan debt, and senior unsecured debt at BB.  The outlook is
stable.


COMMONWEALTH EDISON: Joins $1 Billion Statewide Settlement
----------------------------------------------------------
Commonwealth Edison Company agreed to participate in a statewide,
comprehensive settlement regarding electric rates and related
policy matters.  Other participants in the settlement include
Exelon Generation, Ameren, Dynegy, Midwest Generation and
MidAmerican.

Reached after months of negotiations with Illinois Senate
President Emil Jones, Illinois House Speaker Mike Madigan and the
Attorney General Lisa Madigan, the settlement preserves the
competitive electric market in Illinois while providing a multi-
year, $1 billion rate relief package for Illinois residential
electric consumers, a range of related electric industry policy
changes including a new state power agency and an alternative
method of purchasing power for consumers.  It also eliminates the
need for any further consideration of rate freeze or generation
tax legislation.

The settlement, expected to be concluded shortly, must be approved
by the Illinois House of Representatives and Senate and signed by
the Governor.

Under the settlement, all Illinois residential electric customers
will receive near-term rate relief beginning this fall.
Additional targeted rate relief also will be provided to
residential customers most in need and targeted small and mid-
sized businesses.  Of the total $1 billion to be provided over a
four-year period, approximately $540 million will be made
available during 2007 with the remaining amount to be provided in
2008, 2009 and 2010.

In order to avoid a generation tax, which would have been harmful
to the state and the company, and to preserve the competitive
market, Exelon Generation will provide a significant portion of
the $1 billion funding to offer relief to Illinois customers.  It
is a one-time contribution to help customers transition to market
rates.

"We are pleased that this settlement moves the competitive model
forward in Illinois, which is in the best interest of consumers,"
said ComEd chairman and chief executive officer Frank M. Clark.
"It ends the debate over electric rates in Illinois in a
productive manner by balancing the needs of our customers,
Illinois utilities and generators.

"This landmark settlement was achieved under the leadership of
Senate President Emil Jones and House Speaker Michael Madigan.
Governor Rod Blagojevich's environmental vision is also reflected
in the settlement-we particularly appreciate the Governor's
patience in allowing the parties sufficient time to negotiate,"
indicated Clark.  "I also want to applaud the numerous legislative
leaders who understood that the kind of comprehensive settlement
we now have was a constructive alternative to rate freeze
legislation.  Leading this effort was President Jones, and
included House Republican Leader Tom Cross and members of his
caucus, as well as members of the Black and Hispanic caucuses.

"I want to emphasize the important roles played by Senate Minority
Leader Frank Watson and Attorney General Lisa Madigan.  They both
demonstrated a willingness to compromise in order to reach a
practical resolution.  Also, the ICC has shown real courage in
difficult circumstances with its continuing support for
competitive market development. Also, indications by the Governor
that he would call a special session if the parties were unable to
reach agreement provided real impetus to finalize the settlement.
Finally, we are pleased with the Governor's statement that he
would sign the legislation once it reaches his desk," Clark
concluded.

                    Summary of the Settlement

Comprehensive rate relief for Illinois customers totaling
$1 billion over the next four years include:

     --   Relief for ComEd customers will be in two forms:
          programs for residential customers most in need and
          targeted small business and mid-sized customers, and
          bill credits providing relief to all residential
          customers.

     --   Exelon Generation will provide $747 million of the
          funding; ComEd will provide $53 million; Ameren will
          provide $150 million; Midwest Generation and Dynegy will
          each provide $25 million and MidAmerican will contribute
          $1 million.

     --   A total of  $488 million will go directly to ComEd
          residential customers, with the average customer -
          receiving a monthly bill credit ranging from about
          $4 to $13.  This reduces the average residential
          customer's 2007 rate increase to 13.5%, which
          cuts the increase nearly in half.  The impacts reflect
          averages, and an individual customer's bill may be
          higher or lower.

     --   The $488 million ComEd customers will receive will be
          allocated over a four-year period, with $283 million
          available in 2007 -- $250 million in credits to all
          residential customers and $33 million in targeted
          programs.

     --   More than half of the funding is earmarked for the first
          year.  The balance will be available in 2008-2010.

                   New Power Procurement Policy

Under the oversight of the Illinois Commerce Commission, a new
Illinois Power Agency has been created to develop energy
procurement plans annually, and manage the procurement process
through which ComEd and Ameren will purchase power.  The agency
will retain a procurement administrator who will manage an
alternative competitive process for procurement on behalf of the
utilities' residential and small business customers.  In addition,
the agency will house a resource development function that could
build power plants and sell output to Illinois municipalities and
co-ops.

An alternative competitive power procurement process has been
established.  The alternative competitive procurement process will
be administered by the Illinois Power Agency with Illinois
Commerce Commission oversight.  The procurement process will
include competitive requests for proposals and will direct the
purchase of power in separate base load, intermediate and peaking
blocks beginning in 2008.  The ICC will retain authority to accept
or reject power purchases.

                    Stable Rates for Customers

ComEd will enter into a long-term financial contract to hedge
market rates for a portion of the base load power that ComEd
purchases for residential and small business customers.  The
contract, which will cover a five-year period, is designed to help
stabilize rates and create certainty for residential and small
business customers.

                   Illinois Environmental Policy

Shaped by the Governor's Sustainable Energy Policy, the
legislation sets standards for renewable energy, energy efficiency
and demand response programs.  The effort will propel ComEd into
the forefront of such energy programs in the United States within
the next three to four years.  The utilities and the Department of
Commerce and Economic Opportunity will manage the energy
efficiency programs.

               Enhancements and Consumer Protections

ComEd membership in RTO

ComEd will maintain membership in the PJM Regional Transmission
Organization, or another RTO selected by ComEd for at least 15
years.

Competitive Declaration Provision

All ComEd customers with monthly demands for power of 400
kilowatts and above will be declared competitive and will move to
the market for their supply options effective May 2008.  These
large customers still have the option to buy power from ComEd at a
fixed rate through May 2008. This represents the realities of the
competitive market where 87 percent of these customers already
purchase supply in the market from a source other than ComEd.

The utility also will ask the ICC to declare service competitive
for customers with demands of more than 100 kW but less than 400
kW, by showing that at least 33% of those customers already take
service from at least three competitive suppliers.  The ICC must
declare the service competitive within 30 days unless it finds
there are disputed issues of fact, in which case it must act
within 60 days.

Common Areas Assistance

ComEd will continue its assistance programs to help reduce the
impact of rate increases for apartment and condominium common
areas.  Specifically, going forward, condominium building owners'
common area rates will not exceed residential rates.

Moratorium

ComEd will maintain a moratorium on disconnections for customers
who heat their home with electricity until Sept. 1, 2007.  In
addition, these customers will not be disconnected during the
months of December through March each winter.

                       Additional Components

Pending litigation

The Attorney General and the parties to the settlement agree to
move to dismiss all pending litigation, appeals and claims related
to the Illinois auction, market-based prices, the validity of
existing power contracts, and confidentiality.

Restructuring Transactions

The proposed legislation would reinstate the power of a utility to
engage in various types of restructuring transactions upon an
informational filing at the ICC.

                           About Ameren

Ameren Corporation (NYSE: AEE) -- http://www.ameren.com/--  
through its subsidiaries, operates as a public utility holding
company in Missouri and Illinois.  It generates, transmits, and
distributes electricity; and distributes natural gas, as well as
engages in non-regulated electricity operations.  The company was
founded in 1881 and is headquartered in St. Louis, Missouri.

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE: DYN) --
http://www.dynegy.com/-- produces and sells electric energy,
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                     About Midwest Generation

Midwest Generation is an independent power producer in the United
States, producing enough electricity to meet the needs of more
than 8 million households.  Headquartered in downtown Chicago,
Midwest Generation is a subsidiary of Edison Mission Energy and
part of the Edison International family of companies, which is
based in Rosemead, California.

                     About Commonwealth Edison

Commonwealth Edison Company (ComEd) is a unit of Chicago-based
Exelon Corporation (NYSE: EXC), one of the nation's largest
electric utilities with approximately 5.4 million customers. ComEd
provides service to approximately 3.8 million customers across
Northern Illinois, or 70% of the state's population.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Commonwealth Edison Company to 'BB' from 'BBB-'.  The
rating remains on CreditWatch with negative implications.  In
addition, the 'BBB+' corporate credit ratings on Exelon Corp.,
Exelon Generation Co. LLC, and PECO Energy Co. are unchanged and
remain on CreditWatch negative.


CONSTAR INT'L: European Operations VP Frank Gregory Resigns
-----------------------------------------------------------
Frank Gregory, Constar International's Vice President of European
Operations, is resigning from the company.

Christopher Phelan, the company's European Director of Research
and Development, has been promoted to Vice President of European
Operations and will assume Mr. Gregory's responsibilities.

It is expected that Mr. Gregory will remain with the company for a
period of time to effect a smooth transition, and that following
such transition severance payments will be made to Mr. Gregory.
The structure and size of such payments are being negotiated.

                           About Constar

Based in Philadelphia, Pa., Constar International (NASDAQ: CNST)
-- http://www.constar.net/-- supplies PET (polyethylene
terephthalate) plastic containers for conventional applications
throughout North America and Europe.  Conventional PET containers
are primarily designed and manufactured for soft drinks and water.
Constar also supplies PET containers designed for food, juices,
teas, sport drinks, new age beverages, beer and flavored alcoholic
beverages.

                           *     *     *

As of July 25, 2007, the company carries Moody's B2 senior secured
debt rating, B3 long-term corporate family rating and probability
of default rating, and Caa2 senior subordinate rating.  The
outlook is stable.

Standard & Poor's also rates the company's long-term foreign and
local issuer credits at B-.  The outlook is negative.


COPYTELE INC: Posts $1.4 Million Net Loss in Qtr. Ended April 30
----------------------------------------------------------------
CopyTele Inc. reported a net loss of $1.4 million on net sales of
$96,427 for the second quarter ended April 30, 2007, compared with
a net loss of $2.4 million on net sales of $71,538 for the same
period ended April 30, 2006.

The increase in net sales resulted from an increase in unit sales
of approximately $14,000, to approximately $36,000, as compared to
approximately $22,000 in the comparable prior-year period, and an
increase in revenue from encryption services of $10,000, to
$60,000, as compared to $50,000 in the comparable prior-year
period.

The decrease in net loss is mainly due to the increase in sales, a
decrease in research and development expenses, as well as a
decrease in selling, general and administrative expenses.

At April 30, 2007, the company's balance sheet showed
$2.0 million in total assets, $327,803 in total liabilities, and
$1.6 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?20d8

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Grant Thornton LLP, in Melville, New York, expressed substantial
doubt about CopyTele Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the years
ended Oct. 31, 2006, and 2005.  The auditing firm pointed to the
company's net loss of approximately $7,601,000 during the year and
accumulated deficit of approximately $80,509,000 at Oct. 31, 2006.

                       About CopyTele Inc.

CopyTele Inc. (OTC BB: COPY.OB) -- http://www.copytele.com/--
develops, makes, and markets multi-functional hardware and
software based encryption products that provide information
security for domestic and international users over virtually every
communications media.  The company also develops, makes, and
markets thin, high brightness, flat panel video displays.  The
company sells its encryption products directly to end-users and
through dealers and distributors.


CPI INTERNATIONAL: Moody's Lifts Corporate Family Rating to B1
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating for
CPI International, Inc. and its principal operating subsidiary,
Communications & Power Industries, Inc.

Moody's concurrently assigned a Ba2 rating to the proposed first
lien credit facilities of CPI, consisting of a $60 million senior
secured revolving credit facility and a $100 million senior
secured term loan.  The outlook has been changed to stable from
positive.

Moody's assigned these ratings:

Communications & Power Industries, Inc.:

-- $60 million senior secured first lien revolver due 2013, Ba2
    (LGD2, 24%)

-- $100 million senior secured first lien term loan due 2014, Ba2
    (LGD2, 24%)

Moody's upgraded these ratings:

CPI International, Inc:

-- $22 million (originally $80 million) floating rate notes due
    2015, to B3 (LGD6, 95%) from Caa1 (LGD5, 89%)

-- Corporate Family Rating, to B1 from B2

-- Probability of Default Rating, to B1 from B2

Moody's withdrew these ratings:

Communications & Power Industries, Inc.:

-- $40 million senior secured first lien revolver due 2010, Ba2
    (LGD2, 10%)

-- $90 million (originally $80 million plus $10 million add-on)
    senior secured first lien term loan due 2010, Ba2 (LGD2, 10%)

Moody's lowered these ratings:

Communications & Power Industries:

-- $125 million, 8.0% senior subordinated notes due 2012, to B3
    (LGD5, 75%) from B2 (LGD4, 52%)

The outlook has been changed to stable from positive.

The upgrade in the Corporate Family Rating primarily reflects
continued strengthening in CPI's key financial metrics, including
improved free cash flow, moderating leverage as well as strong and
improving interest coverage.  Providing additional support to the
ratings are the company's sound operating margins; its leading
market positions; the firm's stable, recurring revenue stream;
good liquidity; high barriers to entry; and the company's broad
and diverse customer base.

The ratings continue to be constrained by the company's small size
as well as the technology risk posed by solid state or new
technologies.

The outlook is stable, reflecting Moody's expectation that the
company will continue to experience good demand for its products
that will enable the company to generate sufficient free cash flow
to maintain its balance sheet strength at current levels.

The ratings or outlook could move up if the company's operating
results continue to improve, resulting in positive free cash flow
to debt in excess of 5% or if total debt to EBITDA falls below 3.5
times on a sustained basis.  Downward pressure on the ratings or
outlook could result if the company cedes share to a competitor in
one of its key markets, a material change in government spending
patterns emerges, a new technology results in a decline in demand
for the company's products, or the company re-leverages its
balance sheet as a result of a recapitalization, major dividend
distribution or acquisition, translating into an increase in debt
to EBITDA in excess of 5.5 times or a reduction of EBIT to
interest below 1.5 times on a sustained basis.

CPI International, Inc., the parent company of Communications &
Power Industries, Inc., is a leading provider of radio frequency,
microwave, power and control solutions for defense, medical,
communications, scientific and other applications.  For the twelve
months ended March 30, 2007 the company reported revenues of about
$343 million.


CROWN ACQUISITION: Moody's Rates $235 Mil. Credit Facility at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 first-time rating to Crown
Acquisition Corp.'s and CPM Acquisition Corp.'s, $235 million
senior secured credit facility ($25 million revolver and $210
million term loan), and a B1 corporate family rating.  The rating
outlook is stable.

CPM Holdings, Inc., owns the co-issuers, recently announced that
it intends to acquire substantially all of the assets of Crown
Holdings, Inc. with mostly an all-debt transaction.  Crown
Holdings, Inc. designs and engineers process equipment for
vegetable oil extraction with a growing focus on the bio-fuels
industry and will expand CPM's engineering expertise.  CPM will be
a single source supplier for complete oilseed preparation and
extraction processes.  CPM is also refinancing about $58.2 million
of existing debt.

The co-borrowers' B1 corporate family rating reflects the pending
acquisition and the favorable characteristics of the combined
entities.  The combined entity will have a strong competitive
position, solid EBITDA margins, conservative capital structure and
robust free cash flow.  The company is benefiting from the
favorable trend in commodity prices and growth in the bio-fuels
industry.  The company's projected EBITDA margins should translate
into strong free cash flow/debt credit metrics for 2008.  Yet,
these strengths are balanced against the company's small size
based on revenues, exposure to commodity volatility, integration
risk associated with the Crown acquisition, and the significant
increase in balance sheet debt.

Ratings/assessments assigned:

-- Corporate Family Rating B1;

-- Probability of default rating B1;

-- $25 million senior secured revolver due 2012 at B1 (LGD3,
    34%); and,

-- $210 million senior secured term loan due 2014 at B1 (LGD3,
    34%);

CPM Holdings, Inc., headquartered in Waterloo, Iowa, is a world
leader in designing and assembling process machinery and other
equipment utilized primarily in the agricultural and food
producing/processing industries.


CUMULUS MEDIA: $1.3 Billion Deal Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed Cumulus Media Inc.'s ratings on
review for possible downgrade following the company's announcement
that it has entered into a merger agreement under which it will be
acquired by an investor group consisting of Lewis W. Dickey, Jr.,
Chairman, President and CEO of the company, and an affiliate of
Merrill Lynch Global Private Equity.  The transaction is valued at
about $1.3 billion.

The review will focus on the company's pro forma capital structure
and credit metrics as well as its future business strategy in the
context of the secular pressures on and modest growth prospects
for the mature radio broadcasting industry.  In addition, Moody's
notes that the company's debt to EBITDA leverage of 7.2x for the
trailing twelve months ended March 3, 2007 remains high relative
to its current Ba3 rating category.

These ratings are under review for possible downgrade:

Issuer: Cumulus Media Inc.

-- Corporate Family Rating -- Ba3
-- Probability of Default Rating -- B1
-- Secured Revolver -- Ba3 (LGD 3, 34%)
-- Secured Term Loan -- Ba3 (LGD 3, 34%)

Cumulus Media Inc., headquartered in Atlanta, Georgia, is the
second-largest radio company in the United States based on station
count.  Following the completion of all pending acquisitions and
divestitures, Cumulus, directly and through its investment in
Cumulus Media Partners, will own or operate 344 radio stations in
the U.S.


DAESOK SO: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Daesok So
        9905 Holly Blosssom Court
        Great Falls, VA 22066

Bankruptcy Case No.: 07-11926

Chapter 11 Petition Date: July 24, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Jeffrey M. Sherman, Esq.
                  Semmes, Bowen & Semmes
                  1001 Connecticut Avenue, Suite 1100
                  Washington, DC 20036
                  Tel: (202) 822-8250

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Plaza America Office        guarantee (lease)         $481,000
Development II
8150 Leesburg Pike
Suite 1100

Buchanan, Ingersoll &                                  $63,154
Rooney
1700 K Street, Northwest
Washington, DC 20006

America Honda Finance       vehicle; value of          $26,271
8601 McAlpine Park Drive    security:
Suite 320                   $19,625
Charlotte, NC 28211

Toyota Motors               co-signatory               $17,050

Bank of America             credit card                 $9,525

Metropolitan Meat &         guarantee                   $8,932
Seafood

V.W. Credit                 co-signatory                $4,704

Citicorp                    credit card                 $3,300

Credit Collection Services  collection-                   $315
                            medical bill

A.M.C.A.                    collection-                   $170
                            medical bill

H.S.B.C./Saks               credit card                     $8


DEVON ENERGY: Fitch Holds BB+ Preferred Stock Rating
----------------------------------------------------
Fitch Ratings plans to assign a 'BBB' rating to Devon Energy
Corporation's upcoming 364-day senior unsecured credit facility.

The rating for the company's CP program will remain at 'F2'
following the increase of the company's commercial paper program
from $2 billion to $3 billion.  Fitch also affirmed Devon's
ratings as:

    -- Issuer Default Rating at 'BBB';
    -- Senior unsecured at 'BBB';
    -- Preferred stock at 'BB+';
    -- Commercial paper at 'F2'.

The rating outlook remains Positive.

In addition, Fitch affirmed the 'BBB' rating on the notes assumed
from the acquisition of the PennzEnergy Company which are held at
the parent level by Devon and the 'BBB-' rating on the senior
unsecured debt assumed in the acquisition of Ocean Energy, which
is not explicitly guaranteed by Devon.

Devon's ratings continue to be supported by the company's sizable
reserve base and production profile, the significant cash
generation coming from the company's midstream operations, strong
organic reserve replacement in 2006 at very competitive F&D cost
and the company's efforts to reduce debt in recent years.  Devon
recently announced plans to create a master limited partnership
which will acquire a minority interest in Devon's midstream
natural gas gathering and processing assets.

Upon creation of the MLP, Devon plans to divest a minority of the
common LP units of the MLP and Fitch anticipates proceeds from the
sale of common units to ultimately be used to help the company
repay debt, fund capital expenditures and fund share repurchases.
Devon has stated it plans to retain the GP interest in the MLP,
and as a result, Fitch would anticipate the MLP to continue to be
included in Devon's consolidated results.

Devon also recently announced plans to increase liquidity at the
company via a $1 billion 364-day senior unsecured credit facility
and an increase in the size of the company's commercial paper
program by $1 billion.  Both are expected to increase near-term
liquidity until the company closes on the sale of its Egypt and
West African asset sales.  The company announced the sale of its
Egypt assets in April 2007 for $375 million and this transaction
is expected to close during the second half of 2007.

Bids on the company's West African assets are expected shortly and
as a result, closing on the divestiture would be expected in late
2007 or early 2008.  Primary uses of cash include capital
expenditures, the recently announced share repurchase program to
offset dilution and debt repayment including the maturing 4.375%
Ocean Energy notes, $400 million, in October 2007 and repaying
outstanding CP borrowings.  While the company's Pennz Energy DECS
don't mature until August 2008, noteholders have a put option
available to them and Devon retains the right to settle the shares
in cash.

Offsetting concerns focus on the potential for the company to
pursue further acquisitions or further shareholder friendly
activities.  Fitch anticipates resolving the Rating Outlook as
details regarding the company's divestitures become clearer and
more accurate estimates of proceeds available for debt reduction
are available.

Devon is one of the largest independent oil and gas producers in
North America with an estimated 2.4 billion barrels of oil
equivalent of proven reserves at year-end 2006.  Devon also
gathers, processes, and markets its own and third party oil and
gas production through its midstream business segment.  In 2006,
the midstream segment generated a robust $448 million in EBITDA
for Devon.  Of note is that Fitch assigns $750 million of debt to
Devon's midstream business and given the strong performance of the
segment, this remains appropriate.  Credit metrics have remained
strong with EBITDAX-to-interest coverage of 13.7 times for the 12
months ending March 31, 2007 and leverage as measured by debt-to-
EBITDAX of 1.1x.  Fitch estimates Devon's debt to boe of proven
reserves totaled $2.73/boe and debt to proven developed reserves
was $3.87/boe at year-end 2006.


DYNEGY INC: Joins $1 Billion Statewide Settlement
-------------------------------------------------
Dynegy Inc. participates in a statewide, comprehensive settlement
regarding electric rates and related policy matters.  Other
participants in the settlement include Ameren, Exelon Generation,
ComEd, Midwest Generation and MidAmerican.

Legislative leaders from the state of Illinois, including the
Speaker of the House and the Senate President, announced a
comprehensive transitional rate relief package for electric
consumers on July 23, 2007.  This rate relief package and related
agreements are subject to passage of certain legislation.  These
agreements are a result of several months of negotiations among
leaders of the Illinois House of Representatives and Senate, the
office of the Attorney General of the State of Illinois and
various Illinois utilities and power generators.  The expected
program, once effective, is expected to provide $1 billion to help
fund a new power procurement agency and provide assistance to
utility customers in Illinois.

As a part of this rate relief package, and subject to passage of
certain legislation, Dynegy Holdings Inc., a wholly owned
subsidiary of Dynegy, anticipates making payments of up to $25
million over a 29-month period.  These payments will be contingent
on certain conditions related to the absence of future electric
rate and tax legislation in Illinois.

DHI anticipates making payments of $7.5 million in 2007,
$9 million in 2008 and $8.5 million in 2009, and to record a
$25 million charge in the second quarter of 2007.  DHI's payment
of $7.5 million in 2007 is to be used as funding for the Illinois
Power Agency, which is to be created as part of Illinois'
comprehensive legislative package.

DHI's expected payments for 2008 and 2009 will be made in monthly
installments, provided that if at any time prior to December 2009,
as further described in the rate relief package and related
agreements, Illinois imposes an electric rate freeze or imposes an
additional tax on generators, DHI's obligations to make the
monthly payments will cease.  The monthly payments will be paid
into an escrow account established to support rate relief
activities for Ameren Illinois Utilities' customers.

The rate relief package and related agreements, once effective,
will result in motions to dismiss with prejudice being filed in
several ongoing court and regulatory cases surrounding the 2006
Illinois reverse power procurement auction, including the Federal
Energy Regulatory Commission complaint filed in March 2007, the
appeals of the original Illinois Commerce Commission orders
adopting the auction process and the auction improvements case. As
a result of the rate relief package and related agreements, once
effective, Dynegy and DHI expect that the contracts originally
entered into as part of the auction will remain in place as
between Dynegy Power Marketing Inc. and the Ameren Illinois
Utilities.

Pending legislation must be passed by the Illinois House and
Senate and be signed by the Governor before the rate relief
package and related agreements become effective.  It is expected
that this process will be completed by the end of the month.

                     About Commonwealth Edison

Commonwealth Edison Company (ComEd) is a unit of Chicago-based
Exelon Corporation (NYSE: EXC), one of the nation's largest
electric utilities with approximately 5.4 million customers. ComEd
provides service to approximately 3.8 million customers across
Northern Illinois, or 70 percent of the state's population.

                           About Ameren

Ameren Corporation (NYSE: AEE) -- http://www.ameren.com/--  
through its subsidiaries, operates as a public utility holding
company in Missouri and Illinois.  It generates, transmits, and
distributes electricity; and distributes natural gas, as well as
engages in non-regulated electricity operations.  The company was
founded in 1881 and is headquartered in St. Louis, Missouri.

                     About Midwest Generation

Midwest Generation is an independent power producers in the United
States, producing enough electricity to meet the needs of more
than 8 million households.  Headquartered in downtown Chicago,
Midwest Generation is a subsidiary of Edison Mission Energy and
part of the Edison International family of companies, which is
based in Rosemead, California.

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE: DYN) --
http://www.dynegy.com/-- produces and sells electric energy,
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                          *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service affirmed the ratings of Dynegy Holdings,
Inc., including the company's Corporate Family Rating at B1, its
senior unsecured rating at B2, its Bank Loan Rating at Ba1, and
its Speculative Grade Liquidity Rating at SGL-3.

Moody's also assigned a B2 rating to the company's planned
issuance of $1.1 billion in senior unsecured notes, and upgraded
DHI's second lien notes to Ba1 from Ba2.


EXPEDIA INC: Moody's Downgrades Senior Secured Rating to Ba2
------------------------------------------------------------
Moody's Investors Services downgraded Expedia's senior unsecured
rating to Ba2 from Baa3 concluding a review for possible downgrade
initiated on June 19, 2007.

At the same time, Moody's assigned a Ba2 Corporate Family Rating
and a Ba2 probability of default rating to Expedia.  The rating
outlook is negative.  Moody's placed Expedia's senior unsecured
rating on review for possible downgrade on June 19, 2007 following
the company's announcement that it intended to repurchase up to
about 42% of its common stock currently outstanding excluding
Class B shares, up to about $3.5 billion, through a modified Dutch
auction tender.

The downgrade reflects the anticipated increase in the company's
financial leverage as a result of Expedia's amended tender offer
announced on July 23, 2007, in which the company has offered to
purchase up to 25 million shares, or 9% of the total outstanding,
of its common stock at share price between $27.50 and $30.00 each.
The new tender offer will expire after the close of the markets on
Aug. 8, 2007.  Moody's expects the company to use its $1 billion
revolving credit facility to fund the purchase, thereby increasing
its financial leverage as measured by debt to EBITDA to about
1.8x.

Expedia's Ba2 corporate family rating reflects the company's
leading position in the consumer online travel agency market and
strong free cash flow, supported by its online merchant hotel and
other travel services.  The credit factors constraining the rating
include exposure to ongoing competition from supplier owned and
other third party online travel sites, aggressive financial
policies with regard to share repurchases as well as concentrated
voting control by Barry Diller and Liberty Media.

The negative outlook reflects a reduction in the company's
financial flexibility due to the sizeable share repurchase as well
as the potential for the company to conduct additional shareholder
friendly actions, which may involve additional debt leverage in
the near to immediate term.

Ratings assigned:

-- Corporate family rating at Ba2;
-- Probability of Default Rating at Ba2;

Ratings downgraded:

-- $500 million senior unsecured notes, due August 2018,to Ba2
    from Baa3 (LGD 4, 51%)

Headquartered in Bellevue, Washington, Expedia, Inc. is a leading
online travel services provider.


EXTRA! EXTRA!: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Extra! Extra! Graphics, Inc.
        P.O. Box 1439
        St. Petersburg, FL 33731
        Tel: (727) 898-5550

Bankruptcy Case No.: 07-06402

Type of Business: The Debtor offers commercial printing services.
                  See http://www.extraextragraphics.com/

Chapter 11 Petition Date: July 24, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Alberto F Gomez, Jr., Esq.
                  Morse & Gomez, P.A.
                  119 South Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  Fax: (813) 301-1001

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


FIDELITY MUTUAL: Final Hearing on Amended Plan Set for Sept. 30
---------------------------------------------------------------
The Commonwealth Court of Pennsylvania will hold hearings
commencing at 10:00 a.m. on Sept. 30, 2007, to consider
approval:

   a) on a final basis, of the Fourth Amended Plan for
      Rehabilitation of The Fidelity Mutual Life Insurance
      Company; and

   b) of the initial post-closing non-guaranteed elements
      under that Plan.

The hearings will be held at Courtroom One, Ninth Floor,
Widener Building, 1339 Chestnut Street, in Philadelphia,
Pennsylvania.

Pursuant to the Amended Plan, Fidelity Mutual proposes:

   -- to assume a reinsurance transaction with Commonwealth
      Annuity and Life Insurance Company; and

   -- that the amount of the holdback for retained liabilities
      be increased to $10 million

Preliminary approval of the Plan was granted by the Commonwealth
Court on Aug. 29, 2006.

If the proposed transaction is approved, Fidelity will transfer
to Commonwealth Annuity 100% of its insurance business along with
the assets needed to support the transferred business.

Fidelity will also make a significant cash distribution to persons
who were mutual members as of Aug. 31, 2001, in exchange for the
extinguishment of their mutual member interests.  Thereafter,
Fidelity will dissolve, and the transferred contracts will
continue in force as obligations of Commonwealth Annuity.

Commonwealth Annuity is a subsidiary of The Goldman Sachs
Group Inc., which has an equity market capitalization of
approximately $90 billion.  As of Dec. 31, 2006, Commonwealth
Annuity had an A.M. Best financial strength rating of "A-"
with a stable outlook, and had statutory capital and surplus
of $374.1 million.

Interested parties may present their objections or comments
either by:

   * appearing before the Court at a hearing scheduled on
     Sept. 26, 2007; or

   * submitting them in writing so as to be received no later
     than Sept. 17, 2007, by:

     a) Office of the Prothonotary
        Commonwealth Court of Pennsylvania
        6th floor
        South Office Building
        Harrisburg, PA 17120

     b) Counsel for the Rehabilitator
        Attn: Thomas A. Leonard, Esq.
        Obermayer Rebmann Maxwell & Hippel LLP
        19th Floor
        1617 JFK Blvd.
        Philadelphia, PA 19103-1895

The ongoing rehabilitation of The Fidelity Mutual Life Insurance
Company -- https://www.fmlic.com/ -- involves the largest
insolvency of an insurance company in Pennsylvania.  Fidelity has
more than $1 billion in assets.  Adelman, Lavine Gold and Levin --
http://www.adelmanlaw.com/-- represents Fidelity's Policyholders'
Committee.


FIDELITY NATIONAL: Earns $148 Million in Second Quarter 2007
------------------------------------------------------------
Fidelity National Information Services Inc. recorded consolidated
revenue increased to $1.2 billion and net earnings increased to
$148 million, which includes a $58 million after-tax gain on the
sale of Covansys Corporation common stock.

FIS reported revenue growth of 15.1%, adjusted EBITDA growth of
10.9% and adjusted cash earnings per diluted share of $0.59.  "We
are very pleased with the outstanding second quarter results and
the strong contribution from each of our businesses," stated FIS
executive chairman William P. Foley, II.  "We are also very
excited about our pending merger with eFunds, which will
strengthen our competitive position adding scale, additional
product capability, and broader global reach."

                        Segment Information

FIS' Transaction Processing Services generated revenue of
$709.7 million, or 16% over the prior-year period, driven by 44.3%
growth in International, 11% growth in Enterprise Solutions and
9.1% growth in Integrated Financial Solutions.  Strong new sales,
expansion within the existing client base and the Company's item
processing operation in Brazil contributed to the strong revenue
growth.

Lender Processing Services' revenue increased 13.3% to
$462.5 million, driven by 20.3% growth in Information Services,
which continues to benefit from strong results within default
solutions, appraisal, and title and settlement services.  The
decline from the prior year quarter is primarily the result of
significant growth in lower margin appraisal volumes.

Corporate expense for the second quarter of 2007 totaled
$21 million.  The $2.1 million increase compared to the prior year
quarter is attributable to a $4 million increase in stock option
expense.  The effective tax rate was 36.9%.

                     Intent to Buy EFD/eFunds

On June 27, 2007, FIS announced a definitive agreement to acquire
EFD/eFunds Corporation in an all cash transaction valued at
approximately $1.8 billion.  The transaction is expected to be
completed by the end of the third quarter of 2007, subject to
certain regulatory approvals, approval by EFD shareholders and
customary closing conditions.  The transaction is expected to be
neutral to cash earnings per diluted share in 2007. Including
synergies, the transaction is expected to be accretive to adjusted
cash earnings per diluted share in 2008.

                              Outlook

The company reiterates its full year guidance for adjusted
earnings per diluted share of $1.97 to $2.03, and adjusted cash
earnings per diluted share of $2.47 to $2.53. Management expects
2007 pro forma revenue growth of 9% to 11% (compared to previous
guidance of 7% to 9%) and adjusted pro forma EBITDA growth to
approach the high end of its previously announced guidance of 10%
to 12%.

                             About FIS

Fidelity National Information Services Inc. (NYSE: FIS) --
http://www.fidelityinfoservices.com/-- provides core processing
for financial institutions; card issuer and transaction processing
services; mortgage loan processing and mortgage-related
information products; and outsourcing services to financial
institutions, retailers, mortgage lenders and real estate
professionals.  FIS has processing and technology relationships
with 35 of the top 50 global banks, including nine of the top 10.
About 50% of all U.S. residential mortgages are processed using
FIS software.  FIS is a member of Standard and Poor's (S&P) 500(R)
Index and has been ranked the number one banking service provider
in the world by American Banker and the research firm Financial
Insights and the number two overall financial technology provider
in the annual FinTech 100 rankings.  Headquartered in
Jacksonville, Fla., FIS maintains a strong global presence,
serving more than 7,800 financial institutions in more than 60
countries worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Fitch Ratings has placed these Fidelity National Information
Services' ratings on Rating Watch Negative including the company's
issuer default rating 'BB+'; $3 billion senior unsecured credit
facilities 'BB+',  consisting of a $2.1 billion term loan and a
$900 million revolving credit facility; and senior unsecured notes
'BB+'.

At the same time, Standard & Poor's Ratings Services placed its
'BB+' corporate credit and senior unsecured ratings for Fidelity
National Information Services on CreditWatch with negative
implications.

Also, Moody's Investors Service placed the Ba1 corporate family
rating for Fidelity National Information Services on review for
possible downgrade following FIS's plan to acquire EFD/eFunds
Corporation.


FINANCE AMERICA: Moody's Downgrades Ratings on Four Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded four certificates from
Finance America Mortgage Loan Trust 2004-1 and 2004-2.  The
transactions are backed by primarily first lien adjustable and
fixed rate subprime mortgage loans originated by Finance America,
LLC.

The securities have been downgraded because existing credit
enhancement levels may be low given the current projected losses
on the underlying pools.  Overcollateralization has declined due
to losses in both transactions.  Both transactions have stepped
down, causing the subordinated certificates to start receiving
their share of unscheduled prepayments.  In addition, the severity
of loss on liquidated loans has begun to increase.

Moody's complete rating actions are:

Issuer: Finance America Mortgage Loan Trust

Downgrade:

-- Series 2004-1: Class M6, downgraded to Baa2 from A3;
-- Series 2004-1; Class M7, downgraded to Ba2 from Baa1;
-- Series 2004-1; Class M8, downgraded to B3 from Baa2;
-- Series 2004-2; Class M-9, downgraded to Ba2 from Baa3.


FOLDERATM INC: Reduces Workforce to 23 Employees to Cut Costs
-------------------------------------------------------------
FolderaTM Inc. has reduced its workforce from 47 to 23 employees
as part of an overall strategy to substantially reduce costs until
the company obtains meaningful revenue.  The reduction in force
will result in a $100,000 special charge against third-quarter
earnings.

"To lower costs while attempting to sustain our pace of adding
additional product feature sets and functionality, we have
substantially reduced our domestic headcount and transferred a
significant portion of our lower level software code development
to our existing ten contract software developers in India," said
Richard Lusk, Foldera's CEO and Founder.  "Additionally, in a
further move to lower our cost structure, I will not take a salary
for the foreseeable future.  I expect the combination of these
initiatives will reduce our monthly burn rate roughly $225,000 to
the vicinity of $425,000."

"I believe these initiatives, combined with our continued efforts
to raise additional capital, will provide the appropriate
foundation for us to realize the long-term vision that I have
always had for our businessm," Mr. Lusk added.

"I would like to thank the team, both past and present, for all of
their hard work, dedication and personal sacrifice," Mr. Lusk
concluded.

Additionally, Foldera's board of directors has authorized company
management to begin interviewing investment banking firms as part
of an effort to explore strategic alternatives to maximize
shareholder value.  The interview process is expected to take
several months and there is no assurance that the exploration of
strategic alternatives will result in a transaction.

The company does not expect to disclose additional details unless
and until its board has approved a specific transaction.

                       About FolderaTM Inc.

Headquartered in Huntington Beach, California, FolderaTM (OTCBB:
FDRA) -- http://www.foldera.com/-- is the secure and easy-to-use
service that instantly organizes workflow.  Founded in 2001,
Foldera is a publicly traded company that combines web-based
email, a file manager, a task manager, a calendar, a contact
manager, and sharable folders into a unified productivity suite,
available with a single login from any web browser.

                       Going Concern Doubt

Weaver and Tidwell, LLP, expressed substantial doubt about
Integrated Security Systems, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended June 30, 2006 and 2005.  The auditing firm
pointed to the company's significant losses from operations.


GE COMMERCIAL: Fitch Holds Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch Ratings affirms GE Commercial Mortgage Corporation
commercial mortgage pass-through certificates, series 2005-C1 as:

    -- $34.5 million class A-1 at 'AAA';
    -- $419.3 million class A-2 at 'AAA';
    -- $155 million class A-3 at 'AAA';
    -- $36.8 million class A-4 at 'AAA';
    -- $48.2 million class A-AB at 'AAA'; LCM VII
    -- $457.9 million class A-5 at 'AAA';
    -- $145.3 million class A-1A at 'AAA';
    -- $110.9 million class A-J at 'AAA';
    -- Interest-only class X-P at 'AAA';
    -- Interest-only class X-C at 'AAA';
    -- $41.9 million class B at 'AA';
    -- $16.7 million class C at 'AA-';
    -- $27.2 million class D at 'A';
    -- $14.6 million class E at 'A-';
    -- $23 million class F at 'BBB+';
    -- $14.6 million class G at 'BBB';
    -- $25.1 million class H at 'BBB-';
    -- $4.2 million class J at 'BB+';
    -- $8.4 million class K at 'BB';
    -- $10.5 million class L at 'BB-';
    -- $2.1 million class M at 'B+';
    -- $6.3 million class N at 'B'; and
    -- $4.2 million class O at 'B-'.

Fitch does not rate the $25.1 million class P certificates.

The affirmations reflect stable performance and minimal paydown
since issuance.  As of the July 2007 distribution date, the
transaction has paid down 2.6% to $1.63 billion from $1.67 billion
at issuance.

There is currently one loan (1.1%) in special servicing.  The loan
is secured by a retail property in Chicago, IL.  The loan was
transferred to the special servicing in October 2005 due to
delinquency but has since become current.  The special servicer is
now monitoring litigation between the partners over control of the
borrower.

Fitch reviewed the four credit assessed loans in the pool,
Lakeside Mall (5.7%), Ward Centers (3.7%), Buckhead Station
Shopping Center (1.7%) and the Strategic Hotel Portfolio (1.5%).
All four loans maintain an investment grade credit assessment.

The Lakeside Mall is secured by a 1,478,375 square foot regional
mall located in Sterling Heights, MI and anchored by Sears,
Marshall Fields, JCPenney, Lord & Taylor and Marshall Field's Men
and Home.  The whole loan is comprised of two pari-passu A-notes,
of which only the A-1 note is included in this transaction.
Occupancy declined to 93.6% as of April 2007 from 97% at issuance.

The Ward Centers is a 270,961 sf retail center in Honolulu, HI,
which is part of the Victoria Ward development.  Year-end 2006
occupancy improved slightly to 98% from 97% at issuance.

The Buckhead Station Shopping Center is collateralized by a
234,757 sf, two-story, power center in Atlanta, GA and is anchored
by Toys 'R Us, Bed, Bath & Beyond, TJ Maxx, DSW Shoes and Old
Navy.  YE 2006 occupancy decreased to 89.7% from 97% at issuance.

The Strategic Hotel Portfolio is secured by a portfolio of three
Hyatt Regency hotels in New Orleans, LA, La Jolla, CA and Phoenix,
AZ, respectively.  The whole loan comprises four pari-passu A-
notes and a B note, of which only the A-4 note is included in this
transaction.  The 27-story, Hyatt Regency New Orleans experienced
severe damage due to Hurricane Katrina. The hotel is currently
closed for repair.  The hotel is not expected to reopen until
summer 2008.   The borrower continues to maintain a blanket
insurance policy on all three hotels.  The insurance advances, and
excess revenues from the other two hotels are being used to fund
debt service on the loan.  Fitch will continue to monitor the
repair status of this hotel to assess future performance.


GE COMMERCIAL: Fitch Affirms Low-B Ratings on Three Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirms GE Commercial Mortgage Corporation
commercial mortgage pass-through certificates, series 2005-C2 as:

    -- $333 million class A-2 at 'AAA';
    -- $132.4 million class A-3 at 'AAA';
    -- $72.4 million class A-AB at 'AAA';
    -- $445.4 million class A-4 at 'AAA';
    -- $444.9 million class A-1A at 'AAA';
    -- $149.1 million class A-J at 'AAA';
    -- Interest-only class X-P at 'AAA';
    -- Interest-only class X-C at 'AAA';
    -- $14 million class B at 'AA+';
    -- $30.3 million class C at 'AA';
    -- $16.3 million class D at 'AA-';
    -- $25.6 million class E at 'A';
    -- $16.3 million class F at 'A-';
    -- $21 million class G at 'BBB+';
    -- $16.3 million class H at 'BBB';
    -- $21 million class J at 'BBB-';
    -- $9.3 million class K at 'BB+';
    -- $7 million class L at 'BB';
    -- $9.3 million class M at 'BB-'.

Fitch does not rate classes N, O, P and Q certificates. Class A-1
has paid off in full.

The affirmations reflect stable performance and minimal paydown
since issuance.  As of the July 2007 distribution date, the
transaction has paid down 3.4% to $1.8 billion from $1.86 billion
at issuance.

Fitch reviewed the four credit assessed loans in the pool, General
Motors Building (9.2%), Loews Miami Beach (4%), Campus Club
Apartments (1%), and Sterling University Trails (0.9%).  All loans
maintain an investment grade credit assessment.

The General Motors Building loan is secured by a 1,905,103-square
foot office building with a retail component located in midtown
Manhattan, NY.  The whole loan comprises six pari-passu A-notes
and a B note, of which only the A-2 and A-3 notes are included in
this transaction.  YE 2006 occupancy increased to 98.2% from 96.3%
at issuance.

The Loews Miami Beach loan is secured by a 790-room full service
hotel property located in Miami Beach, FL.  The whole loan
comprises three pari-passu A-notes, of which only the A-2 note is
included in this transaction.  Average occupancy as of year end
2006 increased to 82.9% from 80.8% at issuance.  YE 2006 Revenue
per Average Room increased to $225 from $184.68 at issuance.

The Campus Club Apartments loan is secured by a 276-unit
multifamily/student - housing property located in Statesboro, GA.
Although YE 2006 occupancy decreased to 83.4% compared to 97.4% at
issuance, servicer reported Net Operating Income increased by 6%.


The Sterling University Trails loan is secured by a 240-unit
multifamily/student - housing property located in Lubbock, TX.
Occupancy as of April 2007 increased slightly to 96.5% from 96.1%
at issuance.  Although occupancy is currently stabilized, servicer
reported YE 2006 NOI decreased 36% from underwriting, primarily
due to reduced rental income as a result of occupancy fluctuation
during the year.  Fitch will continue to monitor the performance
of this loan.


G-FORCE 2005-RR: Fitch Holds Low-B Ratings to Six Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirmed all classes of G-FORCE 2005-RR LLC, series
2005-RR, commercial mortgage-backed securities pass-through
certificates as:

    -- $86.1 million class A-1 at 'AAA';
    -- $220 million class A-2 at 'AAA';
    -- Interest-only class X at 'AAA'
    -- $40.2 million class B at 'AA';
    -- $25.1 million class C 'A';
    -- $5 million class D at 'A-';
    -- $17 million class E at 'BBB+';
    -- $8.2 million class F at 'BBB';
    -- $10.7 million class G at 'BBB-';
    -- $14.5 million class H at 'BB+';
    -- $6.3 million class J at 'BB';
    -- $5.7 million class K at 'BB-';
    -- $7.5 million class L at 'B+';
    -- $4.4 million class M at 'B';
    -- $5 million class N at 'B-'.

Classes O-1 through O-6 are not rated by Fitch.

G-FORCE 2005-RR is a static CMBS resecuritization, which closed
Feb. 22, 2005.  G Funds Asset Management, LLC, of which the sole
members are Capmark Investments, LP (rated 'CAM1' by Fitch) and
Goff Moore Strategic Partners, LP, serves as the collateral
administrator.

The affirmations reflect the expected performance of the
underlying collateral.  The certificates are collateralized by all
or a portion of 42 classes of fixed rate CMBS in 16 separate
underlying transactions.  One asset, about s3.5% of the par value,
is the first loss class within its respective transaction.  Two
other assets (3.61% of the portfolio) have credit enhancements
below 0.5%.

Since Fitch's last review in August 2006 and as of the June 2007
trustee report, the transaction has been reduced by 0.49%, of
which 0.13% was realized losses to the class O and 0.36% were
repayments to the class A.  Since issuance, realized losses of
$0.65 million (0.13% of the collateral) have been absorbed by
class O-6 and repayments of $13.9 million (2.77% of the
collateral) have reduced the class A liabilities.

About 22.7% of the portfolio was upgraded a weighted average of
two notches and 3.5% was downgraded four notches.  Based on
Fitch's actual rating or on Fitch's internal credit assessment for
those classes not rated by Fitch, the weighted average rating
factor of the underlying bonds has remained stable in the 'BB/BB-'
category since last review and at issuance.  The CMBS assets in
the collateral pool ranges from the 1996 vintage to the 2000
vintage, with about eight to nine years of seasoning.  All
underlying transactions have a named special servicer with a Fitch
rating of 'CSS1'.

Delinquencies in the underlying transactions are: 30 days (0.07%);
60 days (0%); 90 days or more (0.14%); foreclosure (0.01%) and REO
(0.38%).

The ratings of all classes address the likelihood that investors
will receive full and timely payment of interest, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.  The ratings on the interest-only
class X address only the likelihood of receiving interest payments
while principal on the related certificates remain outstanding.


HARRAH'S ENTERTAINMENT: Declares $0.40 Per Share Cash Dividend
--------------------------------------------------------------
Harrah's Entertainment, Inc.'s board of directors has declared
a regular quarterly cash dividend of $0.40 per share, payable
Aug. 22, 2007, to stockholders of record as of the close of
business on Aug. 8, 2007.  Harrah's shares will begin trading
ex-dividend on Aug. 6, 2007.

Headquartered in Las Vegas, Nevada, Harrah's Entertainment, Inc.
(NYSE: HET) -- http://www.harrahs.com/-- is a gaming
corporation that owns and operates casinos, hotels, and five
golf courses under several brands on four continents.  The
company's properties operate primarily under the Harrah's,
Caesars and Horseshoe brand names; Harrah's also owns the London
Clubs International family of casinos.  In January, it signed a
joint venture agreement with Baha Mar Resorts Ltd. to operate a
resort in Bahamas.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Fitch Ratings may downgrade Harrah's Entertainment Inc.'s Issuer
Default Rating into the 'B' category from its current 'BB+' rating
based on the planned capital structure for its leveraged buyout by
Apollo Management and Texas Pacific Group, which was outlined in
its preliminary proxy statement.


HOST HOTELS: Joint Venture Closes Acquisition of Three Properties
-----------------------------------------------------------------
Host Hotels & Resorts Inc. reported that its joint venture in the
Netherlands with Stichting Pensioenfonds ABP, the Dutch pension
fund for public employees, and an affiliate of GIC Real Estate Pte
Ltd, the real estate investment company of the Government of
Singapore Investment Corporation Pte Ltd, completed the purchase
of three properties in Brussels, Belgium.

The three properties purchased by the joint venture include the
262-room Renaissance Brussels Hotel, the 218-room Brussels
Marriott Hotel and the Marriott Executive Apartments comprised of
57 apartments.  In conjunction with the acquisition, the joint
venture closed on a EUR70.5 million mortgage loan with an interest
rate under 5.65% maturing in 2014.

The joint venture now owns ten properties in five countries
including:

    -- Hotel Arts; Barcelona, Spain
    -- The Westin Palace, Madrid; Madrid, Spain
    -- Sheraton Roma Hotel & Conference Center; Rome, Italy
    -- The Westin Palace, Milan; Milan, Italy
    -- The Westin Europa & Regina; Venice, Italy
    -- Sheraton Skyline Hotel & Conference Center; Hayes, England
    -- Sheraton Warsaw Hotel & Towers; Warsaw, Poland
    -- Renaissance Brussels Hotel; Brussels, Belgium
    -- Brussels Marriott Hotel; Brussels, Belgium
    -- Marriott Executive Apartments, Brussels, European Quarter;
       Brussels, Belgium

Host Hotels & Resorts, Inc. -- http://www.hosthotels.com/--  
(NYSE:HST) is a lodging real estate investment trust and owns
luxury and upper upscale hotels.  The company currently owns 121
properties with approximately 64,000 rooms, and also holds a
minority interest in a joint venture that owns seven hotels in
Europe with approximately 2,700 rooms.  Guided by a disciplined
approach to capital allocation and aggressive asset management,
the company partners with premium brands such as Marriott(R),
Ritz-Carlton(R), Westin(R), Sheraton(R), W(R), St. Regis(R),
The Luxury Collection(R), Hyatt(R), Fairmont(R), Four Seasons(R),
Hilton(R) and Swissotel(R) in the operation of properties in over
50 major markets worldwide, including Mexico and Italy.

                        *     *     *

As reported in the Troubled Company Reporter on May 7, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Host Hotels to positive from stable.  All ratings on the company,
including the 'BB' corporate credit rating, were affirmed.


HUNT REFINING: Moody's Rates Corporate Family Rating at B2
----------------------------------------------------------
Moody's assigned first time ratings to Hunt Refining Company, a
wholly owned subsidiary of Hunt Consolidated, Inc. which Moody's
does not currently rate.

Moody's assigned a B2 corporate family rating, a B2 probability of
default rating, and a B1 (LGD 3; 40%) rating to the company's
$760 million of first lien credit facilities which are comprised
of:

   i. a $130 million revolving tranche A construction facility
      with a term option,

  ii. a $200 million term loan B,

iii. a $200 million delayed draw term loan B,

  iv. a $100 million pre-funded letter of credit facility
      (Synthetic L/C Facility), and

   v. a $130 million revolving credit facility. The ratings
      outlook is stable.

The new facilities, along with about $100 million of Gulf
Opportunity Zone Bonds, will be used to fund the $729 million
expansion of the company's Tuscaloosa refinery.  The facilities
provide liquidity for an additional $100 million of contingency if
required.  However, the current ratings assume that Hunt receives
a significant allocation of the GOZONE bonds from the state of
Alabama, and are predicated on Moody's review of the final
documentation of the credit facilities.

The stable outlook assumes that HRC receives the required permits
by September 30, 2008 and that the project is completed on time
and within budget.  However, if the permits are not received by
then or if the project costs escalate beyond the current
$100 million contingency, the outlook and/or rating would likely
face downward pressure, especially if project cost overruns are
debt funded.

In addition, if the hedges were to be significantly out of the
money resulting in additional financial obligations, if future
commodity prices significantly decline before HRC could protect
pricing beyond 2011, or if HRC were to make any leveraging
acquisitions, the ratings could face negative pressure.

Conversely, if the project were to come in under budget and ahead
of schedule, asphalt prices were to remain supportive, and/or
expectations for commodity prices were to remain supportive
indicating the possibility of more accelerated debt pay down,
there could be positive ratings momentum although that remains
unlikely before project completion.

The assignment of the B2 rating reflects a company whose profile
consists of a small, low complexity, niche refinery that has
historically experienced uneven financial performance despite very
strong upcycle conditions.  While HRC has two smaller asphalt
refineries in Mississippi, the Tuscaloosa plant currently accounts
for about 94% of the company's consolidated EBITDA and
approximately 85% of total 2006 throughput capacity of 53,371
barrels per day.

This ranks among the smallest in the rated peer group and
essentially results in a single refinery risk. The risk would be
amplified if the refinery experienced unexpected downtime while
still being required to settle its product and crude hedges.  The
B2 also reflects that the project will be largely debt financed
and will result in very high pro forma leverage at close that will
place it among the highest for the rated independent refiners.

Although the debt being raised is for a significant expansion that
will add value to the existing refinery rather than normal
corporate activity or acquisitions, HRC's metric will be more than
double that of any other refiner when the debt is fully funded.
The CFR currently factors the potential need for the project
contingency to be funded especially given that about 60% of the
project costs are variable.  The company could face cost overruns
in excess of this contingency as market conditions for refining
expansion projects remain very tight.

The B2 CFR benefits from the strong refining environment, HRC's
ability to sell its products into the high demand northeast
markets through the Colonial Pipeline, and the utilization of
hedges that should enable HRC to capture the favorable economics
on both the crude side and the product side.  In addition, the CFR
also benefits from HRC's position as a leading provider of asphalt
in Alabama and its surrounding markets, and the presence of a
direct crude feed delayed coker unit which gives HRC sufficient
flexibility to take advantage of both higher asphalt or higher
light product margins, or switch the product slate when one is
significantly more favorable than the other.

The ratings also receive a degree of support as a result of the
ownership by Hunt Consolidated Inc.  While the HRC debt is non-
recourse to HCI, the Hunt family has owned and operated HRC since
the Tuscaloosa refinery was constructed in 1946.  Moody's believes
that HRC remains an important, strategic asset of HCI.

Currently, the project costs are estimated to be at least
$729 million of which $576.2 million is for the construction of
the project with the balance to fund interest during construction,
a 6-month debt service reserve account, and fees.  The company has
also built in an additional $100 million contingency to cover cost
overruns.  Total project costs are expected to be funded with
proceeds from the construction facility, the term loan B
facilities, a pending $100 million GOZONE bond issuance, and
cashflow given that the refinery is expected to continue its
operations while the project is mostly built on land adjacent to
the refinery.

The synthetic L/C facility may be used to backstop the hedging
obligations the company may face if it defaults under the hedges.
To the extent the exposure exceeds the L/C facility, those
additional obligations would be pari-passu with the first lien
lenders.  The $130 million revolving facility will be available
for working capital needs and will also have a $50 million
sublimit for project cost overruns and/or cashflow shortfalls
during the construction period.

Hunt Refining is a wholly-owned subsidiary of Hunt Consolidated
Inc and is headquartered in Tuscaloosa, Alabama.


HUNTER DEFENSE: S&P Rates Proposed $185MM Credit Facilities at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Hunter Defense Technologies Inc.  The outlook is
stable.  At the same time, Standard & Poor's assigned its 'BB'
bank loan and '1' recovery rating to the company's proposed
$185 million first-lien credit facilities, indicating expectations
of very high recovery (90%-100%) in the event of payment default.
The proposed $80 million second-lien term loan is assigned a 'B-'
bank loan and '6' recovery rating, indicating expectations of
negligible (0%-10%) recovery.

"The ratings on Hunter Defense reflect poor credit protection
measures resulting from high debt leverage, a modest revenue base
[$150 million-$200 million], and limited product and program
diversity," said Standard & Poor's credit analyst Christopher
DeNicolo.  "These factors are offset somewhat by a favorable
environment for defense spending and leading positions in niche
markets," the analyst continued.

The proceeds from the new credit facility will be used to
partially finance the acquisition of the company by Metalmark
Capital LLC for approximately $350 million, including fees and
expenses.  Although Metalmark and management will be contributing
about $105 million in equity, leverage will be high, with pro
forma debt to EBITDA of 5.5x and debt to capital around 70%.
Other credit protection measures are also expected to be weak,
with funds from operations to debt in the 5%-10% range and EBITDA
interest coverage of 1.5x-2x.  Modest improvement is expected over
the intermediate term as debt is repaid with excess cash flows.
Although the company has historically grown through acquisitions,
no significant purchases are expected in the near term.

Solon, Ohio-based Hunter Defense manufactures tactical shelters
(38% of fiscal 2007 revenues), power & temperature control
equipment (36%), and chemical, biological, radiological, & nuclear
filters and systems (14%) for military and homeland security
applications.  Defense spending has been robust over the past few
years due to the war in Iraq and the global war on terrorism,
resulting in solid demand for the Hunter Defense's products.
However, the firm's modest size and limited product diversity make
it susceptible to delays in funding, as occurred in the first
quarter of fiscal 2007 (ended Sept. 30, 2007), or changing
spending priorities.  Although the growth in defense spending is
likely to slow, the longer term trends of expeditionary warfare
and extended deployments of U.S. troops are favorable.

A favorable environment for defense spending in the near term
should result in growing revenues, earnings, and cash flows,
enabling the company to reduce debt and attain credit protection
measures appropriate for current ratings.  The outlook could be
revised to negative if a delay or cut in military funding
materially reduces demand for the company's products.  A revision
of the outlook to positive is not expected in the intermediate
term.


INFE HUMAN: Posts $459,684 Net Loss in Quarter Ended May 31
-----------------------------------------------------------
INFe Human Resources Inc. reported a net loss of $459,684 on
revenues of $2.4 million for the second quarter ended May 31,
2007, compared with a net loss of $138,020 on revenues of
$1.1 million for the same period ended May 31, 2006.

The increase in revenue is primarily due to the Cosmo/Mazel
acquisition.

The increase in net loss is mainly due to the increase in loss
from Daniels Advisory Consulting operations.

Gross profits increased to $522,149 for the three months ended
May 31, 2007, compared to $159,007 for the three months ended
May 31, 2006.  The increase in gross profit relates to a decrease
in workers compensation costs and the replacing of lower margin
business with higher margin business.

Income from staffing operations for the three months ended May 31,
2007, increased to $122,359, compared to $69,339 for the three
months ended May 31, 2006.  The increase in income was a result of
acquisitions, and in particular the Cosmo/Mazel acquisition.

Loss from Daniels Advisory Consulting operations for the three
months ended May 31, 2007, was $426,147 compared to $123,949 for
the three months ended May 31, 2006.  During the quarter, Daniels
incurred substantial costs for presenting Corporate Development -
Growth Strategies to potential clients that are OTC: BB companies.
The Strategies presented centered on roll-ups in market niches in
their specific industries and the specifics of leveraged
transactions and their benefit, including achieving the critical
mass to achieve American Stock Exchange Listing.

Interest expense was $155,896 and $93,348 for the three months
ended May 31, 2007 and 2006, respectively.

At May 31, 2007, the company's consolidated balance sheet showed
$3.6 million in total assets, $3.4 million in total liabilities,
and $213,509 in total stockholders' equity.

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

                       Going Concern Doubt

Miller, Ellin & Company LLP, in New York, epxressed substantial
doubt about INFe Human Resources Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Nov. 30, 2006.  The auditing firm
pointed to the company's net losses for the years ended Nov. 30,
2006, and 2005, and the company's long term liabilities and
current operating expenses which are substantially in excess of
its working capital.

                         About INFe Human

INFe Human Resources Inc. (OTC BB: IFHR.OB) through its
subsidiaries, provides human resource administrative management,
executive compensation plans, and staffing services to client
companies in the United States.

Daniels Corporate Advisory Company Inc., the company's wholly
owned subsidiary, offers corporate financial consulting and
merchant banking.


INFRASOURCE SERVICES: Posts $1MM Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
InfraSource Services Inc. reported a net loss of $1 million for
the first quarter ended March 31, 2007, compared with net income
of $2.5 million for the same period ended March 31, 2006.

The first quarter net loss of $1 million included $2.2 million,
net of tax, in transaction costs related to the pending merger
with Quanta Services Inc.  Excluding the transaction costs, net
income for the first quarter would have been $1.2 million.

Revenues for the first quarter 2007 were $203.8 million, down
slightly from $214.3 million for the same quarter in 2006, due to
lower volumes of work in the company's natural gas business
related to declining housing starts, the planned exit of certain
low margin natural gas contracts and the impact of adverse
weather.

                             Backlog

At the end of the first quarter 2007, total backlog was
$1.05 billion, 16% higher than at the end of the fourth quarter
2006.  This increase was related primarily to additional electric
backlog, including the contract with American Transmission
Company.

David Helwig, chairman, president and chief executive officer,
said, "We are very pleased with the sequential increase in our
backlog.  The level of activity in our end markets remains strong
indicating favorable prospects for continued long-term growth.  We
are actively involved in the merger planning process and very
excited about the future of the combined company."

At March 31, 2007, the company's balance sheet showed
$550.1 million in total assets, $209.8 million in total
liabilities, and $340.3 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?2034

                    About InfraSource Services

Headquartered in Media, Pennsylvania, InfraSource Services Inc.
(NYSE:IFS) - http://www.infrasourceinc.com/-- is a specialty
contractor servicing electric, natural gas and telecommunications
infrastructure in the United States.  InfraSource designs, builds,
and maintains transmission and distribution networks for
utilities, power producers, and industrial customers.

                          *     *     *

Standard and Poor's assigned Infrasource Services Inc.'s Foreign
and Local Issuer Credit at BB- on May 7, 2004.


INTEGRATED SECURITY: Exploring Strategic Alternatives
-----------------------------------------------------
Integrated Security Systems Inc. is exploring strategic
alternatives and opportunities to enhance shareholder value and
expand market presence, which may include a possible sale of all
or part of the company.

The company has not engaged the assistance of a financial advisor
to facilitate the consummation of any specific transaction and
there is no definite timetable for the process.

Over the past months, the company was approached by and engaged in
preliminary discussions with multiple parties regarding a possible
sale of all or part of the company.  To date, however, these
discussions have not resulted in definitive offers but remain
ongoing.  The primary objective of the discussions is to enhance
the value of the company for the benefit of the shareholders as
well as improving market and product coverage.

In addition, the company is exploring a wide range of other
strategic alternatives and alliances to enhance shareholder value
and market position.  The actions may not result in any changes to
the company's current or future plans or operations.

The company remains committed to the long-term growth of its
security solutions and technologies while maintaining the highest
possible levels of customer satisfaction and support.  There is
also no assurance that any transaction will be consummated.

Headquartered in Carrollton, Texas, Integrated Security Systems
Inc. (OTCBB: IZZI) - http://www.integratedsecurity.com/-- is a
technology company that provides products and services for
homeland security needs.  ISSI also designs, develops and markets
safety equipment and security software to the commercial,
industrial and governmental marketplaces.  ISSI's Intelli-Site(R)
provides users with a software solution that integrates existing
subsystems from multiple vendors without incurring the additional
costs associated with upgrades or replacement.  ISSI designs,
manufactures and distributes warning gates, lane changers, airport
and navigational lighting and perimeter security gates and
operators.  ISSI conducts its design, development, manufacturing
and distribution activities through three wholly owned
subsidiaries: B&B ARMR, Intelli-Site Inc. and DoorTek Corporation.

At March 31, 2007, the company's balance sheet showed total assets
of $8.7 million, total liabilities of $16. million, resulting to
total shareholders' deficit of $8.3 million.


ITRON INC: Earns $7.2 Million in First Quarter Ended March 31
-------------------------------------------------------------
Itron Inc. reported net income of $7.2 million for the first
quarter ended March 31, 2007, compared with net income of
$7.1 million for the same period ended March 31, 2006.

Total revenues for the first quarter of 2007 of $147.9 million
were approximately $7.6 million, or 5%, lower than 2006 first
quarter revenues of $155.6 million.

"First quarter revenues were in line with our projections and our
prior discussions about lower revenue expectations in the first
half of the year compared to the second half," said LeRoy Nosbaum,
chairman and chief executive officer.  "We had a tough comparison
this quarter given the exceptional first quarter we had last
year.  As we said coming into 2007, this will be an interesting
year as the industry builds momentum for AMI (advanced metering
infrastructure).  Our AMI development, conversion to a new ERP
system in the first quarter and other activities produced some
higher expenses.  Obviously our highlight of the quarter was our
acquisition of Actaris which brings us a diversification of
revenue and a geographical platform that should allow for nice
growth going forward."

Total gross margin of 41% was two percentage points lower
in the first quarter of 2007 compared with the same period of
2006.

Total operating expenses for the first quarter of 2007 were
$52 million, an increase of approximately $4 million compared with
the first quarter of 2006.  Research and development expenses were
higher in 2007 primarily related to the advanced metering
infrastructure (AMI) initiative, OpenWay.  General and
administrative expenses were higher in 2007 due to expenses
related to the acquisition of Actaris, increased professional
services and depreciation expense associated with the new ERP
system and higher expenses related to maintaining two corporate
facilities, one of which is held for sale.

Stock-based compensation expenses of $2.9 million were $800,000
higher than the $2.1 million in 2006.

Interest income of $6.1 million in the first quarter of 2007 was
substantially higher than the $362,000 in the comparable
period of 2006.

Net cash provided by operating activities was $9 million for the
first quarter of 2007, compared with $37 million in the first
quarter of 2006.  The decrease was primarily the result of an
increase in accounts receivable due to delayed invoicing and
decreased collection activity related to our conversion to a new
ERP system on Jan. 1, 2007.  Earnings before interest, taxes,
depreciation and amortization (EBITDA) in the first quarter of
2007, was $22 million compared with $29 million for the same
period in 2006.  The lower EBITDA in 2007 was due primarily to
decreased operating income.

At March 31, 2007, the company's balance sheet showed
$1.24 billion in total assets, $606.3 million in total
liabilities, and $632.8 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?2027

                         About Itron Inc.

Itron Inc. (NASDAQ: ITRI) -- http://www.itron.com/-- provides
solutions to electric, gas and water utilities worldwide to enable
them to optimize the delivery and use of energy and water.
Solutions include electric meters, handheld computers, mobile and
fixed network automated meter reading (AMR), advanced metering
infrastructure (AMI), water leak detection and related software
and services.  Additionally, the company sells enterprise software
to manage, analyze and forecast important utility data.

                           *     *     *

As reported in the Troubled Company Reporter on April 20, 2007,
Standard & Poor's Ratings Services lowered its ratings on Itron
Inc., including its corporate credit rating to 'B+' from 'BB-',
following the completion of the company's acquisition of Actaris
Metering Systems.


LEAR CORP: Terminated Agreement Cues S&P to Lift Rating to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Lear Corp. to 'B+' from 'B' and removed the ratings from
CreditWatch with positive implications where they were placed on
July 17, 2007.  The upgrade follows the termination of the
agreement to purchase Lear by Carl Icahn-controlled American Real
Estate Partners, L.P., which would have added $1.5 billion of debt
to Lear's balance sheet.  The outlook is negative.

The upgrade reflects S&P's 2view that absent the increase in
Lear's leverage, the company's credit profile will remain
consistent with the 'B+' rating.  S&P do not expect any near-term
shifts in the company's business or financial strategies now that
Lear will remain independent.  Although S&P do not expect a second
attempt to acquire Lear, S&P note that AREP currently owns or
controls about 20% of Lear, and Carl Icahn's ability to purchase
the remainder without triggering the change of control language in
most of the rated public debt remains in effect.

The Southfield, Michigan-based auto supplier had total debt of
about $3.5 billion at March 31, 2007, including the present value
of operating leases and underfunded employee benefit liabilities.


LEHMAN BROTHERS: Fitch Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirmed Lehman Brothers-UBS commercial mortgage
pass-through certificates, series 2006-C1 as:

    -- $49.2 million class A-1 at 'AAA';
    -- $326 million class A-2 at 'AAA';
    -- $93 million class A-3 at 'AAA';
    -- $94 million class A-AB at 'AAA';
    -- $1.14 billion class A-4 at 'AAA';
    -- $245.6 million class A-M at 'AAA';
    -- $221 million class A-J at 'AAA';
    -- Interest-only class X-CL at 'AAA';
    -- Interest-only class X-CP at 'AAA';
    -- $15.4 million class B at 'AA+';
    -- $27.6 million class C at 'AA';
    -- $24.6 million class D at 'AA-';
    -- $18.4 million class E at 'A+';
    -- $21.5 million class F at 'A';
    -- $21.5 million class G at 'A-';
    -- $24.6 million class H at 'BBB+';
    -- $18.4 million class J at 'BBB';
    -- $24.6 million class K at 'BBB-';
    -- $12.3 million class L at 'BB+';
    -- $9.2 million class M at 'BB';
    -- $9.2 million class N at 'BB-';
    -- $7 million class IUU-1 at 'BBB+';
    -- $2.6 million class IUU-2 at 'BBB';
    -- $3.6 million class IUU-3 at 'BBB-';
    -- $1.9 million class IUU-4 at 'BB+';
    -- $1.3 million class IUU-5 at 'BB';
    -- $0.9 million class IUU-6 at 'BB-';
    -- $1 million class IUU-7 at 'B+';
    -- $1 million class IUU-8 at 'B';
    -- $1.1 million class IUU-9 at 'B-'.

Fitch does not rate the $6.1 million class P; $6.1 million class
Q; $6.1 million class S; $24.6 million class T or $6.9 million
class T certificates.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the July 2007 distribution
date, the pool's aggregate certificate balance has decreased 0.6%
to $2.47 billion from $2.48 billion at issuance. There is
currently one asset (0.2%) secured by a multi-family property in
Fort Lauderdale, FL which is 60+ days delinquent.

At issuance, Fitch credit assessed these seven loans (33.1%):

   i. 1301 Avenue of the Americas;
  ii. Triangle Town Center;
iii. Courtyard by Marriott portfolio;
  iv. One Financial;
   v. Intel Corporate Center;
  vi. U-Haul 26 portfolio; and
vii. U-Haul SAC portfolio.

These loans maintain their investment grade credit assessments
based on stable performance and occupancy levels since issuance.


LSI CORP: Earns $29.9 Million in First Quarter Ended April 1
------------------------------------------------------------
LSI Corp., fka. LSI Logic Corp., reported net income of
$29.8 million on revenues of $465.4 million for the first quarter
ended April 1, 2007, compared with net income of $13.2 million on
revenues of $475.9 million for the same period ended April 2,
2006.

LSI first quarter results do not include the results of the former
Agere Systems, as the merger transaction occurred April 2, after
the first quarter's close.

First quarter 2007 net income included $11.2 million of stock-
based compensation expense, and a net charge of $3.3 million from
special items, acquisition-related amortization, restructuring and
their related tax effect.

Cash and short-term investments totaled more than $1 billion at
quarter end.

"LSI had solid financial results in a challenging quarter," said
Abhi Talwalkar, LSI president and chief executive officer.  "Our
first quarter business was driven by continued strong sales of
storage semiconductor and system products, including a faster than
expected ramping of our entry level SAS storage systems for small
and medium businesses.  I am also pleased with our rapid progress
in integrating with Agere and identifying opportunities for
profitable growth.  I am confident that the competitive advantages
created by this merger will yield meaningful results in the coming
quarters."

"GAAP net income for the quarter was 2 cents per share higher than
our guidance, and our gross margin and operating expenses also
were better than guidance," said Bryon Look, LSI chief financial
officer.  "Our balance sheet remained strong with a net cash
position of $667 million.  The company generated operating cash
flows of $56 million for the quarter."

At April 1, 2007, the company's balance sheet showed $2.80 billion
in total assets, $865.2 million in total liabilities, $235,000 in
minority interest, and $1.94 billion in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 1, 2007, are available for
free at http://researcharchives.com/t/s?20de

                         About LSI Corp.

Based in Milpitas, California, LSI Logic Corporation (NYSE: LSI)
-- http://www.lsi.com/-- provides innovative silicon, systems and
software technologies that enable products which seamlessly bring
people, information and digital content together. The company
offers a broad portfolio of capabilities and services including
custom and standard product ICs, adapters, systems and software
that are trusted by the world's best known brands to power leading
solutions in the Storage, Networking and Mobility markets.

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Milpitas, California-based LSI Corp. to 'BB' from 'BB-'
and removed the rating from CreditWatch, where it was placed with
positive implications on March 15, 2007.  The outlook is positive.


LUIS POBLETE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Luis Ivan Poblete
        dba Poblete Real Estate.Com LLC
        dba Urban Surburban Real Estate LLC
        4130 16th Street Northwest
        Washington, DC 20011

Bankruptcy Case No.: 07-00374

Chapter 11 Petition Date: July 24, 2007

Court: District of Columbia

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Herbert A. Callihan, Esq.
                  Herbert A. Callihan, LLC
                  5000 Sunnyside Avenue, Suite 201
                  Beltsville, MD 20705
                  Tel: (301) 931-0700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


LVNV FUNDING: Moody's Rates Class B Notes at Ba2
------------------------------------------------
Moody's Investors Service rated two classes of notes issued by
LVNV Funding LLC.  LVNV Funding LLC is a revolving issuance
vehicle of consumer-related receivables.

The complete ratings actions are:

Issuer: LVNV Funding LLC

-- Up to $609 Million Class A notes, rated A2
-- Up to $91 Million Class B notes, rated Ba2


MASTR ASSET: S&P Junks Ratings on Two Certificate Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from three MASTR Asset Backed Securities Trust
transactions.  The rating on class M-6 from series 2002-OPT1
remains on CreditWatch, where it was placed with negative
implications on March 29, 2007.

The lowered ratings reflect pool performance that has caused
actual and projected credit support for the affected classes to
decline considerably.  All three transactions have experienced
losses that have eroded overcollateralization to significantly
below the target level of 0.50% of the original pool balances.
Furthermore, losses have escalated over the past six months; the
six-month average monthly loss for each transaction is greater
than the 12-month average monthly loss.

In addition, these transactions have higher-than-expected
foreclosure and REO amounts, with sums that exceed the current O/C
amounts.  Series 2002-OPT1 has severe delinquencies (90-plus days,
foreclosures, and REOs) that are approximately 4.21x the O/C;
series 2003-WMC2 has severe delinquencies that are approximately
3.79x the O/C; and series 2004-OPT1 has severe delinquencies that
are approximately 3.53x the O/C.  These performance trends have
caused projected credit support for the transactions to fall well
below the required levels.

Standard & Poor's will continue to closely monitor the performance
of series 2002-OPT1.  If delinquencies decline and the transaction
incurs no significant losses, S&P will affirm the rating and
remove it from CreditWatch.  Conversely, if the transaction incurs
considerable losses and the delinquencies continue to increase,
S&P will take further negative rating actions.

Subordination, excess interest, and O/C provide credit support for
the three transactions.  The underlying collateral backing the
certificates consists of both fixed- and adjustable-rate mortgage
loans secured by one- to four-family residential properties.

                         Ratings Lowered

               MASTR Asset Backed Securities Trust
             Residential mortgage-backed certificates

                                        Rating
                                        ------
          Series      Class       To              From
          ------      -----       --              -----
          2003-WMC2   M-4         BB              BBB+
          2003-WMC2   M-5         B               BBB
          2003-WMC2   M-6         CCC             BBB-
          2004-OPT1   M-6         B               BBB-
          2004-OPT1   M-7         CCC             BBB-

      Rating Lowered and Remaining on Creditwatch Negative

               MASTR Asset Backed Securities Trust
            Residential mortgage-backed certificates

                                       Rating
                                       ------
        Series      Class      To                 From
        ------      -----      --                 -----
        2002-OPT1   M-6        B/Watch Neg        BB/Watch Neg


MERITAGE MORTGAGE: S&P Lowers Ratings on Four Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage-backed certificates issued by Meritage
Mortgage Loan Trust 2004-2.  In addition, S&P affirmed 11 other
ratings from the same transaction.

The lowered ratings reflect poor collateral performance that has
allowed losses to consistently outpace excess interest and erode
credit support.  The deal has an overcollateralization amount of
0.17%, well below its target of 0.50%.  Cumulative losses are
1.71% of the original pool balance.  In addition, severe
delinquencies (90-plus days, REOs, and foreclosures) are 25.32% of
the current pool balance.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings on the certificates.
Credit support percentages are at least 0.61x the original credit
support percentages associated with the ratings.

The collateral for this transaction consists of fixed- and
adjustable-rate first-lien mortgage loans secured by one- to four-
family residential properties.

                            Ratings Lowered

                     Meritage Mortgage Loan Trust

                                           Rating
                                           ------
             Series     Class       To                From
             ------     -----       --                -----
             2004-2     M-9         BB                BBB
             2004-2     M-10        B                 BBB-
             2004-2     B-1         CCC               BB+
             2004-2     B-2         CCC               BB

                           Ratings Affirmed

                    Meritage Mortgage Loan Trust
             Series      Class                     Rating
             ------      -----                     ------
             2004-2      I-A1, II-A2, II-A3        AAA
             2004-2      M-1, M-2                  AA+
             2004-2      M-3                       AA
             2004-2      M-4                       AA-
             2004-2      M-5                       A+
             2004-2      M-6                       A
             2004-2      M-7                       A-
             2004-2      M-8                       BBB+


MERRILL LYNCH: Fitch Holds Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch Ratings upgraded two classes of Merrill Lynch Mortgage Trust
commercial mortgage securities 2004-MKB1 as:

    -- $27 million class B to 'AAA' from 'AA';
    -- $11 million class C to 'AA' from 'AA-'.

In addition, Fitch affirmed these classes:

    -- $22.8 million class A-1 at 'AAA';
    -- $379.8 million class A-2 at 'AAA';
    -- $65 million class A-3 at 'AAA';
    -- $169.7 million class A-4 at 'AAA';
    -- $153.4 million class A-1A at 'AAA';
    -- Interest only class XC at 'AAA';
    -- Interest only class XP at 'AAA';
    -- $25.7 million class D at 'A';
    -- $11 million class E at 'A-';
    -- $13.5 million class F at 'BBB+';
    -- $12.3 million class G at 'BBB';
    -- $11 million class H at 'BBB-';
    -- $3.7 million class J at 'BB+';
    -- $4.9 million class K at 'BB';
    -- $4.9 million class L at 'BB-';
    -- $4.9 million class M at 'B+';
    -- $2.5 million class N at 'B';
    -- $3.7 million class P at 'B-'.

Fitch does not rate the $13.5 million class Q.

The upgrades are due to stable performance, defeasance, and
amortization since issuance.  As of the July 2007 distribution
date, the pool's aggregate principal balance decreased 4.1% to
$940.2 million from $980 million at issuance.  Four loans, 12.6%
of the pool, have defeased, including two of the top ten loans
(9.8%).

There is currently one specially serviced loan (0.7%). The loan is
secured by a 252-unit multifamily property in Arlington, TX. The
loan transferred to special servicing in January 2007 due to
imminent default. The loan remains current and the borrower is
currently reviewing the financial condition of the property.
Losses are possible.

Fitch maintains investment grade credit assessments on the Great
Mall of the Bay Area (16.1%) and Galileo Pool #2 (5.7%).

The Great Mall of the Bay Area is secured by a 1.3 million square
foot retail mall located in Milpitas, CA.  The whole loan is
divided into an A-note and B-note.  The $54 million A-note is
within this transaction.  The year-end 2006 Fitch stressed DSCR on
the A-note was 1.46 times compared to 1.38x at issuance.  Mall
occupancy has been stable at 90.6% as of April 2007 compared to
89.4% at issuance.  The Fitch stressed debt service coverage ratio
is calculated based on a Fitch adjusted net cash flow and a
stressed debt service based on the current loan balance and a
hypothetical mortgage constant.

The Galileo Pool #2 is secured by a portfolio of 13 retail centers
located in eight states.  Since issuance, one property has been
released and replaced with the expansion of another property.  The
YE 2006 Fitch stressed DSCR is 1.47x.  Occupancy has been stable.
The weighted average YE 2006 occupancy is 96.6% compared to 96.6%
at issuance.


MERRILL LYNCH: Fitch Downgrades Class H Certificate's Rating to CC
------------------------------------------------------------------
Fitch Ratings downgrades Merrill Lynch Mortgage Investors Inc.'s
commercial mortgage pass-through certificates, series 1998-C1-CTL
as:

    -- $2.2 million class H to 'CC/DR5' from 'CCC/DR5'.

In addition, Fitch maintains the rating on these classes:

    -- $58.1 million class F at 'CCC';
    -- $3.2 million class G at 'CCC'.

Fitch does not rate the class A-1, A-2, A-3, A-IO, A-PO, B, C, D,
or E certificates.  The balances of classes J and K have been
reduced to zero due to realized losses.

The downgrade is the result of realized losses arising from the
liquidation of four specially serviced Kmart retail centers. There
are currently no delinquent or specially serviced loans in the
pool.

The pool has seen relatively stable credit tenant ratings since
Fitch's last ratings action.  The senior classes, which are not
rated by Fitch, benefit from paydown and the defeasance of 11
loans (23%) since issuance.  As of the July 2007 distribution
date, the pool has paid down 29.6% to $454.9 million from
$646.1 million at issuance.

The certificates are secured by 98 loans backed by 14 credit
tenants. The properties are leased to tenants on a triple net
basis, with most leases being fully bondable.  Fitch considers
53.2% of the underlying tenants to be investment grade credits.
The largest credit tenant concentrations are Rite Aid Corp.
(48 loans, 22.3% of the pool) and Georgia Power Co.
(one loan, 13.9%), rated 'B-' and 'A' by Fitch, respectively.  The
weighted average rating of all the underlying tenants is 'BB-/B+'.


MIDWEST GEN: Participates in $1 Billion Illinois Relief Package
---------------------------------------------------------------
Midwest Generation LLC is one of the companies to join a
statewide, comprehensive settlement regarding electric rates and
related policy matters.  Other participants in the settlement
include ComEd, Exelon Generation, Ameren, Dynegy, and MidAmerican.

Reached after months of negotiations with Illinois Senate
President Emil Jones, Illinois House Speaker Mike Madigan and the
Attorney General Lisa Madigan, the settlement preserves the
competitive electric market in Illinois while providing a multi-
year, $1 billion rate relief package for Illinois residential
electric consumers, a range of related electric industry policy
changes including a new state power agency and an alternative
method of purchasing power for consumers.  It also eliminates the
need for any further consideration of rate freeze or generation
tax legislation.

The settlement, expected to be concluded shortly, must be approved
by the Illinois House of Representatives and Senate and signed by
the Governor.

Under the settlement, all Illinois residential electric customers
will receive near-term rate relief beginning this fall. Additional
targeted rate relief also will be provided to residential
customers most in need and targeted small and mid-sized
businesses.  Of the total $1 billion to be provided over a four-
year period, approximately $540 million will be made available
during 2007 with the remaining amount to be provided in 2008, 2009
and 2010.

In order to avoid a generation tax, which would have been harmful
to the state and the company, and to preserve the competitive
market, Exelon Generation will provide a significant portion of
the $1 billion funding to offer relief to Illinois customers. It
is a one-time contribution to help customers transition to market
rates.

                    Summary of the Settlement

Comprehensive rate relief for Illinois customers totaling
$1 billion over the next four years include:

     --   Relief for ComEd customers will be in two forms:
          programs for residential customers most in need and
          targeted small business and mid-sized customers, and
          bill credits providing relief to all residential
          customers.

     --   Exelon Generation will provide $747 million of the
          funding; ComEd will provide $53 million; Ameren will
          provide $150 million; Midwest Generation and Dynegy will
          each provide $25 million and MidAmerican will contribute
          $1 million.

     --   A total of  $488 million will go directly to ComEd
          residential customers, with the average customer -
          receiving a monthly bill credit ranging from about
          $4 to $13.  This reduces the average residential
          customer's 2007 rate increase to 13.5%, which
          cuts the increase nearly in half.  The impacts reflect
          averages, and an individual customer's bill may be
          higher or lower.

     --   The $488 million ComEd customers will receive will be
          allocated over a four-year period, with $283 million
          available in 2007 -- $250 million in credits to all
          residential customers and $33 million in targeted
          programs.

     --   More than half of the funding is earmarked for the first
          year.  The balance will be available in 2008-2010.

                   New Power Procurement Policy

Under the oversight of the Illinois Commerce Commission, a new
Illinois Power Agency has been created to develop energy
procurement plans annually, and manage the procurement process
through which ComEd and Ameren will purchase power.  The agency
will retain a procurement administrator who will manage an
alternative competitive process for procurement on behalf of the
utilities' residential and small business customers.  In addition,
the agency will house a resource development function that could
build power plants and sell output to Illinois municipalities and
co-ops.

An alternative competitive power procurement process has been
established.  The alternative competitive procurement process will
be administered by the Illinois Power Agency with Illinois
Commerce Commission oversight.  The procurement process will
include competitive requests for proposals and will direct the
purchase of power in separate base load, intermediate and peaking
blocks beginning in 2008.  The ICC will retain authority to accept
or reject power purchases.

                       Additional Components

Pending Litigation

The Attorney General and the parties to the settlement agree to
move to dismiss all pending litigation, appeals and claims related
to the Illinois auction, market-based prices, the validity of
existing power contracts, and confidentiality.

Restructuring Transactions

The proposed legislation would reinstate the power of a utility to
engage in various types of restructuring transactions upon an
informational filing at the ICC.

                     About Commonwealth Edison

Commonwealth Edison Company (ComEd) is a unit of Chicago-based
Exelon Corporation (NYSE: EXC), one of the nation's largest
electric utilities with approximately 5.4 million customers. ComEd
provides service to approximately 3.8 million customers across
Northern Illinois, or 70 percent of the state's population.

                           About Ameren

Ameren Corporation (NYSE: AEE) -- http://www.ameren.com/--  
through its subsidiaries, operates as a public utility holding
company in Missouri and Illinois.  It generates, transmits, and
distributes electricity; and distributes natural gas, as well as
engages in non-regulated electricity operations.  The company was
founded in 1881 and is headquartered in St. Louis, Missouri.

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE: DYN) --
http://www.dynegy.com/-- produces and sells electric energy,
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                     About Midwest Generation

Midwest Generation LLC is an independent power producer in the
United States, producing enough electricity to meet the needs of
more than 8 million households.  Headquartered in downtown
Chicago, Midwest Generation is a subsidiary of Edison Mission
Energy and part of the Edison International family of companies,
which is based in Rosemead, California.

                           *     *     *

As reported in the Troubled Company Reporter on May 24, 2007,
Fitch Ratings has affirmed and withdrawn Midwest Generation LLC's
1ST priority term loan and 2nd priority senior secured note
ratings of 'BBB-' and 'BB+', respectively.  The rating action
reflects repayment of virtually all of the company's $1 billion
secured notes due 2008 and the term loan.  MWG's respective issuer
default and secured working capital facility ratings of 'BB' and
'BBB-' are unaffected by the rating action.  The Rating Outlook is
Stable.


MODAVOX INC: Posts $337,831 Net Loss in Quarter Ended May 31
------------------------------------------------------------
Modavox Inc. reported a net loss of $337,831 for the first quarter
ended May 31, 2007, compared with a net loss of $669,233 for the
same period ended May 31, 2006.

For the quarter ending May 31, 2007, the company reported revenues
increased 39% to $602,338 compared to $432,903 for the quarter
ending May 31, 2006.  Revenues for the quarter included $70,819
from the Interactive Media Division and $531,519 from the
Broadcast Media Division.

Modavox chief executive officer David J. Ide stated, "The past
quarter was one of notable progress, putting us in a strong
position to accelerate future growth.  The positive results of our
Broadcast Media Division continue to remain encouraging with the
number of hosts, hours of programming and unique visitor count all
on the rise.  The company also successfully integrated patented
interactive technologies into the recently acquired World Talk
Radio operation.  This provided an innovative new look and a
patented Internet radio and advertising delivery system providing
a more scalable delivery infrastructure, and geo targeting
advertising capability.

"Importantly, this was the first quarter that we have sold more
26, 39 and 52 week contracts than we did 13 week contracts.
Although this is an extremely positive accomplishment, resulting
in less attrition while providing more consistent cash flow and
eventually higher profits, it's important to note that with these
longer contracts comes an increase in deferred revenue.
Furthermore, although we recognize the revenue over a longer term,
we recognize the expenses associated with it up front resulting in
a near term reduction of profitability."

At May 31, 2007, the company's consolidated balance sheet showed
$5.8 million in total assets, $559,107 in total liabilities, and
$5.2 million in total stockholders' equity.

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2007,
Epstein Weber & Conover PLC, in Scottsdale, Ariz., expressed
substantial doubt about Modavox Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Feb. 28, 2006.  The auditing firm noted that
the company incurred significant operating losses during the year
ended Feb. 28, 2006.  The auditing firm also noted that the
company has not yet generated revenue at volumes required to
achieve its plans and support its operations.  Epstein Weber
concluded that there is no assurance that the company will be able
to generate such volume or raise financing sufficient to cover
cash flow deficiencies.

                      About Modavox Inc.

Modavox Inc. (OTC BB: MDVX.OB) -- http://www.modavox.com/ --
offers Internet broadcasting and produces and syndicates online
audio and video.  It also offers innovative, effective and
comprehensive online tools for reaching targeted niche communities
worldwide.  Through patented Modavox technology, Modavox delivers
content straight to desktops and Internet-enabled devices.
Modavox provides managed access for live and on-demand Internet
Radio Broadcasting, E-learning and Rich Media Advertising.


MOTHERS WORK: Earns $1 Million in Third Quarter Ended June 30
-------------------------------------------------------------
Mothers Work Inc. had net income for the third quarter of fiscal
2007 ended June 30, of $1 million, compared to net income for the
third quarter of fiscal 2006 of $8.8 million.

Net income before the debt repurchase charge for the third quarter
of fiscal 2007 was $5.5 million, compared to the net income for
the third quarter of fiscal 2006 of $8.8 million, which did not
include any debt repurchase charge.

Net income for the first nine months of fiscal 2007 was
$5 million, compared to net income for the first nine months of
fiscal 2006 of $9.7 million.

Net income before debt repurchase charges for the first nine
months of fiscal 2007 was $10.7 million, compared to the net
income for the first nine months of fiscal 2006 of $9.7 million,
which did not include any debt repurchase charges.  The debt
repurchase charges for the first nine months of fiscal 2007
resulted from the company's redemption of $25 million of its
senior notes in December, 2006 and the redemption of the remaining
$90 million of its Senior Notes in April 2007.

Net sales for the third quarter of fiscal 2007 decreased 6.5% to
$153.2 million from $163.9 million in the same quarter of the
preceding year.

Net sales for the first nine months of fiscal 2007 decreased 3.1%
to $445.6 million from $459.9 million for the same nine months of
the preceding year.

                      Management's Comments

Rebecca Matthias, President and chief creative officer of Mothers
Work, noted, "Our sales for the third quarter were weaker than we
had planned and we attribute this primarily to a continued
difficult overall economic and retail environment, unseasonably
cool weather early in the quarter, and, importantly, a negative
impact from the current popularity of certain styles in the non-
maternity women's apparel market, such as trapeze and baby-doll
dresses and tops, which can more readily fit a pregnant woman
early in her pregnancy than typical non-maternity fashions.

"The weak sales trend we have seen in recent months has also
resulted in us taking some increased markdowns to help manage our
inventory level and to respond to a greater level of clearance
markdowns by our maternity competition, who we believe have also
experienced weaker than planned maternity sales and thus needed to
take greater markdowns to manage their inventory levels.  This
extra level of markdowns we took, although not at the extremely
high level of fiscal 2004 and fiscal 2005, did result in somewhat
lower than planned gross margins.

"Based on our internal research, we believe that over the next
several years we have the potential to expand the Destination
Maternity chain to 40 to 50 or more total Destination Maternity
superstores in the United States and to expand the Mimi combo
store chain to 70 to 80 or more total Mimi combo stores in the
U.S.

"Over the past several years, we have increased the sales we
generate from our leased department and licensed relationships.

"Our sales thus far in July have continued to be weak, but the
trend has improved somewhat compared to June.  Our comparable
store sales for June decreased 5.4% even with the favorable impact
of approximately 2 to 3 percentage points due to having five
Saturdays in June 2007 compared to four Saturdays in June 2006.
Thus, adjusting for this "days adjustment" impact, our comparable
store sales for June would be down approximately 7.4% to 8.4%."

                          Future Guidance

"For the fourth quarter of fiscal 2007, we are targeting net sales
in the $138.5 million to $143.5 million range, based on an assumed
comparable store sales decrease of between 2% and 6% for the
quarter.

"We are targeting net sales for fiscal 2007 in the $584 million to
$589 million range, representing a sales decrease of approximately
2% to 3% compared to fiscal 2006, based on an assumed comparable
store sales decrease of between 3.5% and 4.5% for the full fiscal
year, partially offset by expected increased sales contribution
from our marketing partnerships and our leased department and
licensed relationships.

"We are planning our fiscal 2007 capital expenditures to be
approximately $16 million, compared to $13.9 million for fiscal
2006, primarily for new store openings, expanding and relocating
selected stores, store remodelings, and some continued investment
in our management information systems and distribution center.

"During the twelve-month period ended June 30, 2007, the company
reduced its debt balance by $35 million, while still carrying a
balance of cash and cash equivalents of $7.4 million at June 30,
2007.  As of June 30, 2007, we had $90 million outstanding
principal amount of our new lower-cost Term Loan, the proceeds of
which we used in April 2007 to redeem our remaining senior notes.

"In addition, as part of the refinancing transaction, in March
2007, the company amended its existing $60 million revolving
credit facility in order to permit the new Term Loan financing.
This amendment of the credit facility also extended its maturity
from Oct. 15, 2009, to March 13, 2012, and modestly increased its
size to $65 million.

"As of June 30, 2007, we had no direct borrowings under our credit
facility, and we had approximately $57 million of availability
under our credit facility.

"We are targeting net sales of approximately $595 to $611 million
for fiscal 2008, based on assumed comparable store sales increase
of between 1% and 4%. . . .  "We are planning our fiscal 2008
capital expenditures to be between $17 million and $19 million."

                        About Mothers Work

Based in Philadelphia and founded in 1982, Mothers Work Inc.
(Nasdaq: MWRK) -- http://www.motherswork.com/ -- designs and
retails maternity apparel.  The company operates 1,582 maternity
locations, including 798 stores in 50 states, Puerto Rico and
Canada predominantly under the tradenames Motherhood Maternity(R),
A Pea in the Pod(R), Mimi Maternity(R), and Destination
Maternity(TM), and sells on the web through its
DestinationMaternity.com and brand-specific Web sites.  In
addition, Mothers Work distributes its Oh Baby! by Motherhood(TM)
collection through a licensed arrangement at Kohl's(R) stores
throughout the United States and on Kohls.com.

                          *     *     *

As reported in the Troubled Company Reporter on March 2, 2007,
Moody's Investors Service upgraded the corporate family rating of
Mothers Work, Inc. to B2 from B3 and its probability of default
rating to B2 from B3.  The rating outlook is stable.  The upgrade
is a result of the company's sustained improvement in operating
performance combined with a sizable debt reduction which has led
to a solid improvement in credit metrics.

In addition, Moody's assigned a B2 rating to Mothers Work's new
proposed senior secured Term Loan B.  The proceeds from the
proposed $90 million Term Loan B would be used to redeem its
existing 11.25% senior notes.


NORTHCORE TECHNOLOGIES: Commences Rights Offering
-------------------------------------------------
Northcore Technologies Inc. will offer eligible shareholders as of
the record date of July 30, 2007, approximately 86.9 million
rights to subscribe for up to approximately 21.7 million
additional common shares in the company.

Each eligible holder will receive one right for every common share
held in the company.  Four rights will entitle the holder to
purchase one common share in the company, priced at $0.08 each.
Shareholders who exercise all of their rights will also be
entitled to acquire supplemental shares under the provisions of
the additional subscription privilege.

"The proceeds from this rights offering will allow us to work
toward profitability, specifically supporting our sales and
research and development efforts," said Mr. Duncan Copeland, CEO
of Northcore Technologies.  "As I immerse myself in company
details in my new role as CEO, I am enthusiastic about both our
near-term and long-term prospects.  This rights offering provides
our shareholders a further opportunity to participate in our
future success."

Duncan Copeland was named chief executive officer of Northcore
Technologies effective July 12, 2007, succeeding Jeff Lymburner.
As part of the same management change, Jim Moskos was appointed
chief operating officer.

"With Duncan and Jim actively responsible for Northcore's future,
I am confident that the company is in capable, dedicated hands.
As a shareholder, I applaud their vision and commitment," said
Jeff Lymburner, outgoing CEO of Northcore Technologies.

Each shareholder with an address of record in the provinces or
territories of Canada will be eligible for the rights offering.
Northcore's rights offering has received approval from the
company's board of directors and appropriate securities and market
regulators.

Full details of the rights offering, which will expire at 4:00
p.m.
Eastern on Aug. 22, 2007, will be mailed to shareholders through a
rights offering circular.

                    About Northcore Technologies

Headquartered in Toronto, Canada, Northcore Technologies Inc.
(TSX: NTI; OTCBB: NTLNF) -- http://www.northcore.com/-- provides
core asset solutions that help organizations source, manage and
sell their capital equipment.  Northcore works with a growing
number of customers and partners in a variety of sectors including
oil and gas, government, and financial services.  Current
customers include GE Commercial Finance, Paramount Resources and
Trilogy Energy Trust.

                        Going Concern Doubt

KPMG LLP, in Toronto, Canada, expressed substantial doubt about
Northcore Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.


NOVELIS INC: Will Invest $9 Million in Oswego Plant
---------------------------------------------------
Novelis Inc. is investing approximately $9 Million in its plant
Oswego, New York, to increase production of aluminum sheet ingot,
the starter stock for the rolling process.  The investment will
include the installation of an aluminum melting furnace with
industry-leading technology that will provide increased energy
efficiency and reduced cycle time.  The new ingot production will
be brought on line within 12 months.

This investment is part of Novelis' ongoing program to secure
long-term, low-cost sheet ingot supply for its operations.

"This announcement follows the recent acquisition of Novelis by
Hindalco Industries Limited and demonstrates our new owner's
strategic commitment to our business," said Kevin Greenawalt,
President of Novelis North America.  "Our customers will benefit
as we become ever more flexible in meeting their requirements for
high-value aluminum products, such as those produced with our
Novelis Fusion(TM) technology."

Buddy Stemple, Vice President, Specialty Products for Novelis
North America, said: "The investment will unlock capacity in our
existing ingot casting operations, and will improve our ability to
switch between alloy types and manage our product mix.  It will
reduce production bottlenecks and help accelerate delivery times
to our customers."

The Oswego plant is Novelis' largest wholly owned aluminum
fabrication facility.  Equipped for aluminum recycling and
remelting, ingot casting, and hot and cold rolling, the plant
generates premium aluminum sheet products used by the automotive,
appliance, beverage can, building and construction, commercial
transportation and industrial markets.  The plant currently
employs approximately 700 people.

Based in Atlanta, Georgia, Novelis Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- is the global provider of aluminum
rolled products and aluminum can recycling.  The company
operates in 11 countries and has approximately 12,900 employees.
Novelis has the capability to provide its customers with a
regional supply of technologically sophisticated rolled aluminum
products throughout Asia, Europe, North America and South
America.  Through its advanced production capabilities,
the company supplies aluminum sheet and foil to the automotive
and transportation, beverage and food packaging, construction
and industrial, and printing markets.

Novelis South America operates two rolling plants and primary
production facilities in Brazil in the Latin American region.
Novelis also has operations in Germany, Switzerland and Korea.


NOVELIS INC: Fitch Holds B Issuer Default Rating with Neg. Outlook
------------------------------------------------------------------
Fitch Ratings affirmed the Issuer Default Rating for Novelis, Inc.
and Novelis, Corp. at 'B' and assigned a negative rating outlook.

The company's previous senior secured bank debt ratings have been
withdrawn.  Ratings for the new credit facility of 'BB' were
assigned and the senior unsecured debt ratings have been affirmed
as:

Novelis, Inc.

    -- IDR 'B';
    -- Senior secured asset-based revolver 'BB/RR1';
    -- Senior secured term loan B 'BB/RR1';
    -- Senior unsecured notes 'B/RR4'.

Novelis, Corp.

    -- IDR 'B';
    -- Senior secured asset-based revolver 'BB/RR1';
    -- Senior secured term loan B 'BB/RR1'.

The rating outlook is negative.  About $2.4 billion of debt is
affected by the ratings.

The ratings action resolves Fitch's Rating Watch Negative for
Novelis.  Novelis' ratings were placed on rating watch negative
following the company's announcement that it had reached an
agreement to be acquired by Hindalco Industries Limited.  The
transaction has been completed, and total debt currently
outstanding at Novelis is substantially similar to the amount
outstanding pre-transaction.

Fitch notes that given the expiration of the change-of-control
offer for the senior unsecured notes, the notes no longer benefit
from the credit protection offered by the change-of-control
provision, and therefore carry greater credit risk, although the
ratings on the notes remain unchanged.  Novelis made the requisite
change-of-control offer for the notes at 101% of par, and $841,000
of the notes were tendered.

The negative outlook reflects the adverse impact of contractual
price ceilings on Novelis' financial performance over the past
several quarters, which is likely to continue through at least the
first half of 2007.  Improved financial performance stemming from
a reduction or elimination of the price ceilings over the next few
quarters could contribute to a review of the Outlook.

Fitch also has concerns about the permanent financing structure of
the special purpose vehicle Hindalco created in Canada to fund the
purchase of Novelis' equity, and how the SPV's debt will be
serviced.  Although certain of the notes' covenants limit the
extent of potential withdrawals by the parent, Fitch believes
credit risk is present due to the potential for this or similar
such actions.  Fitch recognizes the resolution of several internal
control issues, key leadership vacancies and other concerns
associated with the company's public filing status that had
previously contributed to the negative outlook.

Novelis' current ratings are supported by the company's leading
market position, strong and flexible asset base, emphasis on
innovation and value-added applications, and solid cash-generating
potential.  Ratings concerns focus on high leverage, inflexible
contract pricing with some customers, near-term cash flow
constraints, high and volatile aluminum prices and some remaining
material weaknesses in internal controls.

While Novelis is strategically important to Hindalco, Fitch does
not expect to link Novelis' ratings to Hindalco's ratings if
Hindalco is assigned an international rating in the future.  Fitch
believes the credit linkages between Novelis and Hindalco are weak
to moderate due to a low level of expected operational
integration, a lack of formal credit support, and restrictions on
upstream dividends.

The different jurisdictions of the two companies also support
separate ratings.  These factors outweigh Hindalco's ownership of
Novelis and the presence of several Hindalco representatives on
Novelis' Board of Directors.  A factor that could change Fitch's
position on linkages between the two companies is the final
financing structure of the SPV Hindalco created in Canada to fund
the purchase of Novelis' equity.  The SPV is currently funded with
$3.0 billion of bank facilities with terms of 18 months.

Fitch rates the debt of Hindalco Industries Ltd. 'AAA (ind)' on a
national ratings basis in India.  The ratings have been placed on
Rating Watch with Negative implications.  Fitch expects to resolve
the Rating Watch as Hindalco's financing details are further
finalized.  Hindalco's current ratings denote the best credit risk
relative to all other issuers or issues in the country.  This
rating is therefore not directly comparable to the North American
ratings on Novelis.


ORECK CORP: Moody's Withdraws Ratings on Inadequate Information
---------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Oreck Corp.  The
ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain a rating.

These ratings have been withdrawn:

-- Corporate Family Rating, previously rated Caa1

-- Probability of Default Rating, previously rated Caa2

-- $20 million Senior Secured Revolver due 1/31/2011, previously
    rated Caa1 (LGD3, 32%)

-- $195 million Senior Secured Term Loan due 1/31/2012,
    previously rated Caa1 (LGD3, 32%)

Oreck Corporation, based in New Orleans, LA, is a leading
manufacturer and marketer of premium priced vacuum cleaners and
air purifiers under the "Oreck" brand name.


OVERSEAS SHIPHOLDING: Earns $84.7 Million in Qtr. Ended March 31
----------------------------------------------------------------
Overseas Shipholding Group Inc. reported net income of
$84.7 million on shipping revenues of $275.3 million for the first
quarter ended March 31, 2007, compared with net income of
$128.4 million on shipping revenues of $291 million for the same
period ended March 31, 2006.

For the quarter ended March 31, 2007, Time Charter Equivalent
revenues were $259.2 million, down from $280.1 million in 2006.
The decrease was principally due to a decrease in average daily
TCE rates for VLCCs.  EBITDA for the quarter decreased to $146.1
million from $180.1 million in 2006.  The 2007 quarter benefited
from the sale of 4.6 million shares of Double Hull Tankers, Inc.,
in which OSG holds a minority interest, resulting in a gain of
approximately $15.0 million.  The results for the first quarter of
2006 included a gain on sale of securities of
$5 million.

Morten Arntzen, president and chief executive officer of OSG,
stated, "We generated solid earnings and cash flow despite
challenging business conditions in the first quarter of 2007,
while simultaneously investing in our business to enhance future
profitability.  Our results are testimony to the scale,
diversification and global platforms we have in our Crude Oil
transportation and Product Carrier businesses, now combined with
our market-leading Jones Act franchise."

Arntzen continued, "Our balanced growth strategy is working and
delivering superior results for our shareholders.  We closed on
the acquisition of Heidmar Lightering on April 20, 2007, and are
excited about the opportunities we see to improve and expand this
business in cooperation with our Aframax International and Panamax
International commercial pool partners.  We believe OSG Lightering
will allow us to provide both better service for our lightering
customers and enhance the performance of our vessels that operate
in the two pools."  Arntzen further stated, "Five months after
closing, the integration of Maritrans is on track.  Our confidence
in the U.S. Flag segment market dynamics and in the capabilities
of OSG's U.S. Flag personnel now operating out of our offices
adjacent to the Port of Tampa, allowed us to go forward with
additional newbuild commitments of up to six Product Carriers and
three ATBs announced in the first quarter of 2007."

Income from vessel operations was $77.4 million in the first
quarter of 2007, compared with $129.5 million in the same period a
year earlier.  For the quarter ended March 31, 2007, total
operating expenses increased $36.4 million to $197.9 million from
$161.5 million in the corresponding quarter in 2006.  This
increase included an $11.9 million increase in vessel expenses and
an $8.1 million increase in depreciation and amortization,
principally as a result of the addition of the former Maritrans
fleet.  Time and bareboat charter hire expense increased
$6.2 million, principally as the result of the sale and charter
back of two Handysize Product Carriers during the quarter and the
delivery of four additional chartered-in vessels (three time
chartered-in Handysize Product Carriers and the Overseas Houston).
General and administrative expenses increased $5 million in the
first quarter of 2007 principally due to expenses of the Tampa and
Philadelphia offices associated with the Maritrans acquisition,
which closed on Nov. 28, 2006.

At March 31, 2007, stockholders' equity exceeded $2.2 billion and
liquidity, including undrawn bank facilities, was more than
$2.2 billion.  Total long-term debt as of March 31, 2007 was
$1.1 billion compared with $1.3 billion at Dec. 31, 2006.

At March 31, 2007, the company's balance sheet showed
$4.04 billion in total assets, $1.82 billion in total liabilities,
and $2.22 billion 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?20e0

                   About Overseas Shipholding

Overseas Shipholding Group Inc. (NYSE: OSG) -- http://www.osg.com/
-- is a tanker company that offers global energy transportation
services for crude oil and petroleum products in the U.S. and
International Flag markets.  The company is a customer-focused
marine transportation company, with offices in Athens, Houston,
London, Manila, Montreal, Newcastle, New York City, Philadelphia,
Singapore and Tampa.

                           *     *     *

To date, Overseas Shipholding Group Inc. still carries Moody's
Investors Service Ba1 long-term corporate family rating and senior
unsecured debt ratings issued on Feb. 8, 2005.  The ratings
outlook remains stable.

Also, the company still carries Standard & Poor's BB+ long-term
foreign and local issuer credit ratings issued on Feb. 11, 2005.


PAYLESS SHOESOURCE: Moody's Lowers Corporate Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Payless
ShoeSource, Inc., (corporate family rating to B1) and assigned a
B1 to Collective Brands Finance, Inc.'s proposed $750 million
senior secured term loan B.

The ratings outlook is stable.  The downgrade reflects the
substantial amount of debt ($750 million) incurred to finance the
acquisition of Stride Rite which results in a deterioration of
credit metrics.  The downgrade also reflects the aggressive
financing of the purchase price consisting of 80% debt.  This
rating action concludes the review for possible downgrade
initiated on May 24, 2007.

These ratings are downgraded:

Payless Shoesource, Inc.:

-- Corporate family rating to B1 from Ba3;

-- Probability of default rating to B1 from Ba3;

-- $200 million 8.25% senior subordinated notes to B3(LGD6,94%)
    from B1(LGD4,64%).

This rating is assigned:

Collective Brands Finance, Inc.:

-- $750 million senior secured term loan B at B1(LGD3,42%).

The ratings are contingent upon the review of final documentation.

On May 22, 2007 Payless announced the signing of a definitive
agreement to acquire The Stride Rite Corporation for nearly
$800 million plus the assumption of Stride Rite's existing debt.
The all cash offer of $20.50 per share represents a 32% premium
over Stride Rite's average stock price.

Concurrent with the closing of the transaction, Payless intends to
rename the company Collective Brands, Inc., and, as a holding
company, will operate three standalone business units; Payless,
Stride Rite, and Collective Licensing.  The borrower under the
$750 million senior secured term loan will be an intermediary
holding company; Collective Brands Finance, Inc.

The B1 corporate family rating and stable outlook reflect the
impact of the Stride Rite acquisition on Payless's capital
structure and the additional stress it places on the company's
management team.  The Stride Rite acquisition makes strategic
sense for Payless; it broadens the company's portfolio of brands,
widens its price points, strengthens it market share in the
children's footwear category, and provides the company with a
wholesale presence.

However, the acquisition significantly increases Payless's debt
levels (from $200 million to $950 million) resulting in a
deterioration in credit metrics.  Moody's expects that Debt/EBITDA
will likely not fall below 5 times for the next twelve months.
The rating category also incorporates the size of the Stride Rite
acquisition and the lack of experience of the Payless management
team in integrating large acquisitions.

In addition, the corporate family rating reflects the company's
pragmatic financial policies as exemplified by the heavy debt
component to finance the Stride Rite acquisition and the company's
good liquidity provided by reasonable free cash flow generation
and the proposed $350 million asset based revolving credit
facility (unrated) which will be put in place upon closing of the
acquisition.

The rating also considers the company's numerous strengths,
notably its national footprint, credible market position, solid
portfolio of brand names, and recent improvement in profitability
to the same level as its peer group.  However, the positive impact
of these strengths on the rating category is constrained by the
high business risk associated with the retail footwear segment,
which includes a heavy fashion component, intense competition, and
high execution risk.

The ratings for the senior secured term loan B and the senior
subordinated notes reflect both the overall probability of default
of the company, to which Moody's assigns a PDR of B1, and a loss
given default of LGD 3 for the senior secured term loan B and LGD
s6 for the subordinated notes.  The rating on the term loan is at
the same level as the corporate family rating as a result of it
size and scale in the capital structure, its lack of full
collateral coverage as well as its seniority over the company's
$200 million senior subordinated notes.

The $750 million term loan has a first lien on all non-current
assets and stock with a second lien behind the asset based
revolving credit facility on accounts receivable and inventory.
The senior subordinated note rating of B3, two notches below the
corporate family rating, reflect its junior position in the
capital structure as well as its relatively small size and scale
when compared to the senior secured credit facilities ($350
million ABL and $750 million term loan B).

Payless ShoeSource, Inc., headquartered in Topeka, Kansas,
operates about 4,600 stores offering family footwear and
accessories at affordable prices.  Revenues for the LTM period
ended May 5, 2007 were $2.8 billion.  The Stride Rite Corporation,
headquartered in Lexington, MA, is a leading designer and marketer
of high quality children's footwear and a marketer of upscale
athletic and casual footwear for adults in the United States.  It
is predominantly a wholesaler of footwear but also operates about
300 retail stores.  Revenues for the LTM period ended May 1, 2007
were about $733.2 million.  The combined companies brand portfolio
will include: Stride Rite, Airwalk, Champion, Saucony, Keds,
Sperry Top-Sider, American Eagle, Hind, and others.


PLATFORM XE-R: Bank of New York to Auction Collateral on Aug. 20
----------------------------------------------------------------
The Bank of New York Trust Company N.A., as collateral agent
for a secured party, will hold a public auction to offer for
sale all of Platform XE-R LLC's assets on Aug. 20, 2007,
10:00 a.m. Eastern Time, at the offices of Debevoise & Plimpton
LLP, 35th Floor, 919 Third Avenue in New York City.

The assets to be auctioned refer to the assets pledged by
Platform to BONY pursuant to security and note purchase
agreements executed by both parties on April 15, 2005.

To participate in the auction, interested parties must be able
to submit a bid deposit of no less than $1,000,000.  The
successful bidder will be required to deposit 20% of the
purchase price on the business day immediately succeeding the
date of sale.

The collateral and related documents will be made available for
inspection by any qualified bidder on Aug. 13, 2007, from
10:00 a.m. until 4:00 p.m. Eastern Time.


PLAYERS TURF: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Players Turf International, L.L.C.
        c/o 10203 North Spring Lane
        Peoria, IL 61615

Bankruptcy Case No.: 07-81583

Type of business: The Debtor is a wholesaler of home furnishings.

Chapter 11 Petition Date: July 24, 2007

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Sumner Bourne, Esq.
                  Rafool & Bourne, P.C.
                  411 Hamilton Boulevard, Suite 1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


POGO PRODUCING: Posts $44.8 Million Net Loss in 2007 2nd Quarter
----------------------------------------------------------------
Pogo Producing Company reported a net loss of $44.8 million on
revenues of $222.9 million, compared to second quarter 2006 net
income of $361.9 million on revenues of $237.5 million.

For the first half of 2007, Pogo's net loss was $66 million on
revenues of $434.5 million, compared to first half 2006 net income
of $429.4 million on revenues of $481.2 million.

In the second quarter of 2007, Pogo reported net income from
continuing operations, excluding results from Northrock Resources,
of $96.9 million.

Discretionary cash flow in the second quarter was $84.7 million
and the first half of 2007 was $248.2 million, compared to
discretionary cash flow of $76.8 in the second quarter and
$269 million in the first half of 2006.

Net cash provided by operating activities during the second
quarter was $165.1 million and the first half of 2007 was
$413 million, compared to $97.8 million and $338.2 million for the
same time periods in 2006.

The results include the impact of:

   a) net gain of $127.2 million on Pogo's domestic property
      divestitures; and

   b) impairment of Pogo's investment in its Canadian subsidiary
      of $161.5 million related to the signing of the purchase and
      sale agreement for Northrock Resources.

"We are pleased with the successful completion of our strategic
alternatives process, which culminated in last week's announcement
of Pogo's sale to Plains Exploration & Production Company, Paul G.
Van Wagenen, Pogo's chairman and chief executive officer, said.
"Earlier this year, we articulated a plan to enhance stockholder
value through the strategic divestitures of certain assets and the
possible sale of the company."

"During the quarter, Pogo disclosed the sale of our Northrock
subsidiary and closed the sale of the Gulf of Mexico and certain
non-core Texas panhandle assets.  Including the PXP transaction,
we have clearly delivered on our promise to enhance stockholder
value," Mr. Wagenen added.

                    Quarterly Dividend Declared

The board of directors has declared a cash dividend of $0.075 per
share of common stock, to be paid on Aug. 24, 2007 to shareholders
of record on Aug. 10, 2007.

                       About Pogo Producing

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

                          *     *     *

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


POTOMAC EDISON: Fitch Downgrades Issuer Default Rating to BB+
-------------------------------------------------------------
Fitch Ratings downgraded the ratings of Potomac Edison Company as:

    -- Issuer Default Rating to 'BB+' from 'BBB-';
    -- First mortgage bonds to 'BBB' from 'BBB+'.

The ratings of Potomac Ed's parent company, Allegheny Energy, Inc
are unaffected by today's rating action.  The rating outlook for
Potomac Edison remains Negative.

The downgrade of Potomac Ed is a result of purchased power cost
under-recovery in the Virginia portion of its service territory
and uncertainty over the tariff structure in VA after the capped
rate period expires.  Fitch originally placed the ratings of
Potomac Ed on Negative Outlook on May 29, 2007.  At that time,
Potomac Ed had a pending request to implement a rate stabilization
plan in VA to manage the customer rate increases relating to the
transition to market power prices.

The proposed RSP would have resulted in a rate increase of
$35 million and a year-one purchased power cost under-recovery of
$50 million with a three-year deferral period and Fitch noted that
if actual under-recovery was materially greater than this amount,
then negative rating actions were likely.  A hearing on the matter
had been scheduled at the Virginia State Corp. Commission for Aug.
7, 2007.  The VSCC dismissed the request for the RSP and
associated rate increase and canceled the August hearing on June
28, 2007.

Since July 1, 2007, Potomac Ed has been materially under-
recovering purchased power costs in Virginia.  In Fitch's opinion
the Virginia purchased power under-recovery would reduce Potomac
Ed's ratio of operating EBITDA to interest to less than 2.5 times
for the year ended Dec. 31, 2008 if the purchased power rate
remains fixed until the end of 2008.

Moreover, Potomac Ed has no ability to defer the unrecovered
purchased power costs for future recovery.  In Fitch's view, it
seems that the current capped rate tariff structure may continue
into 2009 and a near-term change to the existing tariff appears
unlikely.  While the VSCC will review base rates in 2009 the
amount and timing of any rate adjustments resulting from this
review are uncertain.  Potomac Ed has ample borrowing capacity
from the AYE money pool to meet near-term external liquidity
needs.

Potomac Ed's fuel cost under-recovery in Virginia will result in a
material deterioration of coverage measures should it persist even
though only approximately 20% of Potomac Ed's entire customer load
is in Virginia.  The largest portion of the service territory is
in Maryland.  A plan was approved by the Maryland Public Service
Commission to manage the transition to market generation rates for
Maryland residential customers on
March 30, 2007.

The Maryland plan will gradually transition residential customers
from capped generation rates to rates based on purchasing power at
market prices beginning Jan. 1, 2009 by collecting surcharges in
2007 and 2008 that will be refunded to customers when prices go to
market in 2009.  The MD PSC has hired a consultant to review the
energy planning process, which will consider returning to a more
traditional regulated market structure, and the effect of any such
change is uncertain.

A ruling was issued on May 22, 2007 in the base rate case at the
West Virginia Public Service Commission for the remaining portion
of Potomac Ed's customer load located in West Virginia.  That
ruling provided for the reinstatement of a fuel cost recovery
clause and a base rate reduction, resulting in an overall decrease
in all WV revenues of about $6 million annually.

Fitch also notes that on a consolidated basis, the cash flow of
AYE should not be materially affected by an under-recovery of
generation costs in Virginia after June 30, 2007.  The wholesale
generation subsidiary, Allegheny Energy Supply, LLC can sell the
power generation capacity and energy formerly committed to the
Potomac Ed contract at market rates.  The current contract expires
May 31, 2008.

As there is no satisfactory resolution in terms of timing for a
Virginia base rate revision or amount of a rate increase to obtain
full recovery of purchased power costs, the rating outlook remains
negative.


PRUDENTIAL BANK: Moody's Rates Bank Financial Strength at B-
------------------------------------------------------------
Moody's Investors Service assigned first-time ratings of B- for
bank financial strength, and A1 and Prime-1 to the long- and
short-term deposits of Prudential Bank & Trust, FSB.  In the same
rating action, Moody's also assigned an A1 issuer rating, and
long- and short-term Other Senior Obligations ratings of A1 and
Prime-1, respectively.  The outlook is stable.

Prudential Bank is a wholly-owned indirect subsidiary of
Prudential Financial, Inc. (senior at A3), operating within the
group's Personal Retirement business segment.  Prudential Bank
offers retail deposits to Retirement Segment customers and money
market sweep accounts to the retail customers of a broker-deal
affiliate.

Prudential Bank also offers commercial escrow depository services
to a mortgage servicing affiliate in connection with commercial
mortgage loans serviced for GSEs and securitization programs.
Lastly, Prudential Bank provides trust and custodial services to
Retirement Segment plan sponsor organizations and individuals.

Moody's said the inherent strength of the bank is captured in the
B- bank financial strength rating, and reflects Prudential Bank's
strong core profitability, minimal credit risk, healthy liquidity
and sound capital adequacy.  The rating also takes into account
Prudential Bank's limited product range that effectively makes it
a monoline institution, the absence of a standalone franchise and
Prudential Bank's limited track record with its current business
model.

According to Moody's, Prudential Bank's core profitability is
underpinned by its base of low cost deposits and its superior
operating efficiency.  Prudential Bank does not extend loans, but
invests in highly rated marketable securities.  Consequently,
credit risk is minimal and the principal risk being assumed by the
institution is interest rate risk.  The rating agency noted that
the bank has a strong liquidity profile, due to its transaction
account deposits and the marketability of its securities
portfolio, and that capital adequacy ratios are strong.

On the other hand, Moody's observed that Prudential Bank is
dependent on a limited number of deposit products sourced through
referrals from affiliates for its revenues, and has no independent
market standing.  This makes Prudential Bank dependent on
affiliate relationships with customers to generate business, which
detracts from its franchise value, the rating agency added.

Moody's said that based on Prudential Bank's ownership by
Prudential Financial, Inc., and its integrated role in the group's
Retirement Services business unit, parent support is likely to be
forthcoming in the event that Prudential Bank needs such support,
so as to maintain the group's reputation in a highly confidence-
sensitive industry.  However, the deposit, issuer and OSO ratings
assigned incorporate no element of lift from this expectation of
support, said Moody's, due to the lower rating of the parent
relative to that of Prudential Bank.

According to Moody's, the most likely source of positive rating
pressure would be the development of a greatly expanded and
diversified revenue stream while maintaining consistently strong
profitability.  Conversely, deviation from Prudential Bank's low-
risk business model would create negative rating pressure.
Unexpected, sustained weakness in profitability and capital
adequacy could also create negative pressure.  Furthermore,
deterioration in the parent company's franchise, which diminishes
Prudential Bank's revenue opportunities, could create downward
pressure on the ratings, as could a perception of weakened support
from the parent.

These ratings were assigned:

Prudential Bank & Trust, FSB:

-- Long-term deposits at A1
-- Short-term deposits at Prime-1
-- Issuer rating at A1
-- Long-term OSO at A1
-- Short-term OSO at Prime-1
-- Bank financial strength at B-

Prudential Bank & Trust, FSB, a Connecticut-based federally
chartered thrift institution, is a wholly-owned indirect
subsidiary of Prudential Financial, Inc.  The bank reported assets
of $998 million at the end of March 2007.


QUANTUM ENERGY: May 31 Balance Sheet Upside-down by $1.5 Million
----------------------------------------------------------------
Quantum Energy Inc.'s balance sheet at May 31, 2007, showed
$1.3 million in total assets and $2.8 million in total
liabilities, resulting in a $1.5 million total stockholders'
deficit.

The company's consolidated balance sheet also showed strained
liquidity with $367,576 in total current assets available to pay
$2.4 million in total current liabilities.

The company reported a net loss of $39,126 on net oil and gas
revenue of $19,875 for the first quarter ended May 31, 2007,
compared with a net loss of $6,592 on zero revenues for the same
period ended May 31, 2006.

The increase in the net loss was the result of an increase in
general and administrative  expenses.

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

                       Going Concern Doubt

Killman, Murrell & Company P.C. expressed substantial doubt about
Quantum Energy Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Feb. 28, 2007.  The auditing firm pointed to the
company's operating losses.

                      About Quantum Energy

Headquartered in Vancouver, Canada, Quantum Energy Inc. (OTC BB:
QEGY.OB) -- http://http://www.quantumenergyinc.net/-- is an oil
and gas exploration company.  The company intends to acquire
interests in the properties and working interests in the
production owned by established oil and gas production companies,
whether public or private, in United States oil producing areas.
Presently the company has working interests in wells in the
Barnett Shale properties located in Cooke County, Texas.


RALPH LAVORO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ralph N. Lavoro
        45 Club Drive
        Massapequa, NY 11758

Bankruptcy Case No.: 07-72792

Type of Business: The Debtor is the principal of Prestige
                  Motors of Massapequa, Inc., which filed
                  for Chapter 11 protection on May 1, 2005
                  (Bankr. E.D. N.Y. Case No. 05-86057).

Chapter 11 Petition Date: July 24, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Richard S. Feinsilver, Esq.
                  1 Old Country Road, Suite 125
                  Carle Place, NY 11514
                  Tel: (516) 873-6330
                  Fax: (516) 873-6183

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


REGENCY ENERGY: S&P Revises Watch to Positive from Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on Regency Energy Partners L.P. and Regency Gas
Services L.P. to positive from developing after the company
announced it will launch an offering of 10 million common units.
The ratings were originally placed on CreditWatch on June 19,
2007, following the company's announcement that that its former
general partner owner, HM Capital Partners LLC, had sold its GP
and limited partner ownership interests to GE Energy Financial
Services.

The company intends to use the net proceeds from the offering to:
Redeem $192.5 million in principal amount, or 35%, of its
$550 million senior notes due 2013; To repay in full its remaining
term loan; and To repay a portion of its revolving credit
facility.

"We will resolve the CreditWatch listing when the offering is
complete and we review any changes in strategy due to GE Energy
Financial Services' new ownership interest," said Standard &
Poor's credit analyst Plana Lee.

The degree of ratings uplift will likely depend heavily on the
business risk profiles of the midstream assets that GE decides to
add to Regency, if any.


RESIDENTIAL ASSET: S&P Affirms Ratings on 728 Classes
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of pass-through certificates from Residential Asset
Securities Corp.'s series 2001-KS2, 2002-KS2, and 2005-KS6.
Concurrently, S&P placed its lowered ratings on class B-3 from
series 2005-KS6 and class M-II-2 from series 2001-KS2 on
CreditWatch with negative implications, while the lowered ratings
from series 2001-KS2 and 2002-KS2 remain on CreditWatch negative.
In addition, S&P placed two other ratings from series 2005-KS3 and
2005-KS6 on CreditWatch negative, and three other ratings from
series 2001-KS2, 2001-KS3, and 2003-KS2 remain on CreditWatch
negative.  Finally, S&P affirmed its ratings on 728 classes from
65 RASC transactions.

The downgrades reflect an erosion of credit support due to poor
pool performance, which has allowed overcollateralization
percentages to fall below their target levels.  In addition, the
delinquency levels in these pools suggest that this performance
trend may continue.  Severe delinquencies (90-plus day,
foreclosure, and REO) range from 11.48% to 34.45% of the current
pool balances, while cumulative losses range from 1.04% to 5.20%
of the original pool balances.  The O/C percentages in these pools
range from 0.00% to 0.40% of the original pool balances.  The
target O/C level for these pools is primarily 0.50% of the
original pool balances.

The two classes with ratings placed on CreditWatch negative today
and the three classes that remain on CreditWatch negative have
sufficient credit support to maintain the current ratings.
However, the relationship between monthly losses, severe
delinquencies, and monthly excess interest for these classes
suggests that the credit enhancement percentages could decline
below those associated with the current ratings.  Standard &
Poor's will continue to closely monitor the performance of the
transactions with ratings on CreditWatch negative.  If average
monthly realized losses decline to a point at which they no longer
outpace monthly excess interest, severe delinquencies are reduced,
and the level of O/C has not been further eroded, S&P will affirm
these ratings and remove them from CreditWatch.  Conversely, if
losses continue to outpace excess interest and the levels of O/C
continue to decline, further negative rating actions can be
expected.

The affirmations of the ratings on the non-bond-insured
transactions are based on credit support that is sufficient to
maintain the current ratings.  The delinquency levels in these
pools range from 2.16% to 31.7% of the current pool balances,
while net losses range from 0.04% to 2.29% of the original pool
balances.

Credit support for these transactions is provided by a combination
of excess interest, O/C, and subordination.  In addition, many of
these transactions also have additional support in the form of
bond insurance from either Financial Guaranty Insurance Co. ('AAA'
financial strength rating) or Ambac Assurance Corp. ('AAA' FSR).
The classes in the list below that are marked with an asterisk
benefit from bond insurance from one of these providers.

The underlying collateral for all of these transactions consists
primarily of fixed- and adjustable-rate first-lien 30-year
mortgages on one- to four-family homes.  Residential Funding Co.
LLC acquired the loans in these transactions in accordance with
its AlterNet program.  Residential Funding Co. LLC established
this program primarily to purchase mortgage loans made to
borrowers with less-than-perfect credit histories or higher debt-
to-income ratios, or who present certain other risks to investors.


       Ratings Lowered And Remaining On Creditwatch Negative

           Residential Asset Securities Corp./ RASC Trust

              Series      Class                 Rating
              ------      -----                 ------
                                        To                 From
                                        --                 ----
             2001-KS2    M-II-3    B/Watch Neg      BBB/Watch Neg
             2002-KS2    M-I-2     BBB/Watch Neg    A/Watch Neg


         Rating Lowered and Placed on Creditwatch Negative

          Residential Asset Securities Corp./ RASC Trust

                                          Rating
                                          ------
          Series      Class        To               From
          ------      -----        --               ----
          2001-KS2    M-II-2       BBB/Watch Neg    A
          2005-KS6    B-3          B/Watch Neg      BB


                          Rating Lowered

           Residential Asset Securities Corp./ RASC Trust

                                           Rating
                                           ------
           Series      Class        To               From
           ------      -----        --               ----
           2002-KS2    M-I-3        D                CCC


               Ratings Placed on Creditwatch Negative

          Residential Asset Securities Corp./ RASC Trust

                                          Rating
                                          ------
          Series      Class        To                 From
          ------      -----        --                 ----
          2005-KS3    B-4          BB/Watch Neg        BB
          2005-KS6    B-2          BB/Watch Neg        BB


              Ratings Remaining on Creditwatch Negative

           Residential Asset Securities Corp./ RASC Trust

            Series      Class                     Rating
            ------      -----                     ------
            2001-KS2    M-I-2                     A/Watch Neg
            2001-KS3    M-I-2                     BBB/Watch Neg
            2003-KS2    M-II-2                    BBB/Watch Neg


                          Ratings Affirmed

           Residential Asset Securities Corp./ RASC Trust

    Series         Class                              Rating
    ------         -----                              ------
    1999-RS1      A-I-3, A-II                         AAA
    2001-KS1*     A-I-5, A-I-6, A-II                  AAA
    2001-KS2      A-I-5, A-I-6, A-II                  AAA
    2001-KS2      M-I-1, M-II-1                       AA
    2001-KS3      A-I-5, A-I-6, A-II                  AAA
    2001-KS3      M-I-1, M-II-1                       AA
    2001-KS3      M-II-2                              A
    2001-KS3      M-II-3                              BBB
    2002-KS1      A-I-5, A-I-6, A-IIA, A-IIB          AAA
    2002-KS2      A-I-5, A-I-6                        AAA
    2002-KS2      M-I-1                               AA
    2002-KS4*     A-I-5, A-I-6, A-IIA, A-IIB          AAA
    2002-KS6*     A-I-5, A-I-6, A-II                  AAA
    2002-KS8*     A-4, A-5, A-6                       AAA
    2003-KS2      A-I-5, A-I-6, A-IIA, A-IIB          AAA
    2003-KS2      M-I-1, M-II-1                       AA
    2003-KS2      M-I-2                               A+
    2003-KS2      M-I-3                               BBB+
    2003-KS4      A-I-3, A-I-4, A-I-5, A-I-6          AAA
    2003-KS4*     A-II-A, A-II-B, A-III               AAA
    2003-KS4      M-I-2                               A+
    2003-KS4      M-I-1                               AA
    2003-KS4      M-I-3                               BBB+
    2003-KS5*     A-I-3, A-I-4, A-I-5, A-I-6,
                  A-II-A, A-II-B                      AAA
    2003-KS6      A-I, A-II                           AAA
    2003-KS6      M-1                                 AA+
    2003-KS6      M-2                                 A+
    2003-KS6      M-3                                 BBB+
    2003-KS7      A-I-3, A-I-4, A-I-5, A-I-6, A-II-A,
                  A-II-B                              AAA
    2003-KS7      M-I-1, M-II-1                       AA
    2003-KS7      M-I-2, MII-2                        A
    2003-KS7      M-I-3                               BBB+
    2003-KS8      A-I-2, A-I-3, A-I-4, A-I-5, A-I-6,
                  A-II-A, A-II-B1                     AAA
    2003-KS8      A-II-B2, A-II-B3                    AAA
    2003-KS8      M-I-1, M-II-1                       AA
    2003-KS8      M-I-2, MII-2                        A
    2003-KS8      M-I-3, M-II-3                       BBB+
    2003-KS9*     A-I-1, A-I-2, A-I-3, A-I-4, A-I-5,
                  A-I-6                               AAA
    2003-KS9*     A-II-A, A-II-B                      AAA
    2003-KS10     A-I-2, A-I-3, A-I-4, A-I-5, A-I-6,
                  A-II-A, A-II-B                      AAA
    2003-KS10     M-I-1, M-II-1                       AA
    2003-KS10     M-I-2                               A+
    2003-KS10     M-II-2                              A
    2003-KS10     M-I-3, M-II-3                       BBB
    2003-KS11     A-I-2, A-I-3, A-I-4, A-I-5, A-I-6,
                  A-II-A, A-II-B                      AAA
    2003-KS11     M-I-1, M-II-1                       AA
    2003-KS11     M-I-2, M-II-2                       A+
    2003-KS11     M-I-3, M-II-3                       BBB+
    2004-KS1      A-I-4, A-I-5, A-I-6                 AAA
    2004-KS1      M-I-1, M-II-1                       AA
    2004-KS1      M-I-2, M-II-2                       A+
    2004-KS1      M-I-3, M-II-3                       BBB+
    2004-KS2      A-I-4, A-I-5, A-I-6                 AAA
    2004-KS2      M-I-1, M-II-1                       AA
    2004-KS2      M-I-2, M-II-2                       A+
    2004-KS2      M-I-3, M-II-3                       BBB+
    2004-KS3      A-I-3, A-I-4, A-I-5, A-I-6          AAA
    2004-KS3      M-I-1, M-II-1                       AA
    2004-KS3      M-I-2, M-II-2                       A+
    2004-KS3      M-I-3, M-II-3                       BBB+
    2004-KS4*     A-I-1, A-I-2, A-I-3, A-I-4, A-I-5,
                  A-I-6                               AAA
    2004-KS4*     A-II-A, A-II-B1, A-II-B2, A-II-B3   AAA
    2004-KS5      A-I-3, A-I-4, A-I-5, A-I-6          AAA
    2004-KS5      M-I-1, M-II-1                       AA
    2004-KS5      M-I-2, M-II-2                       A+
    2004-KS5      M-I-3, M-II-3                       BBB+
    2004-KS6      A-I-1, A-I-2, A-I-3, A-I-4, A-I-5,
                  A-I-6, A-II-A                       AAA
    2004-KS6      A-II-B1, A-II-B2, A-II-B3           AAA
    2004-KS6      M-I-1, M-II-1                       AA
    2004-KS6      M-I-2, M-II-2                       A+
    2004-KS6      M-I-3, M-II-3                       BBB+
    2004-KS7*     A-I-1, A-I-2, A-I-3, A-I-4, A-I-5,
                  A-I-6, A-II-A     AAA
    2004-KS7*     A-II-B1, A-II-B2, A-II-B3           AAA
    2004-KS8      A-I-1, A-I-2, A-I-3, A-I-4, A-I-5,
                  A-I-6, A-II-1                       AAA
    2004-KS8      A-II-2, A-II-3                      AAA
    2004-KS8      M-I-1, M-II-1                       AA+
    2004-KS8      M-I-2, M-II-2                       A+
    2004-KS8      M-I-3, M-II-3                       BBB+
    2004-KS9*     A-I-1, A-I-2, A-I-3, A-I-4, A-I-5,
                  A-I-6, A-II-1                       AAA
    2004-KS9*     A-II-2, A-II-3, A-II-4              AAA
    2004-KS10     A-I-1, A-I-2, A-I-3, A-II-1         AAA
    2004-KS10         A-II-2                          AAA
    2004-KS10     M-1                                 AA+
    2004-KS10     M-2                                 A+
    2004-KS10     M-3                                 A
    2004-KS10     M-4                                 A-
    2004-KS10     M-5                                 BBB+
    2004-KS10     M-6                                 BBB
    2004-KS10     B                                   BB+
    2004-KS11     A-I-1, A-I-2, A-I-3, A-II-1, A-II-2 AAA
    2004-KS11     M-1                                 AA
    2004-KS11     M-2                                 A+
    2004-KS11     M-3                                 A
    2004-KS11     M-4                                 A-
    2004-KS11     M-5                                 BBB+
    2004-KS11     M-6                                 BBB
    2004-KS11     B                                   BBB-
    2004-KS12     A-I-1, A-I-2, A-I-3, A-II-1, A-II-2 AAA
    2004-KS12     M-1                                 AA
    2004-KS12     M-2                                 A
    2004-KS12     M-3                                 A-
    2004-KS12     M-4                                 BBB+
    2004-KS12     M-5                                 BBB
    2004-KS12     M-6                                 BBB-
    2004-KS12     B                                   BB+
    2005-KS1      A-I-1, A-I-2, A-I-3                 AAA
    2005-KS1      M-1                                 AA
    2005-KS1      M-2                                 A+
    2005-KS1      M-3                                 A
    2005-KS1      M-4                                 A-
    2005-KS1      M-5                                 BBB+
    2005-KS1      M-6                                 BBB
    2005-KS1      B                                   BBB-
    2005-KS2      A-I-1, A-I-2, A-I-3, A-II-1, A-II-2 AAA
    2005-KS2      M-1                                 AA
    2005-KS2      M-2                                 A+
    2005-KS2      M-3                                 A
    2005-KS2      M-4                                 A-
    2005-KS2      M-5                                 BBB+
    2005-KS2      M-6                                 BBB
    2005-KS2      B                                   BBB-
    2005-EMX1     A-I-1, A-I-2, A-I-3, A-II-1, A-II-2 AAA
    2005-EMX1     M-1                                 AA
    2005-EMX1     M-2                                 A
    2005-EMX1     M-3                                 A-
    2005-EMX1     M-4                                 BBB+
    2005-EMX1     M-5                                 BBB
    2005-EMX1     M-6                                 BBB-
    2005-EMX1     B                                   BB+
    2005-KS3      A-1, A-2, A-3, A-4                  AAA
    2005-KS3      M-1, M-2                            AA+
    2005-KS3      M-3                                 AA
    2005-KS3      M-4                                 AA-
    2005-KS3      M-5                                 A+
    2005-KS3      M-6                                 A
    2005-KS3      M-7                                 A-
    2005-KS3      M-8                                 BBB+
    2005-KS3      M-9                                 BBB
    2005-KS3      M-10                                BBB-
    2005-KS3      B-1, B-2, B-3                       BB+
    2005-KS4      A-1, A-2, A-3                       AAA
    2005-KS4      M-1                                 AA
    2005-KS4      M-2                                 A+
    2005-KS4      M-3                                 A
    2005-KS4      M-4                                 A-
    2005-KS4      M-5                                 BBB+
    2005-KS4      M-6                                 BBB
    2005-KS4      M-7                                 BBB-
    2005-KS4      B-1                                 BB+
    2005-KS4      B-2                                 BB
    2005-KS5      A-1, A-2, A-3                       AAA
    2005-KS5      M-1                                 AA+
    2005-KS5      M-2                                 AA
    2005-KS5      M-3                                 AA-
    2005-KS5      M-4                                 A+
    2005-KS5      M-5                                 A
    2005-KS5      M-6                                 A-
    2005-KS5      M-7                                 BBB+
    2005-KS5      M-8                                 BBB
    2005-KS5      M-9                                 BBB-
    2005-KS5      B-1                                 BB+
    2005-KS5      B-2                                 BB
    2005-KS6      A-1, A-2, A-3, A-4                  AAA
    2005-KS6      M-1                                 AA+
    2005-KS6      M-2, M-3                            AA
    2005-KS6      M-4                                 AA-
    2005-KS6      M-5                                 A+
    2005-KS6      M-6                                 A
    2005-KS6      M-7                                 A-
    2005-KS6      M-8, M-9                            BBB+
    2005-KS6      M-10, M-11                          BBB-
    2005-KS6      B-1                                 BB+
    2005-EMX2     A-1, A-2, A-3, A-4                  AAA
    2005-EMX2     M-1                                 AA+
    2005-EMX2     M-2, M-3                            AA
    2005-EMX2     M-4                                 AA-
    2005-EMX2     M-5                                 A+
    2005-EMX2     M-6                                 A
    2005-EMX2     M-7                                 BBB+
    2005-EMX2     M-8                                 BBB
    2005-EMX2     M-9                                 BBB-
    2005-EMX2     B                                   BB+
    2005-KS7      A-1, A-2, A-3                       AAA
    2005-KS7      M-1                                 AA+
    2005-KS7      M-2, M-3                            AA
    2005-KS7      M-4                                 AA-
    2005-KS7      M-5, M-6                            A+
    2005-KS7      M-7                                 A
    2005-KS7      M-8                                 A-
    2005-KS7      M-9                                 BBB+
    2005-KS7      M-10                                BBB
    2005-KS8      A-1, A-2, A-3, A-4                  AAA
    2005-KS8      M-1                                 AA+
    2005-KS8      M-2, M-3                            AA
    2005-KS8      M-4                                 AA-
    2005-KS8      M-5                                 A+
    2005-KS8      M-6                                 A
    2005-KS8      M-7                                 A-
    2005-KS8      M-8                                 BBB+
    2005-KS8      M-9                                 BBB
    2005-KS8      M-10                                BBB-
    2005-EMX3     A-I-1, A-I-2, A-I-3, A-I-4, A-II    AAA
    2005-EMX3     M-1, M-2                            AA+
    2005-EMX3     M-3                                 AA
    2005-EMX3     M-4, M-5                            AA-
    2005-EMX3     M-6                                 A+
    2005-EMX3     M-7                                 A
    2005-EMX3     M-8                                 A-
    2005-EMX3     M-9                                 BBB
    2005-EMX3     M-10                                BBB-
    2005-KS9      A-1, A-2, A-3                       AAA
    2005-KS9      M-1                                 AA+
    2005-KS9      M-2, M-3                            AA
    2005-KS9      M-4, M-5                            A+
    2005-KS9      M-6                                 A
    2005-KS9      M-7                                 A-
    2005-KS9      M-8                                 BBB+
    2005-KS9      M-9                                 BBB
    2005-KS9      B-1                                 BBB-
    2005-KS9      B-2                                 BB+
    2005-AHL1     A-1, A-2, A-3                       AAA
    2005-AHL1     M-1                                 AA+
    2005-AHL1     M-2                                 AA
    2005-AHL1     M-3                                 AA-
    2005-AHL1     M-4                                 A+
    2005-AHL1     M-5                                 A
    2005-AHL1     M-6                                 A-
    2005-AHL1     M-7                                 BBB+
    2005-AHL1     M-8                                 BBB
    2005-AHL1     M-9                                 BBB-
    2005-KS10     A-I-1, A-I-2, A-I-3, A-II           AAA
    2005-KS10     M-1                                 AA+
    2005-KS10     M-2, M-3                            AA
    2005-KS10     M-4                                 AA-
    2005-KS10     M-5                                 A+
    2005-KS10     M-6                                 A
    2005-KS10     M-7                                 BBB+
    2005-KS10     M-8                                 BBB
    2005-KS10     M-9                                 BBB-
    2005-KS10     B                                   BB+
    2005-EMX4     A-1, A-2, A-3                       AAA
    2005-EMX4     M-1, M-2, M3                        AA+
    2005-EMX4     M-4, M-5                            AA
    2005-EMX4     M-6                                 AA-
    2005-EMX4     M-7                                 A
    2005-EMX4     M-8                                 A-
    2005-EMX4     M-9                                 BBB+
    2005-KS11     A-I-1, A-I-2, A-I-3, A-I-4, A-II    AAA
    2005-KS11     M-1, M-2, M-3                       AA+
    2005-KS11     M-4, M-5                            AA
    2005-KS11     M-6                                 AA-
    2005-KS11     M-7                                 A+
    2005-KS11     M-8                                 A
    2005-KS11     M-9                                 BBB+
    2005-EMX5*    A-1, A-2, A-3                       AAA
    2005-KS12     A-1, A-2, A-3                       AAA
    2005-KS12     M-1, M-2, M-3                       AA+
    2005-KS12     M-4, M-5                            AA
    2005-KS12     M-6                                 AA-
    2005-KS12     M-7                                 A
    2005-KS12     M-8                                 A-
    2005-KS12     M-9                                 BBB+
    2006-EMX1     A-1, A-2, A-3                       AAA
    2006-EMX1     M-1, M-2                            AA+
    2006-EMX1     M-3                                 AA
    2006-EMX1     M-5                                 AA-
    2006-EMX1     M-6                                 A+
    2006-EMX1     M-7                                 A
    2006-EMX1     M-8                                 BBB+
    2006-EMX1     M-9                                 BBB
    2006-KS1      A-1, A-2, A-3, A-4                  AAA
    2006-KS1      M-1, M-2, M-3                       AA+
    2006-KS1      M-4, M-5                            AA
    2006-KS1      M-6                                 AA-
    2006-KS1      M-7                                 A
    2006-KS1      M-8                                 A-
    2006-KS1      M-9                                 BBB+
    2006-EMX2     A-1, A-2, A-3                       AAA
    2006-EMX2     M-1, M-2                            AA+
    2006-EMX2     M-3                                 AA
    2006-EMX2     M-4, M-5                            AA-
    2006-EMX2     M-6                                 A+
    2006-EMX2     M-7, M-8                            A-
    2006-EMX2     M-9                                 BBB
    2006-KS2      A-1, A-2, A-3, A-4                  AAA
    2006-KS2      M-1, M-2                            AA+
    2006-KS2      M-3, M-4                            AA
    2006-KS2      M-5                                 AA-
    2006-KS2      M-6                                 A+
    2006-KS2      M-7                                 A
    2006-KS2      M-8                                 BBB+
    2006-KS2      M-9                                 BBB
    2006-KS2      M-10                                BBB-
    2006-KS3      A-I-1, A-I-2, A-I-3, A-I-4, A-II    AAA
    2006-KS3      M-1, M-2                            AA+
    2006-KS3      M-3, M-4                            AA
    2006-KS3      M-5                                 AA-
    2006-KS3      M-6                                 A+
    2006-KS3      M-7                                 A
    2006-KS3      M-8                                 A-
    2006-KS3      M-9                                 BBB+
    2006-KS3      M-10                                BBB
    2006-KS3      M-11                                BBB-
    2006-EMX3     A-1, A-2, A-3                       AAA
    2006-EMX3     M-1, M-2                            AA+
    2006-EMX3     M-3                                 AA
    2006-EMX3     M-4                                 AA-
    2006-EMX3     M-5                                 A+
    2006-EMX3     M-6                                 A
    2006-EMX3     M-7                                 A-
    2006-EMX3     M-8                                 BBB+
    2006-EMX3     M-9                                 BBB
    2006-EMX4     A-1, A-2, A-3, A-4                  AAA
    2006-EMX4     M-1, M-2                            AA+
    2006-EMX4     M-3                                 AA
    2006-EMX4     M-4                                 AA-
    2006-EMX4     M-5                                 A+
    2006-EMX4     M-6                                 A
    2006-EMX4     M-7                                 A-
    2006-EMX4     M-8                                 BBB+
    2006-EMX4     M-9                                 BBB
    2006-KS4      A-1, A-2, A-3, A-4                  AAA
    2006-KS4      M-1, M-2                            AA+
    2006-KS4      M-3                                 AA-
    2006-KS4      M-4                                 A+
    2006-KS4      M-5                                 A
    2006-KS4      M-6                                 A-
    2006-KS4      M-7                                 BBB+
    2006-KS4      M-8                                 BBB
    2006-KS4      M-9, M-10                           BBB-
    2006-KS4      B                                   BB+
    2006-KS5      A-1, A-2, A-3, A-4                  AAA
    2006-KS5      M-1, M-2                            AA+
    2006-KS5      M-3, M-4                            AA
    2006-KS5      M-5                                 A+
    2006-KS5      M-6                                 A
    2006-KS5      M-7                                 BBB+
    2006-KS5      M-8                                 BBB
    2006-KS5      M-9                                 BBB-
    2006-KS5      B                                   BB+
    2006-EMX5     A-1, A-2, A-3, A-4                  AAA
    2006-EMX5     M-1, M-2, M-3                       AA+
    2006-EMX5     M-4                                 AA
    2006-EMX5     M-5                                 AA-
    2006-EMX5     M-6                                 A+
    2006-EMX5     M-7                                 A
    2006-EMX5     M-8                                 A-
    2006-EMX5     M-9                                 BBB
    2006-EMX6     A-1, A-2, A-3, A-4                  AAA
    2006-EMX6     M-1                                 AA+
    2006-EMX6     M-2, M-3                            AA
    2006-EMX6     M-4                                 A+
    2006-EMX6     M-5                                 A
    2006-EMX6     M-6                                 A-
    2006-EMX6     M-7                                 BBB+
    2006-EMX6     M-8                                 BBB
    2006-EMX6     M-9                                 BBB-
    2006-KS6      A-1, A-2, A-3, A-4                  AAA
    2006-KS6      M-1                                 AA+
    2006-KS6      M-2, M-3                            AA
    2006-KS6      M-4, M-5                            A+
    2006-KS6      M-6                                 A-
    2006-KS6      M-7                                 BBB+
    2006-KS6      M-8                                 BBB
    2006-KS6      M-9                                 BBB-
    2006-KS6      B                                   BB+
    2006-EMX7     A-1, A-2, A-3, A-4                  AAA
    2006-EMX7     M-1                                 AA+
    2006-EMX7     M-2                                 AA
    2006-EMX7     M-3                                 AA-
    2006-EMX7     M-4                                 A+
    2006-EMX7     M-5                                 A
    2006-EMX7     M-6                                 A-
    2006-EMX7     M-7                                 BBB+
    2006-EMX7     M-8                                 BBB
    2006-EMX7     M-9                                 BBB-
    2006-KS7      A-1, A-2, A-3, A-4                  AAA
    2006-KS7      M-1                                 AA+
    2006-KS7      M-2                                 AA
    2006-KS7      M-3                                 AA-
    2006-KS7      M-4                                 A+
    2006-KS7      M-5                                 A
    2006-KS7      M-6                                 A-
    2006-KS7      M-7                                 BBB+
    2006-KS7      M-8                                 BBB
    2006-KS7      M-9                                 BBB-
    2006-EMX8     A-I-1, A-I-2, A-I-3, A-I-4, A-II    AAA
    2006-EMX8     M-1                                 AA+
    2006-EMX8     M-2                                 AA
    2006-EMX8     M-3                                 AA-
    2006-EMX8     M-4                                 A+
    2006-EMX8     M-5                                 A
    2006-EMX8     M-6                                 A-
    2006-EMX8     M-7                                 BBB+
    2006-EMX8     M-8                                 BBB
    2006-EMX8     M-9                                 BBB-
    2006-KS8      A-1, A-2, A-3, A-4                  AAA
    2006-KS8      M-1                                 AA+
    2006-KS8      M-2                                 AA
    2006-KS8      M-3                                 AA-
    2006-KS8      M-4                                 A+
    2006-KS8      M-5                                 A
    2006-KS8      M-6                                 A-
    2006-KS8      M-7                                 BBB+
    2006-KS8      M-8                                 BBB
    2006-KS8      M-9                                 BBB-
    2006-EMX9     A-I-1, A-I-2, A-I-3, A-I-4, A-II    AAA
    2006-EMX9     M-1                                 AA+
    2006-EMX9     M-2                                 AA
    2006-EMX9     M-3                                 AA-
    2006-EMX9     M-4                                 A+
    2006-EMX9     M-5                                 A
    2006-EMX9     M-6                                 A-
    2006-EMX9     M-7                                 BBB+
    2006-EMX9     M-8                                 BBB
    2006-EMX9     M-9                                 BBB-
    2006-EMX9     M-10                                BB+
    2006-KS9      A-I-1, A-I-2, A-I-3, A-I-4, A-II    AAA
    2006-KS9      M-1S                                AA+
    2006-KS9      M-2S, M-3S                          AA
    2006-KS9      M-4                                 AA-
    2006-KS9      M-5                                 A+
    2006-KS9      M-6                                 A
    2006-KS9      M-7                                 BBB+
    2006-KS9      M-8                                 BBB
    2006-KS9      M-9                                 BBB-

                   *Series has bond insurance.


RESOURCE AMERICA: Inks Amendment to Commerce Bank Loan Agreement
----------------------------------------------------------------
Resource America Inc. entered into an amendment to its 5-year
$75 million loan and security agreement dated as of May 24, 2007,
by and among the company and Commerce Bank N.A., as a Lender,
issuing bank and agent to add U.S. Bank, National Association as a
lender under the Loan Agreement.  As a result of the addition of
U.S. Bank, National Association, the borrowing base availability
on the date of the amendment was increased to $73.9 million from
$50 million.

Headquartered in Philadelphia, PA, Resource America Inc.
(NASDAQ: REXI) -- http://www.resourceamerica.com/-- is a
specialized asset management company that uses industry specific
expertise to generate and administer investment opportunities for
its own account and for outside investors in the financial fund
management, real estate and commercial finance sectors.

                           *     *     *

Moody's Investors Service placed Resource America Inc.'s senior
unsecured rating at Caa1.


ROCK-TENN: Earns $25.2 Million in 2007 Third Fiscal Quarter
-----------------------------------------------------------
Rock-Tenn Company reported net income of $25.2 million, for its
third fiscal quarter of 2007.  The company reported net income of
$11 million, in the prior year quarter.

Net sales for the third quarter of fiscal 2007 increased 7.9% from
the third quarter of fiscal 2006 to $591.4 million, an increase of
$43.1 million.  Segment income of $59.3 million increased $24.6
million from the prior year quarter.

Income for the third quarter of fiscal 2007 included pre-tax
restructuring and other costs of $0.6 million.  Income for the
third quarter of fiscal 2006 included pre-tax restructuring and
other costs of $2.7 million.

                          Segment Results

Packaging Products segment net sales were $319 million in the
third quarter of fiscal 2007 compared to $326.2 million in the
prior year quarter.  Segment income of $12.4 million in the third
quarter of fiscal 2007 was $800,000 lower than the third quarter
of fiscal 2006.

Paperboard segment net sales increased $43.6 million from the
prior year quarter to $247.7 million in the third quarter of
fiscal 2007.  Segment income of $34.1 million increased
$15.2 million over the prior year quarter.

Merchandising Displays segment net sales were $76.8 million in the
third quarter of fiscal 2007, as compared to $58.8 million in the
prior year third quarter.  Segment income was $10.8 million in the
third quarter of fiscal 2007 compared to $1.6 million in the prior
year quarter.

Corrugated segment net sales increased $4 million over the prior
year quarter to $40.6 million in the third quarter of fiscal 2007.
Segment income was $2 million in the third quarter of fiscal 2007
and $1 million in the prior year quarter.

                   Balance Sheet and Liquidity

Net cash provided by operating activities in the third quarter of
fiscal 2007 was $71.8 million, an increase of $36.4 million over
the prior year quarter.

During the quarter Rock-Tenn Company contributed $16.1 million to
its pension plans and decreased debt by $49.6 million.  The
company's Credit Agreement Debt/EBITDA ratio was 2.60 times as of
June 30, 2007, based on Credit Agreement EBITDA for the 12 months
ended June 30, 2007, of $284 million.

At June 30, 2007, the company had $1.8 billion in total assets,
$1.2 billion in total liabilities, and $611.8 million in total
stockholders' equity.

                   Executive Officer's Statement

Rock-Tenn Company chairman and chief executive officer James A.
Rubright stated, "Our record results and strong year over year and
sequential quarter gains reflect the value we bring to our
paperboard and packaging customers.  Our strategy of offering high
quality products produced at very low costs is paying off in
today's marketplace where customers continue to choose sustainable
paperboard packaging.  Supply and demand for bleached and recycled
paperboard continue to be in tight balance.  Our promotional
display business continues to record strong year over year sales
and earnings gains, strengthening its position as the market
leader for new product launches and major product promotions."

                      About Rock-Tenn Company

Rock-Tenn Company provides a wide range of marketing and packaging
solutions to consumer products companies at low costs, with annual
net sales of approximately $2.3 billion and operating locations in
the United States, Canada, Mexico, Argentina and Chile.  The
company is one of North America's leading manufacturers of
packaging products, merchandising displays and bleached and
recycled paperboard.

                     About Rock-Tenn Company

Rock-Tenn Company (NYSE: RKT) -- http://www.rocktenn.com/--
provides a wide range of marketing and packaging solutions to
consumer products companies, with operating locations in the
United States, Canada, Mexico, Argentina and Chile.  The company
is one of North America's leading manufacturers of packaging
products, merchandising displays and bleached and recycled
paperboard.

                           *     *     *

As reported in the Troubled Company Reporter, June 20, 2007,
Standard & Poor's Ratings Services placed its ratings on Rock-Tenn
Co. including the 'BB' corporate credit rating, on CreditWatch
with positive implications.


ROO GROUP: Posts Net Loss of $6.5 Million in Qtr. Ended March 31
----------------------------------------------------------------
ROO Group Inc. reported a net loss of $6.5 million on revenue of
$3 million for the first quarter ended March 31, 2007, compared
with a net loss of $2.6 million on revenue of $1.8 million for the
same period ended March 31, 2006.

The increase in revenue is principally from the increasing sales
revenue from operations.

The increase in net loss is mainly due to the increase in total
expenses, partly offset by the increase in revenue.

Total expenses increased $5.3 million or 120%, to $9.7 million
during the quarter ended March 31, 2007, from $4.4 million in the
prior period quarter.

At March 31, 2007, the company's balance sheet showed
$16.4 million in total assets, $6.0 million in total liabilities,
negative $95,000 in minority interest, and $10.5 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?20ef

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2007,
Moore Stephens PC expressed substantial doubt about ROO Group
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and negative cash flows from
operations.

                         About ROO Group

ROO Group Inc. (OTC BB: RGRP) -- http://www.roo.com/-- provides
digital media solutions and technology that enables the
activation, marketing and distribution of digital media video
content over the Internet and emerging broadcasting platforms such
as set top boxes and wireless.  ROO offers turnkey video solutions
for businesses seeking to improve their web presence with video
broadcasts or broadcast their own latest video clips.


ROYAL ARKANSAS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Royal Arkansas Hotel and Suites, Inc.
        2167 East 21st Street, P.O. Box 103
        Brooklyn, NY 11229

Bankruptcy Case No.: 07-13911

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: July 23, 2007

Court: Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Jimmy D. Eaton, Esq.
                  1824 North Main
                  North Little Rock, AR 72114
                  Tel: (501) 758-3010
                  Fax: (501) 421-9970

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


RYERSON INC: Moody's Reviews B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service placed the ratings for Ryerson Inc. (B1
corporate family rating) under review for possible downgrade.

The review was prompted by the announcement that Ryerson has
entered into a definitive merger agreement with Platinum Equity in
a transaction valued at about $2 billion.  Ryerson's board of
directors has unanimously approved the merger agreement and
recommends approval of the transaction by Ryerson's stockholders.
However, the merger agreement permits Ryerson to solicit superior
proposals from other parties through Aug. 18, 2007.  The Platinum
Equity transaction is not subject to any financing conditions and
is expected to be concluded by the fourth quarter of 2007.

The review for downgrade reflects Moody's concerns that the
Platinum Equity acquisition, or any competing proposal, will
result in higher leverage at Ryerson than it has typically
employed.  The review will focus on the terms of the proposed
transaction and the new debt, pro forma credit metrics, and
Platinum Equity's strategic and operational plans for managing the
company.

Moody's notes that Ryerson's 8.25% notes due 2011 are subject to a
change of control provision that allow noteholders to put the
notes back to Ryerson at a purchase price of 101% plus accrued and
unpaid interest if a change of control occurs.  If the notes are
redeemed, Moody's may withdraw all its ratings for Ryerson.

These ratings have been placed under review for downgrade:

-- B1 -- Corporate family rating
-- B1 -- Probability of default rating
-- B3 -- $150 million of 8.25% Senior Unsecured Notes Due 2011

Ryerson, with revenues of $5.9 billion in 2006, is the second
largest metals distributor and processor in North American.  It is
headquartered in Chicago, Illinois.


RYERSON INC: Platinum Equity Merger Cues S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and 'B-' senior unsecured debt ratings on Ryerson Inc. on
CreditWatch with negative implications.

The CreditWatch listing followed the announcement that the
Chicago, Illinois-based metals processor and distributor had
entered into a definitive merger agreement in which Platinum
Equity, a leading private equity firm, will acquire the company in
a transaction valued at about $2 billion.  Under the agreement, an
affiliate of Platinum Equity will acquire all of the outstanding
shares of Ryerson common and convertible preferred stock for
$34.50 per share in cash.  The company expects to complete the
transaction by the 2007 fourth quarter, subject to regulatory and
shareholder approval and customary closing conditions.  It is not
subject to a financing condition.  In addition, under the merger
agreement, Ryerson, with the assistance of its advisors, is
entitled to seek alternative acquisition proposals from third
parties through Aug. 18, 2007.

In resolving the CreditWatch listing, S&P will review the
company's business strategy, capital structure, and liquidity.
"The proposed leveraged buyout, or other leveraging transaction,
will likely significantly increase the debt burden and thus
materially weaken Ryerson's key credit measures, and therefore we
would expect to lower the credit rating at least one notch,"
Ms. Shmaruk said.


SBE INC: Posts $105,000 Net Loss in Second Quarter Ended April 30
-----------------------------------------------------------------
SBE Inc. reported a net loss of $105,000 for the second quarter
ended April 30, 2007, compared with a net loss of $3 million  for
the same period ended April 30, 2006.

Net revenue for the second quarter of fiscal 2007 was $27,000,
compared to no revenue in the second quarter of fiscal 2006.  All
of the revenue from continuing operations is generated from the
sales and servicing of storage software.

Results for the second quarter ended April 30, 2007, includes a
$1.3 million gain on sale of discontinued operations, compared to
zero in 2006.  On March 30, 2007, the company sold all of the
assets associated with its hardware business (excluding cash,
accounts receivable and other excluded assets specified in the
asset purchase agreement) to One Stop Systems for $2.2 million in
cash plus One Stop's assumption of the lease of the company's
corporate headquarters building and certain equipment leases.  The
company received $1.7 million in cash on the date of the sale and
received an additional $500,000 in cash on June 5, 2007.

The decrease in net loss is mainly attributable to the
$1.3 million decrease in total operating expenses and the
$1.3 million gain from sale of discontinued operations.

At April 30, 2007, the company's balance sheet showed $3.2 million
in total assets, $634,000 in total liabilities, and $2.5 million
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?20da

                       Going Concern Doubt

BDO Seidman LLP, in San Francisco, California, expressed
substantial doubt about SBE Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Oct. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses and negative cash flows from
operations.

                        About SBE Inc.

SBE Inc. (NASDAQ: SBEI) -- http://www.sbei.com/-- designs and
provides IP-based storage networking solutions for an extensive
range of business critical applications, including back-up and
disaster recovery.  SBE delivers a portfolio of scalable,
optimal performance and rapid deployment across a wide range of
standards-based hardware and software products designed to enable
next-generation storage systems.


SECURED DIVERSIFIED: March 31 Balance Sheet Upside-down by $20,291
------------------------------------------------------------------
Secured Diversified Investment Ltd.'s consolidated balance sheet
at March 31, 2007, showed $1.62 million in total assets,
$1.56 million in total liabilities, and $84,275 in minority
interest, resulting in a $20,291 total stockholders' deficit.

The company reported a net loss of $103,934 on net revenues of
$73,985 for the first quarter ended March 31, 2007, compared with
a net loss of $68,200 on net revenues of $76,940 for the same
period last year.

The net loss for the quarter ended March 31, 2007, includes a loss
of $6,031 from discontinued operations.  The company had no
discontinued operations for the three months ended March 31, 2006.

The increase in net loss is primarily attributable to other income
of $134,318 in the 2006 quarter, the source of which is
undisclosed, compared to other expense of $3,305 for the 2007
quarter.

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?20e9

The company has accumulated deficit of $8,844,931 as of March 31,
2007.  Additionally, the company reported cash of only $2,752 and
accounts payable, other accrued liabilities, and interest payable
of $282,778, at March 31, 2007.  The company does not have
adequate cash reserves to may its existing obligations and it
appears that the company will not appear able to raise the
necessary capital to meet its obligations for the next 12 months.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2007,
Kabani & Company Inc. in Los Angeles, Calif., expressed
substantial doubt about Secured Diversified Investment Ltd.'s
ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's sustained
net losses since inception and insufficient cash to cover its
operating costs.

                    About Secured Diversified

Based in Paradise Valley, Arizona, Secured Diversified Investment
Ltd. (OTC BB: SDVF.OB) -- http://www.secureddiversified.com/--  
owns a shopping center in Orange, California; a single story
office building in Newport Beach, California through its majority
owned subsidiary Diversified Commercial Brokers LLC; a 25 percent
Tenant-in-Common interest in a commercial property located in
Paradise Valley, Arizona; and a 33.3 percent interest in a
property, consisting of a 2,180 square foot structure on
approximately 38,587 square feet of land, located in Phoenix,
Arizona.


SERVICEMASTER CO: Moody's Rates $1.15 Billion Term Loan at B3
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the
$1.15 billion senior unsecured interim term loan of The
ServiceMaster Company and withdrew the B3 rating on the
$1.15 billion proposed senior unsecured note offering, which was
cancelled.

The proceeds from the bridge facility, along with secured
financing and an equity contribution, were utilized to finance the
leveraged buyout of ServiceMaster that closed on July 24, 2007.
Moody's also downgraded to Caa1 from Baa3 $585 million in
aggregate principal amount of existing senior notes with maturity
dates ranging from 2007 to 2038, since such notes were not
redeemed at the time of the closing of the buyout.  These rating
actions conclude a review for possible downgrade initiated on
March 19, 2007 following the announcement that the company had
entered into a definitive agreement to be acquired by an
investment group led by Clayton, Dubilier & Rice, Inc.  The rating
outlook is stable.

The leveraged buyout financing package included a $2.65 billion
senior secured term loan, a $1.15 billion bridge facility and an
equity contribution of about $1.43 billion.  The $2.65 billion
term loan includes a $240 million delayed draw tranche that may be
used within 45 days of the closing to fund the redemption of
$179 million in senior unsecured notes due 2009, which were called
for redemption on July 24, 2007, and to repay $49 million in
senior unsecured notes with a maturity date in August 2007.

Moody's also affirmed the B2 Corporate Family Rating, B2
Probability of Default Rating and B1 rating on the $3.3 billion
senior secured credit facility.  The credit facility consists of
the $2.65 billion senior secured term loan, a $500 million senior
secured revolver and a pre-funded $150 million synthetic letter of
credit facility, downsized from $200 million.  The $500 million
revolving credit facility was undrawn and fully available at
closing.

The downgrade of the $585 million of existing senior notes of
ServiceMaster to Caa1, one notch below the bridge facility,
reflects a lack of subsidiary guarantees which effectively
subordinates such notes to the bridge facility.  The $585 million
principal amount of downgraded senior notes includes $179 million
in senior unsecured notes due 2009 and $49 million in senior
unsecured notes with a maturity date in August 2007.

The B2 Corporate Family Rating is constrained by weak credit
metrics pro forma for the buyout, significant competition from
local, regional and national competitors and potential earnings
cyclicality.  The ratings are supported by leading market
positions and brands in large end-markets, favorable geographic
and service line diversification and stable financial performance.
In addition, strategic initiatives to reduce costs and improve
retention rates should drive performance improvements in the
intermediate term.

Moody's took these rating actions with respect to The
ServiceMaster Company (Old):

-- Downgraded $49 million senior unsecured notes due 2007, to
    Caa1(LGD 6, 95%) from Baa3

-- Downgraded $79 million senior unsecured notes due 2018, to
    Caa1(LGD 6, 95%) from Baa3

-- Downgraded $195 million senior unsecured notes due 2027, to
    Caa1(LGD 6, 95%) from Baa3

-- Downgraded $83 million senior unsecured notes due 2038, to
    Caa1(LGD 6, 95%) from Baa3

-- Downgraded $179 million senior unsecured notes due 2009, to -
    Caa1(LGD 6, 95%) from Baa3 (ratings expected to be withdrawn
    upon closing of the redemption)

-- Downgraded $300 million medium term note program, to Caa1(LGD
    6, 95%) from Baa3

-- Downgraded senior unsecured shelf registration, to (P)Caa1(LGD
    6, 95%) from (P)Baa3

Moody's took these rating actions with respect to The
ServiceMaster Company (CDRSVM Acquisition Co., Inc. merged into
The ServiceMaster Company in connection with the closing of the
buyout):

-- Assigned $1.15 billion senior unsecured interim term loan
    facility, B3 (LGD 5, 73%)

-- Affirmed $2.65 billion 7 year senior secured term loan B, B1
    (LGD 3, 34%)

-- Affirmed $500 million 6 year senior secured revolving credit
    facility, B1 (LGD 3, 34%)

-- Affirmed $150 million (downsized from $200 million) 7 year
    senior secured synthetic letter of credit facility, B1 (LGD 3,
    34%)

-- Affirmed Corporate Family Rating, B2

-- Affirmed Probability of Default Rating, B2

-- Withdrew $1.15 billion 8 year senior unsecured toggle notes,
    B3 (LGD 5, 74%)

The stable outlook anticipates moderate organic revenue growth and
EBITDA improvement over the next 12-18 months. Cash flow, leverage
and interest coverage are expected to remain weak for the rating
category during this period.

Based in Memphis, ServiceMaster is a leading provider of
outsourcing services to residential and commercial customers,
primarily in the United States.  Its services include lawn care,
landscape maintenance, termite and pest control, home warranty,
disaster response and reconstruction, cleaning and disaster
restoration, house cleaning, furniture repair, and home
inspection.  For the twelve months ended March 31, 2007, the
company generated revenue of about $3.5 billion.


SPENCER CAPITAL: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Spencer Capital Investments, LLC
        111 West Linden Avenue
        Burbank, CA 91502

Bankruptcy Case No.: 07-50969

Chapter 11 Petition Date: July 23, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Christopher Patrick Burke, Esq.
                  702 Plumas Street
                  Reno, NV 89509
                  Tel: (775) 333-9277

Total Assets: $3,296,005

Total Debts:  $3,927,931

Debtor's List of its 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
EMC                            7721 West Delhi Avenue     $288,750
9357 villa Tuscany             Las Vegas, NV 89129        Secured:
Las Vegas, NV 89129                                       $280,000

                                                           $96,155
                                                          Secured:
                                                          $280,000
                                                      Senior Lien:
                                                          $288,750

                               2927 Disk Avenue           $102,398
                                                          Secured:
                                                          $320,000
                                                      Senior Lien:
                                                          $307,500

                               6525 Casamar Street         $88,662
                               North Las Vegas            Secured:
                                                          $307,000
                                                      Senior Lien:
                                                          $266,390

                               9357 Villa Tuscany          $97,403
                               Avenue, Las Vegas          Secured:
                                                          $360,000
                                                      Senior Lien:
                                                          $292,500

Litton Loan Service            183 Andada Drive            $93,815
4828 Loop Central Drive        Henderson, Nevada          Secured:
Houston, TX 77081                                         $325,000
                                                      Senior Lien:
                                                          $374,213

                               183 Andada Drive           $374,213
                               Henderson, Nevada          Secured:
                                                          $325,000

GMAC Mortgage                  1643 Walingwood Drive       $64,925
3451 Hammond Avenue            North Las Vegas            Secured:
P.O. Box 780                                              $275,000
Waterloo, IA 50704-0780                               Senior Lien:
                                                          $260,000

                               5836 Hoop Land              $92,879
                               Valley Court               Secured:
                               Las Vegas                  $444,000
                                                      Senior Lien:
                                                          $372,000

                               8977 Townbridge             $77,910
                               Las Vegas                  Secured:
                                                          $319,000
                                                      Senior Lien:
                                                          $312,000

                               5827 Delonee Skies          $91,894
                               Avenue, Las Vegas          Secured:
                                                          $389,000
                                                      Senior Lien:
                                                          $368,000

                               6801 Neepawa Circle         $55,842
                               Las Vegas                  Secured:
                                                          $274,000
                                                      Senior Lien:
                                                          $224,000

Aliante Master Association     2927 Disk Avenue               $264
                               North Las Vegas            Secured:
                                                          $320,000
                                                      Senior Lien:
                                                          $409,898

Rancho Arroyo Grande           183 Andada Drive               $225
                               Henderson, Nevada          Secured:
                                                          $325,000
                                                      Senior Lien:
                                                          $468,029

RMI Management, LLC            5827 Delonee Skies              $79
                               Avenue, Las Vegas          Secured:
                                                          $389,000
                                                      Senior Lien:
                                                          $459,894

                               5836 Hoop Land                  $39
                               Valley Court               Secured:
                               Las Vegas                  $444,000
                                                      Senior Lien:
                                                          $464,879

Spinnaker Homes                8977 Townbridge Avenue          $57
                               Las Vegas                  Secured:
                                                          $319,000
                                                      Senior Lien:
                                                          $389,910

Terra West Property Mgt.       1643 Walingwood Drive           $30
                               North Las Vegas            Secured:
                                                          $275,000
                                                      Senior Lien:
                                                          $324,925

Anna Maria Colangelo           Real Estate Contract        Unknown
                               for Deed

Lawana & Deron Ross            Real Estate                 Unknown


ST. PAUL SENIOR: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: St. Paul Senior Living at Marlton, L.P.
        5817 Allentown Way
        Temple Hills, MD 20748
        Tel: (301) 449-1290

Bankruptcy Case No.: 07-16820

Type of Business: The Debtor's affiliate, St. Paul Plaza Office
                  Building, LLC, filed for Chapter 11 protection
                  on Nov. 5, 2006 (Bankr. D. Md. Case No.
                  06-16999).

Chapter 11 Petition Date: July 24, 2007

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Stanton J. Levinson, Esq.
                  P.O. Box 1746
                  Silver Spring, MD 20915
                  Tel: (301) 649-7888

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Potomac Real Estate              Loan                     $100,000
Management Co.
5817 Allentown Way
Temple Hills, MD 20748

Rifkin, Livingston,              Trade                     $32,145
Levitan, Silver LLC
575 South Charles Street
Baltimore, MD 21201

Torti Gallas & Partners          Trade                     $12,542
1300 Spring Street, 4th Floor
Silver Spring, MD 20910

Robert Charles                   Trade                      $9,878
Lesser & Co., LLC

RDA Engineering Co.              Trade                      $7,054

Maryland Sign Design             Trade                      $1,700

TRC                              Trade                        $427


STANDARD MOTOR: S&P Revises Outlook to Positive from Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Standard
Motor Products Inc. to positive from negative, reflecting the
company's improved financial flexibility, EBITDA margins, cash
flow generation, and the potential to sustain these results and
enhance credit measures in the next two years.  Following
completion of the lengthy and challenging integration of the Dana
Engine Management acquisition, Standard Motor has begun to achieve
margin expansion through facilities rationalization, manufacturing
initiatives, and selective price increases.

The ratings on the Long Island City, New York-based automotive
aftermarket parts manufacturer and distributor, including the 'B-'
corporate credit rating, were affirmed.  The company had
$272 million of total balance-sheet debt at March 31, 2007.


SYROCO INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Syroco, Inc.
        Highway 52 Intersection 506
        Exit 95
        Cotto Laurel, PR 00780

Bankruptcy Case No.: 07-04091

Type of Business: The Debtor manufactures household furniture.

Chapter 11 Petition Date: July 23, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  Charles Alfred Cuprill, PSC Law Office
                  356 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
Larry Hardy                                    $6,000,000
270 North Canon Drive, 3rd Floor
Beverly Hills, CA 90210

Douglas & Nancy Persse                         $2,600,000
Sherry R. Bruce
One Lincold Center, Suite 330
Syracuse, NY 13202

Huntsman Corporation                             $683,532
P.O. Box 3986
307 South Grandview

Formosa Plastics                                 $590,069
9 Peachtree Hill Road
Livingston, NJ 7039

Willstaff Worldwide Inc.                         $276,638
328 DeSiard Street
Monroe, LA 71201

National Grid                                    $239,798

Ineos Olefins & Polymers                         $238,956

Integrated Logistics                             $220,864

Peoplelink, LLC                                  $168,384

Osterman & Company                               $154,714

McCann Plastics, Inc.                            $130,579

RMSCO                                            $122,664

Risk Strategies Company                          $117,484

Mesa Industries                                  $117,428

Benton County Tax Collector                      $102,596

Smurfit-Stone Container Company                  $100,627

Integrity Tool & Mold Inc.                        $91,712

Skypark Corona, LLC                               $83,748

Trelleborg Forsheda                               $79,537

Southern California Edison                        $74,014


THEGLOBE.COM INC: June 30 Balance Sheet Upside-down by $8.5 Mil.
----------------------------------------------------------------
Theglobe.com Inc.'s consolidated balance sheet at June 30, 2007,
showed $1.3 million in total assets and $9.8 million in total
liabilities, resulting in a $8.5 million total stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $707,000 in total current assets
available to pay $9.6 million in total current liabilities.

The company reported a net loss of $1.8 million on net revenue of
$645,000 for the second quarter ended June 30, 2007, compared with
a net loss of $3.8 million on net revenue of $363,000 for the same
period ended June 30, 2006.

Approximately $163,000, or 58%, of the total increase in net
revenue as compared to the second quarter of 2006 resulted from
net revenue attributable to the sale of advertising on the
company's website.

Results for the quarter ended June 30, 2006, included a loss from
discontinued operations of $2.7 million compared to a gain from
discontinued operations of $157,000 for the quarter ended June 30,
2007.  The operations of both the computer games division and the
VoIP telephony services division were shutdown effective March
2007.

Loss from continuing operations increased to $1.9 million for the
quarter ended June 30, 2007, compared with a loss from continuing
operations of $1.1 million, mainly attributable to the increase in
sales and marketing and general and administrative expenses, and
the increase in interest expense.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?21c7

                       Going Concern Doubt

Rachlin Cohen & Holtz LLP, in Fort Lauderdale, Florida, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring net losses and
significant working capital deficit.

                      About Theglobe.com Inc.

Theglobe.com Inc. (OTC BB: TGLO.OB) manages a single line of
business, Internet services, consisting of Tralliance Corporation
which is the registry for the ".travel" top-level Internet domain.
The establishment of the ".travel" top-level domain enables
businesses, organizations, governmental agencies and other
enterprises that operate within the travel and tourism industry to
establish a unique Internet domain name from which to communicate
and conduct commerce.  As the registry for the ".travel" top-level
domain, Tralliance is responsible for maintaining the master
database of all second-level ".travel" domain names and their
corresponding Internet Protocol addresses.


TWC HOLDINGS: S&P Downgrades Corporate Credit Rating to D
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Wornick
Co. and its parent, TWC Holdings LLC, including lowering the
corporate credit rating on both entities to 'D' from 'CCC-'.  The
ratings are removed from CreditWatch, where they were placed with
negative implications on April 3, 2007.

"The downgrade reflects the failure to make an interest payment on
Wornick's senior secured notes when due on July 16, 2007," said
Standard & Poor's credit analyst Christopher DeNicolo.  Although
the company has reached forbearance agreements with the lenders of
its credit facility and approximately 80% of the holders of the
senior secured notes, it is not clear whether the interest payment
will be made during the forbearance period.  The last financial
statements publicly issued were for the quarter ending Sept. 30,
2006.  Since the beginning of 2007, the firm has been in violation
of numerous covenants in its various debt instruments and had a
series of management changes.  The company is exploring strategic
alternatives, including a possible capital restructuring.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.  In the most recent MRE
contract award, Wornick received the lowest share of the three
approved suppliers.


UAL CORP: Earns $274 Million in Second Quarter Ended June 30
------------------------------------------------------------
UAL Corporation, a holding company whose primary subsidiary is
United Airlines, reported for the second quarter ended June 30,
2007, that it generated $274 million in net income on $5.2 billion
in quarterly operating revenue, the highest in the company's
history, and effective cost control.

The company:

    -- Reported net income of $274 million, an increase of
       $155 million or 130% over the second quarter of 2006.
       UAL's pre-tax income of $465 million was an improvement of
       $349 million year-over-year.

    -- Increased mainline passenger unit revenue by 5.2% and
       increased consolidated passenger unit revenue by 4.7%
       from the second quarter of 2006.

    -- Continued its good cost performance, with second quarter
       mainline CASM, excluding fuel and severance charges, down
       0.5% from the second quarter of 2006.

    -- Set new records for operating and free cash flow with
       operating cash flow of over $1 billion, an increase of
       51% from the second quarter of 2006.  Free cash flow,
       defined as operating cash flow less capital expenditures,
       increased by 55% to $956 million over the same period.

    -- Grew its cash and short-term investments balance by
       $895 million to $5.1 billion at June 30, 2007, including
       $871 million of restricted cash.

    -- Committed to installing 180-degree lie-flat seats in the
       business class cabins of the international fleet -- making
       it the only U.S. carrier to have first class and a truly
       lie-flat business class.

By Executing Against the Performance Agenda, United Delivered
Significant Improvement in Profitability

United generated operating earnings of $537 million, an
improvement of 107% year-over-year, resulting in an operating
margin of 10.3% -- more than twice the margin the company achieved
in the second quarter of 2006.  The company had a pre-tax margin
of 8.9% for the second quarter of 2007, 6.6 points higher than the
comparable period last year.

The company improved its first quarter results by exceeding its
cost control targets and core revenue growth. Despite the high
fuel price environment, United generated robust operating and free
cash flow growth.

"Our second-quarter results demonstrate solid performance momentum
across the board," said Glenn Tilton, United president, chairman
and chief executive officer.  "By successfully executing against
our performance agenda we delivered record revenue performance and
continued cost control.  We continue to make disciplined
investments to improve the experience for our customers and,
importantly, create and unlock value for our shareholders."

The company reduced its operating expense by $177 million, or
3.6% year-over-year despite consolidated capacity remaining nearly
flat and consolidated revenue passenger miles increasing by 0.9%
from the second quarter of 2006.

The change to deferred revenue accounting for the Mileage Plus
program decreased passenger revenues by $46 million in the second
quarter versus the previous incremental cost method.  However,
offsetting this was a $47 million revenue benefit from the change
to the expiration period for inactive customer accounts from 36 to
18 months that was announced in January of this year.
Collectively, these two Mileage Plus accounting changes added
$1 million to passenger revenue this quarter.

Mainline unit earnings, which is mainline revenue per available
seat mile minus mainline operating cost per available seat mile,
increased 117% to 1.30 cents from 0.60 cents a year ago.  Mainline
unit earnings excluding fuel and severance increased 13.4% to
4.65 cents from 4.10 cents.

Regional affiliates contributed $71 million to operating income,
an improvement of $25 million over the second quarter of 2006.
Regional affiliates expense increased by only 2.5%, despite a
7.4% increase in capacity and a 2.3% increase in fuel expense, as
a result of restructured carrier agreements.

The company recorded a non-cash income tax expense in the second
quarter of 2007 of $192 million.  The effective tax rate for the
quarter was 41 percent.  Because of its net operating loss carry-
forwards and excess tax deductions, the company expects to pay
minimal cash taxes for the foreseeable future.

                     Cash Flows and Liquidity

The company generated positive operating cash flow of $1 billion,
$349 million or 51% higher than the comparable period in 2006.
During the quarter, the company entered into two significant
refinancing transactions, including launching its first public
market aircraft transaction since 2001.  The company paid down
existing debt with proceeds from a $694 million Enhanced Equipment
Trust Certificate transaction and a $270 million Denver municipal
bond refinancing.  Combined with the refinancing and $1 billion
pay down of the exit facility in the first quarter of 2007, the
company expects these transactions to reduce net interest costs by
about $100 million in 2008.  The company has reduced total on and
off balance sheet debt by about $1.5 billion so far this year.

The company ended the quarter with a total cash and short-term
investments balance of $5.1 billion, including a restricted cash
balance of $871 million.

With a total budgeted capital expenditure of over $1.2 billion for
2007 and 2008, the company is using the cash it generates to make
disciplined investments in the customer experience, information
technology, infrastructure, its existing fleet and in core
operations.  At the same time, the company continues to divest
non-core assets, such as the announced sale of its equity stake in
ARINC, a provider of transportation communications and systems
engineering.

"Our strong operating cash flow is allowing us to pay down debt
and make significant investments in the core business.  We
generated strong free cash flow in the first half of 2007 and used
it to reduce outstanding debt by about $1.5 billion so far this
year, putting United in a solid position relative to our peers,"
said Jake Brace, executive vice president and chief financial
officer.  "We also delivered a better-than-expected cost
performance despite a reduction in mainline capacity."

"We are investing in our product in ways that will have a high
impact on the experience our customers have," said Graham
Atkinson, executive vice president and chief customer officer.
"This week we announced that United will be the only U.S. carrier
with a truly -- 180-degree -- lie-flat seat in business class.
When our new international premium product rolls out later this
year, we will lead domestic carriers and be truly competitive with
the industry's leading international carriers."

                           Fuel Hedges

As of July 23, 2007, the company had hedged 27% of forecasted fuel
consumption for the third quarter of 2007, predominantly through
heating oil three-way collars with upside protection on a weighted
average basis beginning from $1.96 per gallon and capped at
$2.14 per gallon.  Payment obligations on a weighted average basis
begin if heating oil drops below $1.84 per gallon.

Additionally, as of the same date, the company had hedged 17% of
forecasted fuel consumption for the fourth quarter of 2007 through
heating oil three-way collars with upside protection on a weighted
average basis beginning from $2.04 per gallon and capped at
$2.22 per gallon.  Payment obligations on a weighted average basis
begin if heating oil drops below $1.86 per gallon.

The company expects mainline jet fuel price per gallon, including
the impact of hedges, to average $2.30 per gallon in the third
quarter of 2007 and, based on the forward curve for fuel, $2.42 in
the fourth quarter of 2007.

                          About UAL Corp.

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

                          *     *     *

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


UNITED RENTALS: Cerberus Merger Cues S&P's Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on its 'BB-' corporate credit rating on United
Rentals Inc. and related entities to negative from developing.
This action is based on news that the company signed a definitive
merger agreement to be acquired by affiliates of Cerberus Capital
Management L.P. in a transaction valued at approximately
$6.6 billion that includes about $2.6 billion in debt.  The
CreditWatch revision is due to the increased leverage that may
occur in order to finance the pending transaction.  URI may still
solicit other proposals before Aug. 31, 2007.  Ratings were
originally placed on CreditWatch on April 10, 2007, when URI
announced that it was exploring strategic alternatives.

At the same time, the ratings on the bonds and credit facility
were affirmed and removed from CreditWatch given that these
obligations are subject to change of control features and
covenants that limit indebtedness.  S&P would expect that when the
pending transaction closes later this year the ratings on these
instruments will be withdrawn.

Standard & Poor's will discuss with management the company's
business strategy and financial policy before determining the
impact on the corporate credit rating.


US STEEL: Earns $302 Million in Second Quarter 2007
---------------------------------------------------
United States Steel Corporation reported second quarter 2007
net income of $302 million compared to first quarter 2007 net
income of $273 million and second quarter 2006 net income of
$404 million.

Commenting on the results, U. S. Steel Chairman and CEO John P.
Surma said, "We had another good quarter with record results for
U.S. Steel Europe (USSE).  During the quarter, we completed the
$2 billion acquisition of Lone Star Technologies and we're pleased
with the progress we`ve made to date in integrating our new
facilities and employees into U. S. Steel.  Also during the
quarter, we issued $1.1 billion of senior notes, expanded our
credit facilities and retired $378 million of 9.75% senior notes
that were due in 2010."

The company reported second quarter 2007 income from operations of
$391 million, compared with income from operations of $346 million
in the first quarter of 2007 and $514 million in the second
quarter
of 2006.

In the second quarter of 2007, net interest and other financial
costs included a $23 million pre-tax charge related to the early
redemption of the company's 9.75% Senior Notes due 2010.  This
charge reduced net income by $14 million.  In the first quarter of
2007, net interest and other financial costs included a $3 million
pre-tax charge related to the early redemption of the company's
10% Senior Quarterly Income Debt Securities.  This charge reduced
net income by $2 million.  The income tax provision in the second
quarter of 2006 included a favorable adjustment of $15 million
related to estimated 2005 tax accruals.

The company repurchased 304,900 shares of common stock for
$33 million during the second quarter.

The company's balance sheet at June 30, 2007, showed total
assets of $12,913,000,000, total liabilities of $7,953,000,000,
and total stockholders' equity of $4,960,000,000.

             Reportable Segments and Other Businesses

Management believes segment income from operations is a key
measure in evaluating company performance.  U. S. Steel's
reportable segments and Other Businesses reported segment
income from operations of $434 million, or $79 per ton, in the
second quarter of 2007, compared with $385 million, or $76 per
ton, in the first quarter of 2007 and $579 million, or $99 per
ton, in the second quarter of 2006.

The increase in second quarter 2007 Flat-rolled income from
operations compared to the first quarter mainly resulted from
higher shipments and an increased utilization rate, with partial
offsets from higher outage and raw material costs.  The
improvement in European operating results was due primarily to
higher prices.  Tubular operating results remained strong, but
declined as expected from the first quarter due mainly to lower
prices.  The operating results of Lone Star are included in
Tubular effective June 14th, including increased depreciation and
amortization as a result of purchase accounting asset valuations.
Lone Star added 47,000 tons to second quarter Tubular shipments.

                             Outlook

Commenting on U. S. Steel's outlook, Mr. Surma said, "We expect
continued strong performance by our three reportable segments in
the third quarter of 2007, with overall operating results
improving from the second quarter, excluding any charges resulting
from Lone Star integration activities."

For Flat-rolled, third quarter results are expected to improve
from the second quarter due primarily to reduced outage and
related costs and higher shipments, partially offset by slightly
lower average realized prices, reflecting current spot market
conditions and higher semi-finished product shipments.

Third quarter results are expected to decrease for U. S. Steel
Europe mainly as a result of higher costs resulting from outage
spending and related effects, including a blast furnace reline in
Serbia, which will begin in September.  Shipments are expected to
decrease while average realized prices should increase slightly
from second quarter levels.

Third quarter average realized prices for Tubular are expected to
decrease from second quarter levels, including the effects of
product mix.  Results will reflect the inclusion of Lone Star for
the entire quarter.  Third quarter Tubular results may be
negatively impacted as the company addresses inventory issues in
conjunction with the integration.

                         About U.S. Steel

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures
a wide variety of steel sheet, tubular and tin products; coke,
and taconite pellets; and has a worldwide annual raw steel
capability of 26.8 million net tons. U. S. Steel's domestic
primary steel operations are: Gary Works in Gary, Ind.; Great
Lakes Works in Ecorse and River Rouge, Mich.; Mon Valley Works,
which includes the Edgar Thomson and Irvin plants, near
Pittsburgh and Fairless Works near Philadelphia, Pa.; Granite
City Works in Granite City, Ill.; Fairfield Works near
Birmingham, Ala.; Midwest Plant in Portage, Ind.; and East
Chicago Tin in East Chicago, Ind.  The company also operates two
seamless tubular mills, Lorain Tubular Operations in Lorain,
Ohio; and Fairfield Tubular Operations near Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's
Mesabi Iron Range, U. S. Steel's iron ore mining and taconite
pellet operations, Minnesota Taconite and Keewatin Taconite,
support the steelmaking effort, and its subsidiary ProCoil
Company provides steel distribution and processing services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture
with Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico,
S.A. de C.V., provides Mexico's automotive and appliance
manufacturers with total supply chain management services
through its slitting and warehousing facility in San Luis Potosi
and its warehouse in Ramos Arizpe.

                             *     *     *

U.S. Steel Corp. still carries Standard & Poor's "BB+" long-term
foreign and local issuer credit ratings.  The ratings were
assigned on Jan. 17, 2007, with a stable outlook.


VERTIS INC: S&P Lowers Corporate Credit Rating to CC from B-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for Vertis Inc. to 'CC' from 'B-'.  This and other ratings
on Vertis remain on CreditWatch with negative implications, where
they were placed April 4, 2007.

In addition, S&P lowered the corporate credit rating on American
Color Graphics Inc. to 'CC' from 'CCC'.  This and other ratings
for ACG were also placed on CreditWatch with negative
implications.

The rating downgrades and CreditWatch listings reflect the
companies' announcement that they have signed a letter of intent
to merge, the completion of which is subject to the repayment in
full of the parties' senior secured credit facilities and the
successful exchange of their outstanding notes, or another
mutually satisfactory arrangement.

If the merger is consummated, S&P expect that both companies could
selectively default on their lower priority notes issues through a
distressed exchange offer that would not represent full and timely
payment.  As a result, S&P lowered its rating on ACG's $280
million senior secured second-priority notes to 'C' from 'CCC-'
and placed them on CreditWatch with negative implications.  Vertis
Inc.'s $293 million in subordinated notes are not rated, although
these are the notes in Vertis' capital structure that S&P believe
would be most at risk for a distressed exchange at this moment.
Conversely, S&P are less certain of the likelihood of a distressed
exchange for Vertis' $350 million senior secured second-lien notes
and $350 million senior unsecured notes; accordingly, ratings for
each remain at 'CCC', on CreditWatch with negative implications.

"If the merger is consummated and one or more exchange offers at
each respective company are completed at terms that represent less
than full and timely payment, the corporate credit ratings for
Vertis and ACG would be lowered to 'SD' for selective default,"
explained Standard & Poor's credit analyst Guido DeAscanis.
"Ratings on issues that receive less than full and timely payment
in an exchange offer would be lowered to 'D'.  Following the
completion of the potential merger and restructuring of the
company, S&P may have the opportunity to positively reassess the
combined entity's credit profile.  In the event the merger and
exchange offers are not consummated, S&P would reassess the credit
profiles of each respective issuer."


VISTAR CORP: S&P Holds Senior Secured Loan's Rating at B
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on the senior secured credit facilities of Vistar Corp.
(B/Stable/--), following the announcement that the company shifted
$10 million from its term loan to its asset-based revolving credit
facility.  The total amount of the term loan is now $80 million.
The $360 million asset-based revolving credit facility due 2013 is
not rated.  S&P affirmed the loan rating at 'B'.  The recovery
rating remains unchanged at '3', indicating the expectation for
meaningful (50%-70%) recovery of principal in the event of a
payment default.

Vistar used the net proceeds from the term loan, along with
approximately $190 million of borrowings under its new asset-based
revolving credit facility and $150 million of equity, to finance
its recapitalization and pay related fees and expenses.

Ratings List

Vistar Corp.
Corporate Credit Rating           B/Stable/--

Ratings Affirmed

Senior Secured                     B
  Recovery rating                  3


WACHOVIA BANK: Fitch Holds Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch Ratings upgraded two classes of Wachovia Bank Commercial
Mortgage Trust's commercial mortgage pass-through certificates,
series 2003-C9 as:

    -- $17.2 million class C to 'AAA' from 'AA';
    -- $33 million class D to 'AA-' from 'A+'.

In addition, Fitch affirms these classes:

    -- $42.4 million class A-1 at 'AAA';
    -- $123.8 million class A-2 at 'AAA';
    -- $210.3 million class A-3 at 'AAA';
    -- $508.5 million class A-4 at 'AAA';
    -- Interest-only class X-P at 'AAA';
    -- Interest-only class X-C at 'AAA';
    -- $34.5 million class B at 'AAA';
    -- $14.4 million class E at 'A';
    -- $15.8 million class F at 'A-';
    -- $15.8 million class G at 'BBB+';
    -- $15.8 million class H at 'BBB-';
    -- $8.6 million class J at 'BB+';
    -- $5.7 million class K at 'BB';
    -- $4.3 million class L at 'BB-';
    -- $4.3 million class M at 'B+';
    -- $5.7 million class N at 'B';
    -- $2.9 million class O at 'B-'.

Fitch does not rate the $17.2 million class P certificates.

The upgrades reflect the defeasance of 14 loans (13.2%), scheduled
amortization, and stable performance since Fitch's last rating
action.  As of the July 2007 distribution date, the pool has paid
down 6% to $1.08 billion from $1.15 billion at issuance.

Currently two assets (1.5%) are in special servicing, both real
estate owned.  The larger specially serviced asset (1%) is a
multifamily property in Myrtle Beach, SC.  The smaller specially
serviced asset (0.6%) is a multifamily property in Greenville, NC.
The special servicer is currently working to stabilize both
assets.  Recent valuations on both assets indicate losses which
are anticipated to be absorbed by the non-rated class P
certificates.

Fitch reviewed year-end 2006 operating statement analysis reports
for these five credit assessed loans:

   i. West Oaks Mall (6.7%),
  ii. Park City Center (5.7%),
iii. Chula Vista Center (5.6%),
  iv. Meadows Mall (4.9%), and
   v. Columbia Corporate Center (0.8%).

Based on their stable to improved performance all five loans
maintain their investment grade credit assessments.

WORNICK CO: Inks Forbearance Agreements with DDJ and Noteholders
----------------------------------------------------------------
The Wornick Company and its subsidiaries entered into a
Forbearance Agreement dated as of July 16, 2007 with DDJ Total
Return Loan Fund, L.P. , in its capacity as lender under that
certain Loan Agreement dated June 30, 2004.

As a result of the execution and delivery of the DDJ Forbearance
Agreement, and assuming that no Forbearance Default occurs, the
company expects to have the ability to borrow under the Loan
Agreement to fund its working capital needs subject to the terms
and conditions thereof, for the duration of the Forbearance
Period.

Pursuant to the DDJ Forbearance Agreement, and subject to the
terms and conditions thereof, DDJ has agreed to forbear from the
exercise of certain rights and remedies that Lender would
otherwise have under the Loan Agreement, the other Loan Documents
or applicable law that have arisen, or may arise in the future due
to:

    (i) the occurrence and continuance of the Specified Defaults
        listed on Annex I to the DDJ Forbearance Agreement and

   (ii) any Event of Default resulting solely from the company's
        failure to make the scheduled interest payment due under
        the Notes on July 16, 2007, excluding, however, in each
        case, its right to charge interest on any Obligations
        during the Forbearance Period at the default interest rate
        specified in the Revolving Note and Term Note, to and
        until the occurrence of a Termination Event.

The period during which the DDJ Forbearance Agreement will be in
effect is referred to as the "Forbearance Period".  Under the DDJ
Forbearance Agreement, "Termination Event" is defined as the
earlier to occur of (i) the delivery by the DDJ to the company,
the counsel to the Noteholder Group and the Indenture Trustee of a
written notice terminating the Forbearance Period, which notice
may be delivered at any time upon or after the occurrence of any
Forbearance Default and (ii) August 13, 2007.

A full-text copy of the Forbearance Agreement dated as of July 16,
2007, by and among the company, DDJ Total, Right Away Management
Corporation, The Wornick Company Right Away Division, and The
Wornick Company Away Division, L.P., may be viewed for free at:

              http://ResearchArchives.com/t/s?21d3

                  Agreement with Noteholders

Simultaneously with the execution of the DDJ Forbearance
Agreement, the Company and its subsidiaries entered into a
separate Forbearance Agreement dated as of July 16, 2007 with
certain holders of the Company's Notes collectively holding not
less than $100 million in aggregate principal amount of the Notes
outstanding, and U.S. Bank National Association, as indenture
trustee.

Pursuant to the Noteholder Forbearance Agreement, and subject to
the terms and conditions thereof, the Noteholders have agreed to
forbear from exercising, and to direct the Indenture Trustee not
to exercise (which direction the Indenture Trustee has accepted),
those of the rights and remedies available under the Indenture,
the Intercreditor Agreement, the Collateral Agreements or
applicable law that have or may have arisen, or may hereafter
arise due to the occurrence and continuance of the Specified
Existing Defaults or the Anticipated Defaults listed on Schedule A
to the Noteholder Forbearance Agreement (excluding, however, the
Noteholders' right to charge default interest on the Notes
(including on all unpaid interest on the Notes to the extent
provided under the Indenture) during the Forbearance Period) to
and until the occurrence of a Termination Event.

The period during which the Noteholder Forbearance Agreement will
be in effect is referred to as the "Forbearance Period".  Under
the Noteholder Forbearance Agreement, "Termination Event" is
defined as the earlier to occur of (i) August 15, 2007; and (ii)
subject to two exceptions noted therein, two business days after
the delivery by the Noteholder Group to the Company and Lender of
a written notice terminating the Forbearance Period, which notice
may be delivered at any time upon or after the occurrence of any
Forbearance Default.

A full-text copy of the Forbearance Agreement dated as of July 16,
2007, by and among the company, Right Away Management Corporation,
The Wornick Company Right Away Division, The Wornick Company Away
Division, L.P., U.S. Bank National Association and the other
signatories may be viewed for free at:

                http://ResearchArchives.com/t/s?21d4

                     About The Wornick Company

The Wornick Company is a leading supplier of individual and group
military field rations to the Department of Defense.  In addition
the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.


WORNICK CO: Unable to Pay Interest Due July 16
----------------------------------------------
Wornick Co. disclosed in a regulatory filing with the United
States Securities and Exchange Commission that it has not paid the
interest payment due on the Notes for the period ended July 16,
2007.  Failure to pay such interest on or before August 15, 2007
will result in the occurrence of an Event of Default under both
the Indenture and the Loan Agreement.

Pursuant to the separate Forbearance Agreements, DDJ Total Return
Loan Fund, L.P. and certain holders of the company's Notes
collectively holding not less than $100 million in aggregate
principal amount of the Notes outstanding, and U.S. Bank National
Association, as indenture trustee, have agreed to forbear from
exercising any rights or remedies that might otherwise be
available as a result of the occurrence and continuance of any
Specified Default or Anticipated Default until the occurrence of a
Termination Event.

The Company is currently involved in discussions with DDJ, the
Noteholder Group and the Indenture Trustee regarding strategic
alternatives that may be available to the company, including a
possible capital restructuring.

The company also disclosed that it has been advised that certain
Noteholders holding, in the aggregate, more than a majority in
principal amount of the Notes outstanding have formed an ad hoc
group for the purpose of conducting due diligence and engaging in
discussions with the Company and the Lender regarding strategic
alternatives that may be available to the company, including a
possible capital restructuring.  The Noteholder Group has retained
both counsel and a financial advisor to assist the Noteholder
Group in these discussions, and the Company has agreed to pay the
fees and expenses of such professionals in accordance with certain
engagement letters.  The Noteholder Forbearance Agreement was
negotiated among the company, the Noteholder Group and the
Indenture Trustee.

                     About The Wornick Company

The Wornick Company is a leading supplier of individual and group
military field rations to the Department of Defense.  In addition
the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.


WORNICK CO: Interest Nonpayment Cues S&P's Default Rating
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Wornick
Co. and its parent, TWC Holdings LLC, including lowering the
corporate credit rating on both entities to 'D' from 'CCC-'.  The
ratings are removed from CreditWatch, where they were placed with
negative implications on April 3, 2007.

"The downgrade reflects the failure to make an interest payment on
Wornick's senior secured notes when due on July 16, 2007," said
Standard & Poor's credit analyst Christopher DeNicolo.  Although
the company has reached forbearance agreements with the lenders of
its credit facility and approximately 80% of the holders of the
senior secured notes, it is not clear whether the interest payment
will be made during the forbearance period.  The last financial
statements publicly issued were for the quarter ending Sept. 30,
2006.  Since the beginning of 2007, the firm has been in violation
of numerous covenants in its various debt instruments and had a
series of management changes.  The company is exploring strategic
alternatives, including a possible capital restructuring.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.  In the most recent MRE
contract award, Wornick received the lowest share of the three
approved suppliers.


XM SATELLITE: CEO Hugh Panero to Resign Next Month
--------------------------------------------------
XM Satellite Radio's Chief Executive Officer, Hugh Panero will be
leaving the company in August.  Mr. Panero, one of XM's founders,
helped turn satellite radio into one of the fastest growing new
technologies ever and XM into the largest satellite radio company
serving more than 8 million customers.

According to XM Chairman, Gary Parsons, "Hugh took satellite radio
from a concept and turned it into the popular, mass market,
consumer entertainment product it is today.  I thank Hugh
personally for his friendship, and professionally, for nearly a
decade of industry leadership."

Eddy Hartenstein, XM Board member and former, Chairman & CEO of
DirecTV said, "Hugh brought to XM the rare combination of vision,
operating experience and programming expertise.  People used to
say that no one would pay for radio, as they once said about
television, but Hugh proved them wrong and created a new industry
along the way.  Speaking for the Board of Directors, we wish Hugh
well in his next big endeavor and thank him for his many
contributions to XM and satellite radio."

Nate Davis, currently XM President & Chief Operating Officer will
serve as President and interim CEO. Hugh Panero recruited Nate
Davis to serve as President & Chief Operating Officer in July
2006.  Mr. Davis has served as a member of the Board of Directors
since October 1999.

In February, XM Satellite Radio and Sirius Satellite Radio
announced that the companies had entered into an agreement to
combine the companies in a tax-free, all stock, merger of equals.
Under the agreement, Mel Karmazin, currently CEO of Sirius, will
serve as CEO of the combined company and Gary Parsons, currently
Chairman of XM will become Chairman of the combined company.  The
merger is currently pending shareholder and regulatory approval.

About Nate Davis: Mr. Davis has served as a member of the
company's Board of Directors since October 1999 and as President
and Chief Operating Officer since July 2006.  He was formerly
managing director of Rannd Advisors, Oakton, Virginia.  Until May
2003, Mr. Davis was President and Chief Operating Officer and a
member of the board of directors of XO Communications Inc.,
formerly Nextlink Communications Inc.  From October 1998 to
December 1999, he was Executive Vice President of Nextel
Communications where he had responsibility for the technical and
engineering operations of Nextel's nationwide switching and
wireless communications network, billing and information
technology systems.  From August 1986 through September 1998, Mr.
Davis served in a variety of senior engineering and finance roles
at MCI, most recently as Senior Vice President and Chief Financial
Officer of MCI Telecommunications.  Mr. Davis serves on the board
of directors of Mutual of America Capital Management Corporation
and Charter Communications.

                          About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. -- http://www.xmradio.com/-- parent of XM Satellite Radio
Inc. (Nasdaq:XMSR), is a satellite radio broadcaster.

                            *     *     *

On Feb. 20, 2007, Standard & Poor's placed XM Satellite Radio
Holdings Inc.'s long-term foreign and local issuer credit ratings
at CCC+.

Additionally, Moody's Investors Service placed XM Satellite
Holding Inc.'s Senior Unsecured Debt rating at Caa3 as well as the
company's long-term Corporate Family Rating at Caa1 on Feb. 1,
2005, and on June 11, 2003, respectively.  All ratings still apply
to date.


* MorrisAnderson Names Lance Miller as New Managing Director
------------------------------------------------------------
MorrisAnderson & Associates Ltd., Chicago, is pleased to announce
that Lance Miller has joined the company's New York office as a
Managing Director.

"Lance brings an excellent combination of skills to
MorrisAnderson, as he has been a CRO, managed numerous financial
advisory and restructuring projects and has a deep credit
background rooted in the banking industry.  We are excited to have
him join us and help us rebuild and grow our important New York
City office," says Dan Dooley, Principal and chief operating
officer.

Mr. Miller is a turnaround executive with more than 25 years of
corporate finance and workout experience.  As a team leader, he
has represented both creditors and debtors in out-of-court and
bankruptcy assignments.  One of his many strengths is facilitating
positive interaction among board members, management, lenders,
investors and employees.

Mr. Miller's transaction experience includes complex refinancing,
the sale of companies or corporate divisions, and working with
investment groups on distressed opportunities.  His recent
industry experience includes publishing, waste-management,
banking, online financial services, intermodal trucking,
logistics, contract manufacturing, steel, watches, mortgage
lending and agriculture.

Before joining MorrisAnderson, Mr. Miller served as a Managing
Director of KLB Partners LLC, a merchant bank and advisory firm to
distressed companies.  He also has been a Director of Glass &
Associates Inc., a turnaround management firm for distressed
middle-market companies, and a banker.

Mr. Miller, currently a candidate for Certified Turnaround
Professional certification, holds an MBA in finance from New York
University and a BS in industrial engineering from Cornell
University.

                       About MorrisAnderson

Chicago-based MorrisAnderson & Associates Ltd. has offices in New
York, Atlanta, Milwaukee, Los Angeles, Cleveland, Nashville and
St. Louis.  The firm's eight service offerings include performance
improvement, financial advisory, turnarounds and workouts,
investment banking, interim management, lender services,
information technology services, and insolvency services and wind-
downs.  MorrisAnderson emphasizes hands-on involvement for
companies with $20 million to $250 million in annual sales.  Now
celebrating its 26th anniversary, the firm recently merged with
Centre Health Partners, a management consulting firm specializing
in financial and operational performance improvement services for
the health-care industry.  MorrisAnderson's new health-care
division is in Nashville, Tenn.


Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-----------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Northbrook Limited
   Bankr. N.D. Ind. Case No. 07-31756
      Chapter 11 Petition filed July 16, 2007
         Filed as Pro Se

In Re Farmville Group, L.L.C.
   Bankr. E.D. Va. Case No. 07-11818
      Chapter 11 Petition filed July 16, 2007
         Filed as Pro Se

In Re Ofa Taimani
   Bankr. N.D. Calif. Case No. 07-42219
      Chapter 11 Petition filed July 17, 2007
         Filed as Pro Se

In Re Christopher J. Meaney
   Bankr. N.D. Ill. Case No. 07-12735
      Chapter 11 Petition filed July 17, 2007
         Filed as Pro Se

In Re Donna Day Berry
   Bankr. E.D. N.C. Case No. 07-02569
      Chapter 11 Petition filed July 17, 2007
         See http://bankrupt.com/misc/nceb07-02569.pdf

In Re V.N.J. Janitorial, Inc.
   Bankr. E.D. Va. Case No. 07-11835
      Chapter 11 Petition filed July 17, 2007
         Filed as Pro Se

In Re Genesis Construction and Development, Inc.
   Bankr. E.D. Ark. Case No. 07-13828
      Chapter 11 Petition filed July 18, 2007
         See http://bankrupt.com/misc/akeb07-13828.pdf

In Re John Le Tung
   Bankr. N.D. Calif. Case No. 07-42226
      Chapter 11 Petition filed July 18, 2007
         Filed as Pro Se

In Re Riscasan Realty Investment, Inc.
   Bankr. S.D. Fla. Case No. 07-15596
      Chapter 11 Petition filed July 18, 2007
         Filed as Pro Se

In Re Marsianin, L.L.C.
   Bankr. E.D. La. Case No. 07-11345
      Chapter 11 Petition filed July 18, 2007
         See http://bankrupt.com/misc/laeb07-11345.pdf

In Re Friedlander Hardware & Engraving, Inc.
   Bankr. S.D. N.Y. Case No. 07-12189
      Chapter 11 Petition filed July 18, 2007
         See http://bankrupt.com/misc/nysb07-12189.pdf

In Re Ken-Hy Auto Inc.
   Bankr. W.D. N.Y. Case No. 07-02903
      Chapter 11 Petition filed July 18, 2007
         See http://bankrupt.com/misc/nywb07-02903.pdf

In Re Tamarind Steak Corp.
   Bankr. D. P.R. Case No. 07-04030
      Chapter 11 Petition filed July 18, 2007
         See http://bankrupt.com/misc/prb07-04030.pdf

In Re Esrey, Inc.
   Bankr. D. Ariz. Case No. 07-03430
      Chapter 11 Petition filed July 19, 2007
         See http://bankrupt.com/misc/azb07-03430.pdf

In Re Curvacious, Inc.
   Bankr. D. Ariz. Case No. 07-03443
      Chapter 11 Petition filed July 19, 2007
         See http://bankrupt.com/misc/azb07-03443.pdf

In Re Liquidforever, Inc.
   Bankr. M.D. Fla. Case No. 07-06236
      Chapter 11 Petition filed July 19, 2007
         See http://bankrupt.com/misc/flmb07-06236.pdf

In Re B.C. Property Group, Inc.
   Bankr. M.D. Fla. Case No. 07-06230
      Chapter 11 Petition filed July 19, 2007
         Filed as Pro Se

In Re Ronald Lee Heacock
   Bankr. M.D. Tenn. Case No. 07-05048
      Chapter 11 Petition filed July 19, 2007
         See http://bankrupt.com/misc/tnmb07-05048.pdf

In Re Copper Wynn Vistas, L.L.C.
   Bankr. D. Utah Case No. 07-23274
      Chapter 11 Petition filed July 19, 2007
         See http://bankrupt.com/misc/utb07-23274.pdf

In Re Ten-0-One Corporation
   Bankr. E.D. Va. Case No. 07-71544
      Chapter 11 Petition filed July 19, 2007
         See http://bankrupt.com/misc/vaeb07-71544.pdf

In Re American Car Connection, Inc.
   Bankr. C.D. Calif. Case No. 07-12527
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/cacb07-12527.pdf

In Re Trifecta Lounge, L.L.C.
   Bankr. C.D. Calif. Case No. 07-16185
      Chapter 11 Petition filed July 20, 2007
         Filed as Pro Se

In Re Chuey's Numero Uno, Inc.
   Bankr. S.D. Calif. Case No. 07-03835
      Chapter 11 Petition filed July 20, 2007
         Filed as Pro Se

In Re Law Fabrication, L.L.C.
   Bankr. M.D. Fla. Case No. 07-06256
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/flmb07-06256.pdf

In Re Alfred E. Olson
   Bankr. N.D. Ill. Case No. 07-12996
      Chapter 11 Petition filed July 20, 2007
         Filed as Pro Se

In Re Royal Countertops & Kitchen Cabinets, Inc.
   Bankr. D. Mass. Case No. 07-42761
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/mab07-42761.pdf

In Re Choice Auto Solutions, Inc.
   Bankr. E.D. Mich. Case No. 07-32348
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/mieb07-32348.pdf

In Re Springhill Consulting, Inc.
   Bankr. D. N.J. Case No. 07-20202
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/njb07-20202.pdf

In Re Jimmy Giant, L.M.S.G, L.L.C.
   Bankr. D. N.J. Case No. 07-20238
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/njb07-20238.pdf

In Re C.L.&D.T., Inc.
   Bankr. E.D. Pa. Case No. 07-14187
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/paeb07-14187.pdf

In Re Walter Cwynar
   Bankr. W.D. Pa. Case No. 07-24627
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/pawb07-24627.pdf

In Re Geriatric Angels, Inc.
   Bankr. M.D. Tenn. Case No. 07-05092
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/tnmb07-05092.pdf

In Re Trinity Church and Christian Center, Inc.
   Bankr. W.D. Tenn. Case No. 07-26749
      Chapter 11 Petition filed July 20, 2007
         See http://bankrupt.com/misc/tnwb07-26749.pdf

In Re Robert Wesley Myers
   Bankr. S.D. Ind. Case No. 07-06829
      Chapter 11 Petition filed July 21, 2007
         See http://bankrupt.com/misc/insb07-06829.pdf

In Re Larry's GIT-R-DONE Trucking Company, Inc.
   Bankr. E.D. Ark. Case No. 07-13907
      Chapter 11 Petition filed July 23, 2007
         See http://bankrupt.com/misc/areb07-13907.pdf

In Re Morrison Acres, Inc.
   Bankr. W.D. Ark. Case No. 07-72263
      Chapter 11 Petition filed July 23, 2007
         See http://bankrupt.com/misc/arwb07-72263.pdf

In Re Walter William, Inc.
   Bankr. C.D. Calif. Case No. 07-12548
      Chapter 11 Petition filed July 23, 2007
         See http://bankrupt.com/misc/cacb07-12548.pdf

In Re DeCuir Catering, Inc.
   Bankr. N.D. Ga. Case No. 07-71500
      Chapter 11 Petition filed July 23, 2007
         See http://bankrupt.com/misc/ganb07-71500.pdf

In Re Karate for Youth Childcare Center, Inc.
   Bankr. D. N.J. Case No. 07-20265
      Chapter 11 Petition filed July 23, 2007
         See http://bankrupt.com/misc/njb07-20265.pdf

In Re LJ's Men's Store L.L.C.
   Bankr. D. N.J. Case No. 07-20293
      Chapter 11 Petition filed July 23, 2007
         See http://bankrupt.com/misc/njb07-20293.pdf

In Re Bruce Brothers Tire of Washington, Inc.
   Bankr. W.D. Pa. Case No. 07-24644
      Chapter 11 Petition filed July 23, 2007
         See http://bankrupt.com/misc/pawb07-24644.pdf

In Re Dariusz K. Karasinski
   Bankr. E.D. Tex. Case No. 07-41595
      Chapter 11 Petition filed July 23, 2007
         See http://bankrupt.com/misc/txeb07-41595.pdf

In Re Crossriver Associates, Inc.
   Bankr. S.D. Fla. Case No. 07-15761
      Chapter 11 Petition filed July 24, 2007
         See http://bankrupt.com/misc/flsb07-15761.pdf

In Re Stan's Trucking, Inc.
   Bankr. W.D. Mich. Case No. 07-05311
      Chapter 11 Petition filed July 24, 2007
         See http://bankrupt.com/misc/miwb07-05311.pdf

In Re Kuluvar Realty Enterprises, L.L.C.
   Bankr. D. Neb. Case No. 07-81447
      Chapter 11 Petition filed July 24, 2007
         See http://bankrupt.com/misc/neb07-81447.pdf

In Re P.J.S. Sales, Inc.
   Bankr. W.D. Okla. Case No. 07-12595
      Chapter 11 Petition filed July 24, 2007
         See http://bankrupt.com/misc/okwb07-12595.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***