TCR_Public/070730.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 30, 2007, Vol. 11, No. 178

                             Headlines

ALASKA COMMS: June 30 Balance Sheet Upside-Down by $22.5 Million
ALLIED DEFENSE: Completes Second Phase of Financing
ALION SCIENCE: Moody’s Downgrades Corporate Family Rating to B3
AMERCABLE: Moody’s Rates Proposed $15 Mil. Secured Revolver at B1
AMERISOURCEBERGEN CORP: Earns $129.9 Mil. in Qtr. Ended June 30

AMP'D MOBILE: Court Okays Proposed Asset Sale Procedures
AIRTRAN HOLDINGS: Comments on Midwest Air Second Quarter Earnings
AIRTRAN HOLDINGS: Earns $41.5 Million in Second Quarter of 2007
ASC INC: Creditors Given 20 Days to Respond to Case Conversion
ACXIOM(R) CORP: Posts Net Loss of $11.5 Million for Q1 2008

ASPEN INSURANCE: P. Melwani and K. Salame Leaves the Board
ATLANTIC MEDICAL: Case Summary & 37 Largest Unsecured Creditors
BALLY TOTAL: Receives Requisite Votes for Pre-Packaged Ch. 11 Plan
BALLY TOTAL: Unable to Make Pact w/ Shareholders on Alternate Plan
BANC OF AMERICA: Fitch Assigns Low-B Ratings on Six Cert. Classes

BATALLION CLO: Moody’s Rates $22.5 Million Class E Notes at Ba2
BAY CHEVROLET: Voluntary Chapter 11 Case Summary
BEAR STEARNS: S&P Junks Ratings on Class M-9A and M-9B Debentures
BEAZER HOMES: Posts Net Loss of $123 Million in Qtr. Ended June 30
BLUEGREEN CORPORATION: Earns $4.1 Million in 2007 Second Quarter

BLOCKBUSTER INC: Reports 2.8% Revenue Decrease in 2nd Qtr. 2007
BRANDYWINE REALTY: Posts $164.3 Million Revenue in Second Qtr 2007
CD 2005-CD1: Moody’s Affirms Low-B Ratings on Five Cert. Classes
CDC MORTGAGE: S&P Lowers Ratings on Five Certificate Classes
CELESTICA INC: 2nd Qtr. 2007 Revenue Decreases to $1.9 Billion

CHENIERE ENERGY: Buys Back Shares from Credit Suisse for $325 Mil.
CHILDREN'S TRUST: Fitch Expects to Lift Rating on S. 2005B Bonds
CHIQUITA BRANDS: S&P Holds Ratings Under Negative CreditWatch
CITICORP MORTGAGE: Fitch Rates $707,000 Class B-5 Certs. at B
CLAREGOLD TRUST: Moody’s Places Low-B Ratings on Six Cert. Classes

CLEVELAND-CLIFFS: Earns $86.9 Million in Second Quarter 2007
COMCAST CORP: Earns $588 Million in Second Quarter Ended June 30
COMMERCIAL REALTY: Disclosure Statement Hearing Moved to Sept. 10
COMM 2007-C9: S&P Puts Prelim B- Rating on $7.245MM Class Q Certs.
COMMUNITY HEALTH: $6.8 Bil. Triad Deal Cues S&P to Lower Ratings

CONEXANT SYSTEMS: Posts $20.5 Mil. Core Net Loss in 3rd Qtr. 2007
CURRIE TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
DAIMLERCHRYSLER: Seeks to Trim Down Dealer Ranks to Stem Losses
DIAMOND ENT: Shifts to Health Care Business, Sells Media Assets
DELTA ENTERTAINMENT: Voluntary Chapter 11 Case Summary

DENALI CAPITAL: Moody’s Rates $18 Million Class B-2L Notes at Ba2
ELAN CORP: Incurs Second Quarter 2007 Net Loss of $141.1 Million
FHC HEALTH: Crestview Equity Stake Cues Moody’s Ratings Review
FORD MOTOR: Bidders for Units to Begin Due Diligence in August
FORD MOTOR: Posts $750 Million Net Profit in Second Quarter

FORD MOTOR: Moody’s Holds B3 CFR with Negative Outlook
GENERAL MOTORS: Will Cut Jobs and Reduce Production in September
GENERATION MINISTRIES: Case Summary & 5 Largest Unsec. Creditors
GOODYEAR TIRE: Earns $56 Million in Second Quarter of 2007
GOLDMAN SACHS: Moody’s Rates $16 Million Class E Notes at Ba2

GOLUB CAPITAL: Moody’s Puts Ba2 Rating on $20.3 Mil. Class E Notes
HCA INC: S&P Affirms 'BB-' Rating on Second-Lien Debt
HEXCEL CORP: Net Sales Up 5.8% in Second Quarter 2007
HOST HOTELS: Net Income Decreases to $149 Mil. in 2nd Qtr. 2007
ISLE OF CAPRI: Delays Filing of 10K for 2007 Due to Restatement

INDYMAC MBS: Fitch Rates $1.8MM Class B-5 Certificates at B
INVISTA B.V.: S&P Revises Outlook to Positive from Stable
J.P. MORGAN: Moody’s Affirms Low-B Ratings on Eight Cert. Classes
J.P. MORGAN: Moody’s Holds Low-B Ratings on Five Cert. Classes
J.P. MORGAN: Moody’s Lowers Ratings on Three Certificate Classes

JARDEN CORP: Moody’s Holds B1 Corporate Family Rating
JUSTIN MORGAN: Case Summary & 18 Largest Unsecured Creditors
KARA HOMES: Seeks 60-Day Extension to File a Final Plan
KIMBALL HILL: Moody’s Downgrades Corporate Family Rating to B2
KLINGER ADVANCED: Case Summary & 20 Largest Unsecured Creditors

KOGER MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
KYPHON INC: Inks $3.9 Billion Merger Deal with Medtronics
LANDRY'S RESTAURANT: Financial Needs Cue S&P's Junk Rating
LE-NATURE'S INC: Trustee Drops Request to Sell Latrobe Plant
LEVEL 3: Posts $202 Million Net Loss in Second Quarter of 2007

LIONEL LLC: Disclosure Statement Hearing Moved to Aug. 27
LIVE NATION: Moody’s Lifts B1 Term Loan & Credit Facility Ratings
MADISON SQUARE: Fitch Lifts Rating on Class S Notes to BB+
MADRID RANCH: Voluntary Chapter 11 Case Summary
MAGNACHIP SEMICON: July 1 Balance Sheet Upside-down by $408 Mil.

MAJESCO ENTERTAINMENT: J. Gross and J. Sutton Adopt Trading Plans
MANAGED HEALTH: Narrow Operating Focus Cues S&P's 'B' Rating
MARSULEX INC: S&P Withdraws Ratings at Company's Request
MARCAL PAPER: To Pay $3 Million in Pre-Petition Claim to EPA
MASSEY ENERGY: Earns $34.9 Million in Second Quarter 2007

MCKESSON CORP: Quarter Ended June 30 Net Income Ups to $235 Mil.
MERRILL LYNCH: Moody’s Puts Low-B Ratings on Three Cert. Classes
MERRILL LYNCH: Moody’s Affirms Low-B Ratings on Six Cert. Classes
MEZZ CAP: S&P Assigns BB Rating on $1.76MM Class F Certificates
MORGAN STANLEY: Fitch Affirms $2MM Class N-SDF Certs. at BB+

MOTION PICTURE: High Financial Risk Cues S&P's B Credit Rating
NBTY INC: Earns $51 Million in Third Quarter Ended June 30
NEW CENTURY: Wants Exclusive Plan Filing Date Moved to Nov. 28
NEW CENTURY: First Meeting of Creditors to Resume on Aug. 8
NOE FULINARA: Case Summary & 19 Largest Unsecured Creditors

OGLEBAY NORTON: Harbinger Offer Cues Moody’s Ratings Review
OMNICARE INC: Moody’s Holds Ba3 CFR with Negative Outlook
ORBITZ WORLDWIDE: Moody’s Affirms B2 Corporate Family Rating
PARKER HUGHES: Court Approves Bankruptcy Plan
PILGRIM’S PRIDE: Board Elects Lonnie Ken Pilgrim as Chairman

POTLATCH CORP: Earns $34 Million in Quarter Ended June 30
PRIDE INTERNATIONAL: Moody’s Affirms Ba1 Corporate Family Rating
PRIMUS CLO: Moody’s Rates $15.5 Million Class E Notes at Ba2
PROSPECT MEDICAL: Signs Pact to Buy Alta Healthcare for $104 Mil.
PSS WORLD: Sales Up 6.2% in Three Months Ended June 29

PSS W0RLD: Earns $50 Million in Year Ended March 30
PSYCHIATRIC SOLUTIONS: 2nd Qtr. 2007 Net Income Lowers to $14.6MM
QUAKER FABRIC: Inks Pact with GB Merchant for $2 Mil. Overadvance
QUALITY HOME: Moody’s Affirms B2 Corporate Family Rating
QUALITY HOME: $138.6MM Loan Increase Cues S&P's Negative Outlook

R.H. DONNELLEY: To Acquire Business.com for $345 Million in Cash
R.H. DONNELLEY: Earns $25 Million in Second Quarter 2007
ROCKFORD PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
SACO I: Poor Collateral Performance Cues S&P to Lower Ratings
SCHUFF INT'L: S&P Withdraws Rating at Company's Request

SAGERYDER INC: Case Summary & 19 Largest Unsecured Creditors
SAINT VINCENTS: Court Confirms First Amended Chapter 11 Plan
SAN GABRIEL: Moody’s Rates $16.5 Million Class B-2L Notes at Ba2
SHAMUS HOLDINGS: Voluntary Chapter 11 Case Summary
SOLUTIA INC: Wants Exclusive Plan Filing Date Moved to Dec. 31

SOUTHEAST POST NO. 5179: Case Summary & 18 Largest Creditors
STANFIELD MCLAREN: Moody’s Rates $20 Mil. Class B-2L Notes at Ba2
SYMBOLLON PHARMA: Posts $1.3 Mil. Net Loss in Qtr. Ended March 31
TAYLOR CAPITAL: Earns $7.2 Million in 2nd Quarter Ended June 30
THE MERIDIAN: Case Summary & Three Largest Unsecured Creditors

TOWER HILL: Moody’s Rates $53 Million Class E Notes at Ba2
TRIAD HOSPITALS: Debt Repayment Cues S&P to Withdraw Ratings
WACHOVIA BANK: S&P Puts BB Prelim Rating on $100MM Class M Certs.
WENDY'S INTERNATIONAL: Earns $29.2 Mil. in Qtr. Ended June 30
WILD WEST: Files Schedules of Assets and Liabilities

WILD WEST: Bank Wants to Seize Rides Worth $1 Million
XEROX CORP: Revenues Up 6% in Second Quarter 2007
XM SATELLITE: 2007 Second Qtr. Net Loss Narrows to $176 Million
YARUSHALMI & ASSOCIATES: Voluntary Chapter 11 Case Summary

* Focus Management Names Peter Dominici as Managing Director
* S&P Takes Rating Actions on Various Transactions

* BOND PRICING: For the Week of July 23 - July 27, 2007

                             *********

ALASKA COMMS: June 30 Balance Sheet Upside-Down by $22.5 Million
----------------------------------------------------------------
Alaska Communications Systems Group Inc. posted $561.6 million
total assets, $584.1 million total liabilities, and $22.5 million
total stockholders’ deficit at June 30, 2007.

The company reported revenues of $93.2 million for the second
quarter ended June 30, 2007, a 9.6% increase over second quarter
2006 revenues of $85.1 million.  Operating income increased 18.6%
to $14.4 million, compared to the second quarter 2006 operating
income of $12.2 million.

The company posted net income of $7.1 million during the second
quarter 2006, compared to the second quarter 2006 net income of
$13.5 million.  Second quarter 2006 earnings are inclusive of non-
recurring gains of $6.7 million from the liquidation of Rural
Telephone Bank class C stock that settled in April 2006 and
$2 million from the Crest terrestrial asset purchase.

Net cash provided by operating activities decreased to
$18.8 million, or 17.1%, compared to $22.7 million of net cash in
the same period a year ago.

"Our second quarter results continue to demonstrate the strength
of our business strategy and execution," said Liane Pelletier, ACS
president and chief executive officer.  "The ACS strategy
maximizes cash flow by capturing profitable growth in the
strategic telecom segments, and enhances margins overall even as
certain areas of the telecom market face structural decline. The
strategy drives towards a wireless-centric consumer base and a
data-centric business base.  As of Q2 2007, nearly half of the
company's EBITDA was derived from wireless -- driven primarily by
the consumer segment -- and Internet revenues were up 27% --
driven primarily by the enterprise segment."

"With this strategy, our sales focus increasingly targets segments
and accounts that will deliver meaningful long-term value for the
company.  Since Q1, we won a number of key high-end enterprise
accounts, we delivered strong wireless growth and we more
selectively approached the wireline mass market, capitalizing on
lessons learned about the tenure and profitability of certain
consumer segments.  This kind of operational and market focus
underpins the steady increase in EBITDA," Mr. Pelletier continued.

                    Six Months Financial Review

For the six months ended June 30, 2007, total revenues were
$183.8 million, which represented a 9.6% increase over revenues of
$167.7 million for the same period last year.  Net income for the
six months ended June 30, 2007, was $14.6 million, compared to net
income of $5.1 million, in the same period in 2006.  Net cash
provided by operating activities for the first half of 2007 was
$46.6 million, as compared to $37.9 million in the same period in
2006.
David Wilson, ACS senior vice president and chief financial
officer, said, "Wireless revenues continue to ramp, growing 24%
from a year ago to $33.3 million, driven by a 15% increase in
average subscribers and a 9% increase in average revenue per user,
or ARPU.  Wireline revenues grew by 3% from a year ago to
$59.9 million, driven primarily by Internet and long distance.  
Revenues earned from retail local access lines remains a key
component of wireline revenue and while the number of retail local
access lines declined by 2.7% over the prior year, this decline
was offset by a corresponding 2.7% increase in ARPU driven by
upselling activities and improved subscriber mix."

"Our liquidity position continued to improve in the quarter with
cash, restricted cash and investment balances increasing
$3.1 million sequentially to $40.8 million.  Major investments and
uses of cash in the quarter included capital expenditures of
$13.5 million, comprising $10 million in maintenance capital and
$3.5 million in growth capital expenditures, and $9.2 million in
dividend payments," concluded Mr. Wilson.

                      2007 Business Outlook

Reaffirming guidance for the full-year 2007, revenues are expected
to be in the range of $360 million to $370 million.  For the year
2007, net cash interest expense is expected to be approximately
$27 million.

ACS has also reaffirmed 2006 capital expenditure guidance to be
about $46 million, comprised of maintenance capital expenditures
of about $37 million and growth capital expenditures of about
$9 million.  The guidance presented is exclusive of ACS' strategic
investment.

                       Strategic Investment

"Our work continues on the strategic investment in fiber between
Alaska and the Pacific Northwest, positioning ACS to more
effectively compete for carrier, enterprise and government demand;
to satisfy growing bandwidth needs; and to position ACS to capture
favorable macroeconomic trends in Alaska," said Mr. Pelletier.
"Our project plans have met with tremendous market enthusiasm for
a diverse route and an additional supplier, and the business case
has clearly been reinforced.  As a result, the project options
have expanded and we will screen them to select the one that
delivers the best long-term value for the company, consistent with
our dividend policy and target capital structure objectives."

                    About Alaska Communications

Alaska Communications Systems Group Inc. (Nasdaq: ALSK) --
http://www.alsk.com/-- is an integrated communications provider
in Alaska, offering local telephone service, wireless, long
distance, data, and Internet services to business and residential
customers throughout Alaska.

In its financial statements for the quarter ended March 31, 2007,
Alaska Communications Systems Group Inc. reported total assets of
$551,033,000, total liabilities of $579,979,000, and a total
stockholders' deficit of $28,946,000 as of March 31, 2007,
compared to $562,321,000 in total assets, $587,010,000 in total
liabilities, and a stockholders' deficit of $24,689,000 at
Dec. 31, 2006.


ALLIED DEFENSE: Completes Second Phase of Financing
---------------------------------------------------
The Allied Defense Group Inc. disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that on July 19,
2007, it closed the second phase of the financing.

Pursuant to the terms of the Amended and Restated Securities
Purchase Agreement dated June 19, 2007, the company has sold an
aggregate principal amount of $10 million of additional senior
secured convertible notes.  Proceeds from the transaction will be
used to fund the company's working capital needs.

                           Financing

As reported in the Troubled Company Reporter on June 26, 2007, the
company entered into definitive agreements with all investors of
the company's $30 million convertible notes for recapitalization
and resolution of all outstanding disputes of default between the
company and its debt holders.

Under the terms of the agreement, the convertible note investors
have agreed to amend certain terms of the existing notes, provide
up to $15 million in new funding, and release the company of all
alleged defaults and penalties under the convertible note
agreement.
    
The transaction is subject to various closing conditions,
including approval of the American Stock Exchange, and is expected
to close within five business days.
    
Under the terms of the agreement, the company will exchange the
existing $30 million convertible debt issue for new approximately
$27.1 million senior secured notes carrying an 8.95% coupon,
payable quarterly and convertible into shares of The Allied
Defense Group's common stock at a price of $9.35 per share, equal
to the closing bid price of the common stock on the day of
signing, and 1.288 million shares of common stock.
    
The company will also receive an incremental $15 million cash of
new funding, subject to similar interest and conversion provisions
as the approximately $27.1 million notes.
    
Of the $15 million in new funding, $5 million will be available
immediately upon closing.  The remaining $10 million will be
available once a large anticipated ammunition contract award is
received by the company's wholly-owned MECAR S.A. subsidiary.

Allied's expectations with respect to the order have not changed
and the company is currently working to establish a performance
bond guarantee, which is a final requirement before the client can
issue the contract award to MECAR.

                       About Allied Defense

Headquartered in Vienna, Virginia, The Allied Defense Group Inc.
-- (AMEX: ADG) -- http://www.allieddefensegroup.com/-- is a   
diversified International defense and security firm which develops
and produces conventional medium caliber ammunition marketed to
defense departments worldwide; designs, produces and markets
sophisticated electronic and microwave security systems
principally for European and North American markets; manufactures
battlefield effects simulators and other training devices for the
military; and designs and produces state-of-the-art weather and
navigation software, data, and systems for commercial and military
customers.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 18, 2007,
BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group 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
pointed to the company's losses from operations in 2006 and 2005.

The auditing firm also cited that the company has received default
notices from certain convertible debt holders in 2007.  The
auditing firm further disclosed that if the company fails to
register the underlying shares related to the company's
$30 million convertible debt facility by March 29, 2007, the debt
will be in default and the face value of the notes along with
redemption premiums and all accrued interest will become due.


ALION SCIENCE: Moody’s Downgrades Corporate Family Rating to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Alion Science and Technology Corporation to B3, withdrew the
Ba2 rating on the term B senior credit facility due 2009 due to a
maturity extension, assigned a Ba3 rating to the term B senior
credit facility due 2013 and downgraded the rating on the
$250 million 10.25% senior unsecured notes due 2015 to Caa1.  The
rating outlook was changed to stable from negative.

In February 2007, Alion extended the maturity date of their term B
senior credit facility to Feb. 6, 2013 and completed a
recapitalization which included the higher than expected sale of
$250 million of its 10.25% senior unsecured notes due
Feb. 1, 2015, to repay its $170 million bridge loan and
$72 million under the Term B facility.

Moody's took these rating actions:

-- Withdrew $50 million senior secured revolving credit facility
    due 2009, Ba2 (LGD2, 19%)

-- Withdrew $260 million senior secured term loan B due 2009, Ba2
    (LGD2, 19%)

-- Assigned $50 million senior secured revolving credit facility
    due 2013, Ba3 (LGD2, 16%)

-- Assigned $222 million senior secured term loan B due 2013, Ba3
    (LGD2, 16%)

-- Downgraded $250 million 10.25% senior unsecured notes due 2015
    to Caa1 (LGD4, 68%) from B3 (LGD5, 71%)

-- Downgraded corporate family rating to B3 from B2

-- Downgraded probability of default rating to B3 from B2

-- Affirmed the speculative grade liquidity rating of SGL-3

The ratings outlook was changed to stable from negative.

The downgrade of the corporate family rating to B3 reflects the
expectation that leverage and interest coverage will remain above
the stated rating triggers in the credit opinion dated December
2006.  The downgrade also reflects an expectation that free cash
flow will be lower than projected and substantial near term
refinancing needs could further reduce free cash flow.

Operating performance is expected to be slightly weaker than
originally anticipated while cash payments to purchase shares from
the ESOP and phantom stock payments higher.  Near term debt
obligations remain substantial and Moody's is concerned that
projected cash flow and interest coverage may further deteriorate
upon refinancing as the previous non cash pay instruments may be
refinanced as cash pay instruments.  Alion is also expected to
continue to be acquisitive.

Alion, headquartered in McLean, Virginia, is an employee-owned
company that provides scientific research, development, and
engineering services related to national defense, homeland
security, and energy and environmental analysis.  Revenues for the
twelve months ended March 31, 2007 were $665 million.


AMERCABLE: Moody’s Rates Proposed $15 Mil. Secured Revolver at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$15 million senior secured revolver and a B1 rating to the
proposed $100 million senior secured first lien term loan.

Additionally, Moody's affirmed the B2 Corporate Family Rating and
upgraded the Probability of Default Rating to B2 from B3.  The
rating outlook is stable.  Concurrently, Moody's will withdraw the
ratings previously assigned on June 27, 2007.

Moody's assigned these proposed ratings:

-- $15 million senior secured revolver due 2012, rated B1 (LGD3,
    39%)

-- $100 million senior secured term loan due 2014, rated B1
    (LGD3, 39%)

Moody's withdrew these ratings:

-- $15 million senior secured revolver due 2012, rated Ba2 (LGD1,
    1%)

-- $135 million senior secured term loan due 2014, rated B2
   (LGD3, 38%)

On June 8, 2007 AmerCable entered into a definitive agreement to
be acquired by Quintana Energy Partners L.P. and its affiliated
investment funds for about $212 million in total consideration.
While the deal represents a financial investment by Quintana, the
sponsor also brings significant strategic benefits to AmerCable
given that it owns in excess of 20 billion tons of coal reserves,
representing roughly 5% of domestic reserves, and over 5 million
mineral acres in the U.S.

The proceeds from this new indebtedness will be utilized to
purchase the company's equity, repay existing senior bank debt and
pay transaction fees and expenses.

The affirmation of the B2 Corporate Family rating primarily
reflects these factors:

   i. moderate leverage;

  ii. modest free cash flow; and

iii. moderate interest coverage resulting from the re-leveraging
      of the company's balance sheet to effect the buyout.

The ratings also reflect the company's small size relative to the
company's primary competitors and as compared to other companies
rated by Moody's.

Factors that serve to mitigate these risks include the company's
leading market share positions in its core North American markets
for cable products used in the mining and oil & gas markets, the
favorable demand fundamentals in both the oil & gas and mining
sectors for the foreseeable future, the quality and
diversification of its customer base, its seasoned, cohesive
management team as well as the company's superior margins relative
to major competitors in the wire and cable business, both in the
U.S. and Europe.  The ratings are also bolstered by the fact that
the company employs an effective demand-pull strategy by
maintaining direct dialogues with the end users while selling
through distributors.

The outlook is stable, reflecting Moody's belief that AmerCable
will continue to grow revenues at a double-digit pace fueled
primarily by anticipated growth in the pace of deep-water oil &
gas exploration and production as well as increasing demand for
coal in the U.S. and, most particularly, in non-OECD countries.

Moody’s also assume that the firm will maintain a close
association with end users by means of its engineering specialists
and that it will continue to invest in research and development
activities that, in tandem with its customer-centric approach to
its markets, will enable it to continue to develop durable,
leading edge products for its clientele.  
In the event that a major acquisition or market expansion adds
material debt to the company's balance sheet the expectation is
that AmerCable will utilize cash flow to rapidly de-lever in a
disciplined manner in keeping with its conservative long-term
financial goals.

The rating could move down if the company encounters difficulties
in managing its expansion into new markets or experiences softness
in demand in its primary end markets, resulting in slowing revenue
growth with a concomitant weakening of margins and a deterioration
of free cash flow to adjusted debt to less than 1.5% on a
sustained basis.  The rating could also be downgraded in the event
that the company embarks upon a major acquisition or pays a
substantial dividend to the sponsor group, thereby increasing
total debt to EBITDA above 7 times on a sustained basis.  The
rating could come under upward pressure if adjusted free cash flow
to adjusted debt improves to a range of 5% or more or if adjusted
debt to EBITDA declines to 4.5 times or below on a sustained
basis.

Headquartered in El Dorado, Arkansas, AmerCable develops,
manufactures and sells highly engineered, jacketed electrical
cable products, cable assemblies and customer-driven solutions for
power, control and instrumentation applications used in severe
operating environments.  Primary end-markets for the company's
products include the mining and offshore and gas industries.  For
the twelve months ended March 31, 2007, the company recognized
revenues of $165 million.


AMERISOURCEBERGEN CORP: Earns $129.9 Mil. in Qtr. Ended June 30
---------------------------------------------------------------
AmerisourceBergen Corporation reported net income of
$129.9 million for the third quarter ended June 30, 2007, as
compared with $119.5 million for the third quarter ended
June 30, 2006.

Total revenue was $16.4 billion for the third quarter ended
June 30, 2007, as compared with $15.7 billion for the third
quarter ended June 30, 2006.  Operating revenue was $15.4 billion
in the third quarter of fiscal 2007, compared to $14.4 billion for
the same period last year, a 7% increase. Bulk deliveries in the
quarter decreased 15% to $1.1 billion from $1.2 billion in last
year’s fiscal third quarter.

Consolidated operating income in the quarter increased 11% to
$209.6 million, primarily due to increased operating income in the
Pharmaceutical Distribution segment.  The other loss of $3.5
million for the third quarter of fiscal 2007 was primarily related
to the write down of an equity investment.

"Our fiscal third quarter produced solid results, as we remain on
track to exceed the performance targets we set at the beginning of
the 2007 fiscal year," said R. David Yost, AmerisourceBergen’s
chief executive officer.  "Our 7% operating revenue growth was led
by continued strong performance in our specialty drug distribution
business.  That revenue growth, our strong generic performance in
our broad-line drug distribution business, and our disciplined use
of cash, were the primary drivers of our diluted earnings per
share performance.  With our strong cash position, we repurchased
more than $500 million of our shares in the June quarter and
$872 million in the first nine months of fiscal 2007, and we
continue to have significant financial flexibility."

For the first nine months of fiscal 2007, AmerisourceBergen’s
total revenue was $49.7 billion, compared to $45.6 billion a year
ago.  Operating revenue was $46.4 billion compared to
$42 billion for the same period last year, a 10% increase.  Bulk
deliveries in the first nine months of the fiscal year decreased
6% to $3.3 billion.

Consolidated operating income in the first nine months of the
fiscal year increased 16% to $639.3 million due to operating
income growth in the Pharmaceutical Distribution segment.  Net
income for the nine months ended June 30, 2007, was
$381.6 million, compared to $345.7 million a year ago.

"For the fiscal 2007 third quarter, excellent operating
performance in the Pharmaceutical Distribution segment, more than
offset the lower than expected performance in the PharMerica
segment," said Kurt J. Hilzinger, AmerisourceBergen’s president
and chief operating officer.

"In our Drug Corporation, which provides pharmaceutical
distribution and related services to pharmacies, operating income
benefited from an above market sales increase in our proprietary
generic drug program which offset in part the impact of fewer drug
price increases in the June quarter. Benefits from our Optimiz(R)
program, which enhanced the efficiency of our distribution center
network, continued to improve our cost structure in the quarter.

"With operating revenue growth significantly above market again,
our Specialty Group, which focuses on the distribution of
specialty pharmaceuticals to physicians and the services that
support that market, continued its strong growth, despite slower
growth in the anemia drug market.  Its market-leading oncology
businesses as well as other distribution businesses to physicians
continue to drive growth faster than the overall pharmaceutical
market.

"Our Packaging Group continued to perform well. In the quarter,
Anderson Packaging began packaging six new products for branded
manufacturers, while American Health Packaging launched 14 new
proprietary unit-dose offerings for various end-use markets.  The
pipeline of new products and initiatives remains solid.

"Our PharMerica segment performance did not meet our expectations
in the June quarter.  The institutional pharmacy business is
expected to be spun off, tax free, on July 31, 2007, and then be
merged on a 50-50 basis with Kindred Healthcare Inc.’s
institutional pharmacy business to form PharMerica Corporation, an
independent, public company.  PMSI, our market-leading workers’
compensation business, is in active turnaround where we have added
new management and are investing in the business."
At June 30, 2007, the company's balance sheet had total assets of
$12.9 billion, total liabilities of $9.2 billion, and total
stockholders' equity of $3.7 billion.

                          Looking Ahead

"With one quarter remaining in the fiscal year, we are increasing
and narrowing our GAAP diluted earnings per share expectations for
fiscal 2007 to a range of $2.60 to $2.68, from the previous range
of $2.50 to $2.65," said Mr. Yost.  "The new range includes a net
$0.05 benefit for the year in special items, including an expected
$0.01 charge in the September quarter, and continues to reflect
expected earnings of $0.09 to $0.11 from the PharMerica
institutional pharmacy business for the entire fiscal year 2007.
We expect to spin off the PharMerica institutional pharmacy
business on a tax-free basis on July 31, 2007.

After the expected spinoff of our institutional pharmacy business,
the historical results of that business, including the current
fiscal year, will be reclassified to discontinued operations.  At
that time, our fiscal 2007 expectations for diluted earnings per
share from continuing operations will be reduced approximately
$0.10 to a range of $2.50 to $2.58, implying a fiscal 2007 fourth
quarter diluted earnings per share from continuing operations in
the range of $0.58 to $0.66 without the institutional pharmacy
business and including the $0.01 special charge.

"For fiscal year 2007, our diluted earnings per share guidance,
with or without the institutional pharmacy business, assumes
operating revenue growth of 9% to 10%, excluding the pending
acquisition of Bellco Health, and continues to reflect operating
margin expansion in the high single-digit basis point range for
the Pharmaceutical Distribution segment.

"With our operating cash generation coming in ahead of
expectations at the end of nine months, we are raising our
expectation for free cash flow in fiscal year 2007 by $175 million
to a range of $750 million to $825 million from the previous range
of $575 million to $650 million.  Capital expenditures, which are
included in the free cash flow expectation, remain unchanged in
the $100 million to $125 million range."

                       About AmerisourceBergen

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

                           *     *     *

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


AMP'D MOBILE: Court Okays Proposed Asset Sale Procedures
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
approved the bidding procedures proposed by Amp'd Mobile
for the sale of substantially all of its assets.

The Court gave interested parties until Friday last week to
submit written bids.

King's Road Investment Ltd, as the Secured Lender, is authorized
and entitled to credit bid up to the full amount of its
prepetition indebtedness, the Court rules.  Any objections to
Kings Road's right to credit bid are overruled.

Kings Road is a qualified bidder and reserves all rights under
Section 363, including the right to credit bid all or part of its  
Prepetition Indebtedness at the Auction.  Kings Road is not
required to submit its bid by the Bid Deadline.

To the extent the alleged secured claim of Brightpoint is not
subject to an adversary proceeding challenging the validity of
its asserted liens, the Court authorizes Brightpoint to credit
bid its claim under Section 363.  Brightpoint is not required to
submit its bid by the Bid Deadline and is not required to submit
a deposit, the Court rules.

Any bids for the Assets will include an allocation for the
inventory currently held by Brightpoint that is the subject of
the alleged Brightpoint secured claim, the Court clarifies.

The Debtor may, at its discretion, grant a Stalking Horse Bidder
the right to receive a Break-Up Fee up to a maximum of 3% of the
guaranteed cash purchase price offered by that Stalking Horse
Bidder if a sale transaction is ultimately consummated with
another prevailing bidder.  

Any payment of a Break-up Fee is conditioned upon the consent of
Kings Road and will be subject, in all circumstances, to Court
approval at the Sale Hearing.  In no event will the Break-up Fee
be payable if the Stalking Horse Agreement contains a "due
diligence" or financing contingency, Judge Shannon orders.

All proceeds of the Sale will be used to satisfy the prepetition
claim, including interest, of Kings Road.

The Court will conduct the Sale Hearing on the contemplated sale
transactions on August 1, 2007, at 1:00 p.m., Eastern time.

All subscriber contracts not assumed at the Sale Hearing will be
deemed terminated for cause.

The Official Committee of Unsecured Creditors and Verizon Wireless
reserve their right to object to the Sale at the Sale Hearing.

Nothing in the Bidding Procedures Order will prejudice any right
or remedy of Asurion Insurance Services, Inc., or any of its
affiliates up to the aggregate amount of Asurion's claims in
Asurion's Adversary Proceeding against the Debtor, including a
determination whether the insurance premiums collected by the
Debtor are or are not property of the Debtor's Estate.

Any purchaser of the Assets seeking to acquire personally
identifiable information of the subscribers must comply with the
Debtor's privacy policy.  If that purchaser indicates it does not
intend to follow the existing policy, then the Debtor will seek
the appointment of a consumer privacy ombudsman in accordance
with Sections 363(b) and 332.

Any purchaser, who objects to the cure amount, segregate an
amount satisfactory to the Contract party and attempt to resolve
the disputed cure amount.  If unresolved, the parties reserve the
right to litigate the cure amount after the Sale Hearing.

Any claim for rejection damages for the rejection of a Contract
will be filed by the later of 30 days after notice of rejection
or any applicable claims bar date set by the Court.

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


AIRTRAN HOLDINGS: Comments on Midwest Air Second Quarter Earnings
-----------------------------------------------------------------
AirTran Holdings, Inc., the parent of AirTran Airways, issued
these comments in response to Midwest Air Group's performance for
the second quarter of 2007.

"Midwest lowered the bar in June when it said it would fail to
meet already modest earnings projections," Joe Leonard, AirTran
Airways chairman and chief executive, said.  "The company's actual
results fail to meet even those diminished expectations.  Midwest
blames its troubles on a weak industry- wide pricing environment,
yet AirTran Airways and other airlines have improved profitability
in the same challenging conditions.

"Midwest management refuses to recognize that its business plan is
fundamentally flawed," Mr. Leonard said.  "Midwest's core
operating profitability is deteriorating, and they irresponsibly
ignore the expressed will of their shareholders.  The owners of
most Midwest shares support AirTran Airways' plan to combine two
proud airlines into a single, national, low-cost carrier with the
ability to thrive in a fiercely competitive marketplace."
Midwest's declining performance in the second quarter:

   -- Net Income down 45 percent to $4.9 million;
   -- Earnings per Share down 51 percent to 19 cents;
   -- Passenger Revenue per Available Seat Mile down 3%; and  
   -- Rising Non-Fuel Unit Costs.

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7% Guaranteed Convertible Notes Due July 1, 2023, in connection
with its implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.
Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


AIRTRAN HOLDINGS: Earns $41.5 Million in Second Quarter of 2007
---------------------------------------------------------------
AirTran Holdings, Inc., the parent company of AirTran Airways,
Inc., reported net income of $41.5 million for the second quarter
of 2007.

During the second quarter AirTran Airways served a record 6.3
million passengers and achieved an all-time record load factor of
78.8%.  Included in the second-quarter results is a $4.5 million
after-tax gain on the sale of two 737-700 aircraft.

"I am extremely proud of our second-quarter performance,” Joe
Leonard, AirTran's chairman and chief executive officer, said.
“AirTran Airways served a record number of passengers, and we also
set a new operating profit record of $69.7 million.  Clearly, the
customers appreciate the quality and value of our product as
demonstrated by these results."

Revenue for the quarter was a record $614.1 million.  Capacity, as
measured in available seat miles, increased 21.3% over the same
period last year and reflects the addition of 18 new Boeing 737-
700s.  Traffic, or revenue passenger miles, increased 22.3%
resulting in the record 78.8% load factor, up 0.7 percentage
points compared to second quarter 2006.

"AirTran Airways' Crew Members continued to deliver great customer
service which resulted in the airline serving a record number of
passengers this quarter," Bob Fornaro, AirTran's president and
chief operating officer, said.  "I want to acknowledge the hard
work and dedication of our Crew Members and thank them for their
industry-leading operating performance."

AirTran Airways ranked first among major carriers for baggage
delivery and on-time performance of 85.5% and had the second
lowest rate of involuntary denied boardings and complaints,
according to the most recent DOT Air Travel Consumer Report.

"Looking forward, passenger demand appears strong," Mr. Fornaro
said.  "With the delivery on July 16th of our last Boeing 737-700
for 2007, we expect to see improving trends in unit revenue and
costs during the second half."

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                            *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7% Guaranteed Convertible Notes Due July 1, 2023, in connection
with its implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.

Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


ASC INC: Creditors Given 20 Days to Respond to Case Conversion
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave ASC Inc.'s creditors 20 days to respond to the Debtor's
request to have its chapter 11 case converted into a chapter 7
proceeding, Bill Rochelle of Bloomberg News reports.

According to Bloomberg, ASC sought the conversion after the
the Court denied its request for new financing to continue
operating its last remaining plant in Lansing, Michigan.

The report relates that the Court's order followed objections
from the Official Committee of Unsecured Creditors and the U.S.
Trustee which stated that the financing would only benefit the
customers and ASC's owner.

In its request, the Debtor said it needs the financing because
its proposed use of excess funds was not agreed to by a secured
lender.

The Creditors Committee sought the case conversion before the
Debtor did but withdrew the motion later.

In its motion for conversion, the Committee told the Court that
cause exists to shift the Debtor's case to a Chapter 7 proceeding
because:

  a) the filing of the postpetition financing motion is a proof
     that the case is being controlled and managed by the  
     Debtor's alleged subordinated secured creditor, American  
     Specialty, the parent of the Debtor, and not by the Debtor;

  b) notwithstanding the significant amount of cash the Debtor
     has sitting in its bank account from which to fund the two
     remaining case wrap-up tasks, the Debtor has filed the
     postpetition financing motion wherein the Debtor proposes to
     give away estate assets to its parents in exchange for
     unnecessary discretionary lending.

Headquartered in Southgate, Michigan, ASC Incorporated --
http://www.ascglobal.com/-- is a supplier of highly engineered
roof systems and of design services for the world's automakers.
The company filed for Chapter 11 protection on May 2, 2007,
(Bankr. E.D. Mich. Case No. 07-48680) Gary H. Cunningham, Esq. and
Sean M. Walsh, Esq. at Giarmarco, Mullins & Horton P.C. represent
the Debtor in its restructuring efforts.  Christopher Grosman,
Esq., at Carson Fischer, P.L.C., represents the Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed assets and debts from $1 million to
$100 million.


ACXIOM(R) CORP: Posts Net Loss of $11.5 Million for Q1 2008
-----------------------------------------------------------
Acxiom(R) Corporation reported financial results for the first
quarter of fiscal 2008 ended June 30, 2007.  

Details of Acxiom’s first-quarter performance include:

Revenue of $338.2 million, up 0.4% from $336.7 million in the
first quarter a year ago.

Income from operations of $4.1 million, an 88.6% decrease compared
to $36.3 million in the first quarter last year.

Net loss of $11.5 million, compared to net earnings of
$17.8 million in the first quarter of fiscal 2007.

Unusual items that added $20.6 million in expenses in the quarter.
Included were costs related to the pending transaction with Silver
Lake and ValueAct Capital of $15.1 million, which are non-
deductible for tax purposes, and $5.5 million predominantly
related to the write-off of certain long-term assets related to an
amended contract with an information technology outsourcing
client.  

Operating cash flow of $39.1 million and negative free cash flow
available to equity of $9.8 million.  

                 New Organizational Alignment

Acxiom in fiscal 2008 implemented a new organizational alignment
with three operating divisions. First-quarter revenue by division
was:

Services Division:

Revenue for the quarter was $181 million, up 4 percent compared to
the first quarter a year ago.

Information Products Division:

Revenue for the quarter was $96.7 million, a 2% increase over the
same quarter last year.

Infrastructure Management Division:

Revenue for the quarter was $113.5 million, down 6% from the same
quarter last year.

                    First Quarter Recognition

Computerworld magazine again named Acxiom one of the 100 Best
Places to Work in Information Technology, the fourth time in the
last six years the company has received the honor.

Wells Fargo & Company named Acxiom the winner of the "First
Choice" award as part of its Vendor Recognition Program.  Acxiom
was one of four business partners that Wells Fargo's Technology
Information Group recognized during its annual vendor summit in
April.

Charles D. Morgan, Acxiom’s company leader and chairman of the
board stated, “We remain focused on operating results while we
advance the acquisition process with Silver Lake and ValueAct
Capital.  We continue to believe that successfully completing this
deal is in the best interests of Acxiom and its constituents.”

                          About Acxiom

Based in Little Rock, Arkansas, Acxiom(R) Corporation (Nasdaq:
ACXM) -- http://www.acxiom.com/-- integrates data, services and   
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's solutions
are Customer Data Integration technology, data, database services,
IT outsourcing, consulting and analytics, and privacy leadership.  
Founded in 1969, Acxiom has locations throughout the United
States, Europe, Australia and China.

                          *     *     *

Acxiom Corp. carries Moody's Investor Services' 'Ba2' long-term
corporate family rating and 'Ba3' probability of default rating.

The company's long-term foreign and local credit is rated 'BB' by
Standard and Poor's.


ASPEN INSURANCE: P. Melwani and K. Salame Leaves the Board
----------------------------------------------------------
Aspen Insurance Holdings Limited reported that Prakash Melwani and
Kamil Salame will be stepping down from the Board.

Mr. Melwani is a Senior Managing Director of Blackstone’s Private
Equity Group and Mr. Salame is a partner of DLJ Merchant Banking
Partners.  Blackstone and DLJ Merchant Banking Partners no longer
own stakes in the company after selling their remaining interests
on July 3, 2007.

Richard Bucknall and Matthew B. Botein will be joining the Board
as Non-Executive Directors.  

Mr. Bucknall brings an exceptional background in insurance broking
to Aspen.  He recently retired from the Willis Group where he was
Vice Chairman and earlier held roles as Group Chief Operating
Officer and Chairman/Chief Executive Officer of Willis Limited.  
He was responsible for leading the development of Willis’
international network and played a crucial role in various
strategic acquisitions.  He is currently a Non-Executive Director
of FIM Services Limited.  He is a Fellow of the Chartered
Insurance Institute.

Mr. Bucknall will chair the company’s Compensation Committee and
will also sit on the company’s Audit Committee.

Mr. Botein is a Managing Director and member of the Management
Committee at Highfields Capital Management, a Boston-based
investment management firm with in excess of $10 billion under
management.  At Highfields, he is responsible for the firm’s
investments in the financial services industry.  Prior to joining
Highfields, he was a Principal in the private equity department of
The Blackstone Group.  He currently serves on the boards of Cyrus
Reinsurance Holdings Limited, a ‘‘sidecar’’ Highfields formed with
XL Capital, and Integro Limited, an insurance broker, and
previously was a member of the board of Aspen from its formation
until 2003.  He is a graduate of Harvard College and Harvard
Business School.

Mr. Botein will be a member of the company’s Compensation
Committee, Corporate Governance and Nominating Committee and
Investment Committee.

Chris O’Kane, Chief Executive Officer of Aspen commented: ‘‘Both
Prakash Melwani and Kamil Salame are excellent examples of how
private equity can contribute to a company’s vision and maturity,
and I want to thank them for their time and personal commitment
during their tenure on the Board.  I am also delighted that Matt
Botein is rejoining the Board.  He knows Aspen well and I welcome
the opportunity to work with him again.  The addition of Richard
Bucknall, an experienced and knowledgeable insurance broker
provides a fresh perspective as we continue to develop and
evolve.’’

Glyn Jones, Chairman of Aspen commented, ‘‘Prakash Melwani and
Kamil Salame have been instrumental in helping to shape and
position Aspen since our formation five years ago and I would like
to thank them both for their contribution.  It has been a pleasure
to work with them.  Both Matt Botein and Richard Bucknall bring a
wealth of business experience in the insurance industry to our
Board which I believe will be invaluable as we continue to grow
our business globally.’’

                     About Aspen Insurance

Headquartered in Hamilton, Bermuda, Aspen Insurance Holdings
Limited (NYSE: AHL) -- http://www.aspen.bm/-- is a global   
reinsurance and insurance company.  Aspen's operations are
conducted through its wholly-owned subsidiaries Aspen Insurance UK
Limited, Aspen Insurance Limited and Aspen Specialty Insurance
Company.  Aspen's principal existing founding shareholders include
The Blackstone Group, Candover Partners Limited and Credit Suisse
First Boston Private Equity.

                        *     *     *

To date, Moody's Investors Service assigned a Ba1 rating to the
proposed $200 million Perpetual Non-Cumulative Preference Shares
to be issued by Aspen Insurance Holdings Limited, the existing
perpetual "PIERS" of which are rated Ba1 by Moody's.


ATLANTIC MEDICAL: Case Summary & 37 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atlantic Medical Management Services, Inc.
        100 Deerfield Lane, Suite 100
        Malvern, PA 1935

Bankruptcy Case No.: 07-14283

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Atlantic Skin and Cosmetic Surgery         07-14284
        Group, P.C.

Type of business: The Debtor provides medical management &
                  business administration services.

Chapter 11 Petition Date: July 26, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Gerald J. McConomy, Esq.
                  Knapp, McConomy, Merlie, L.L.P.
                  1216 Route 113, P.O. BOx 487
                  Chester Springs, PA 19425
                  Tel: (610) 827-2044

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Atlantic Medical                   Less than         $1 Million to
Management Services, Inc.            $10,000          $100 Million

Atlantic Skin and                $100,000 to           $100,000 to
Cosmetic Surgery Group, P.C.    $100 Million          $100 Million

A. Atlantic Medical Management Services, Inc's 20 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Liberty Malvern, L.P.       real estate lease          $96,424
P.O. Box 822144
Philadelphia, PA
19182-2144

McKesson Specialty          business debt              $23,941
Distribution, L.L.C.
P.O. Box 841838
Dallas, TX 75284-1838

Allergan-134696             business debt              $18,180
12975 Collections
Center Drive
Chicago, IL 60693

Keystone Health Plan East   business debt              $10,479

PhotoMedex, Inc.            business debt               $8,200

National City Healthcare-   business debt               $6,420
0004

Independence Blue Cross     business debt               $6,204

Healthcare Capital          business debt               $4,990
Services

Glassgow Medical Center,    business debt               $4,411
L.L.C.

Sentry-140992               business debt               $3,599

Main Line Clinical          business debt               $2,730
Laboratories Department
of Pathology

Wachovia 5-9                business debt               $2,260

A.T.X. Communications       business debt               $2,177

Staples Business Advantage  business debt               $1,865

Allergan-89512              business debt               $1,837

Sentry-141003               business debt               $1,779

National Healthcare         business debt               $1,754

Nextgen                     business debt               $1,684

Main Line Today             business debt               $1,050

Lewes Physician Time Share  business debt                 $800

B. Atlantic Skin and Cosmetic Surgery Group, PC's 17 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Michael Saruk, M.D.         wages                     $350,000
895 Bainbridge Drive
West Chester, PA 19382

Jonathan Pontell, M.D.      wages                     $170,000
1340 Fenimore Lane
Gladwyne, PA 19035

Sherry Shi Li, M.D.         wages                      $70,000
122 Hockessin Drive
Hockessin, DE 19707

Minh P. Thieu, M.D.         wages                      $31,000

Anthony Santoro, M.D.       wages                      $30,000

Jules R. Fleischner         wages                      $13,000

Aron D. Wahrman, M.D.       wages                       $7,500

A.I.C.C.O., Inc.-           business debt               $6,691
15-008-014938

A.M.A. Insurance Agency,    business debt               $2,036
Inc.

Amica Mutual Insurance Co.  business debt               $1,040

Jefferson Leasing           business debt                 $904

P.A. Department of          business debt                 $430
Revenue

The Society for             business debt                 $220
Investigative Dermatology

Philadelphia                business debt                 $200
Dermatological Society

A.A.A.-Mid-Atlantic         business debt                 $149
P.O. Box 820884
Philadelphia, PA
19182-0884

Bryn Mawr Rehabilitation    business debt                 $125
Medical Staff

Cingular Wireless           business debt                  $67


BALLY TOTAL: Receives Requisite Votes for Pre-Packaged Ch. 11 Plan
------------------------------------------------------------------
Bally Total Fitness Holding Corp. disclosed Friday that it
received the requisite number of votes in favor of its pre-
packaged chapter 11 plan, Reuters reports.

With the receipt of the required votes, the company is expected to
file its pre-packaged chapter 11 plan with the U.S. Bankruptcy
Court for the Southern District of New York.

                        Treatment of Claims

As reported in the Troubled Company Reporter on June 29, 2007,
under the company's pre-packaged chapter 11 plan, these claims are
expected a 100% recovery:

     * Administrative Claims, estimated at $24,704,600;
     * Priority Tax Claims, estimated at $17,904,440;
     * Non-Tax Priority Claims, estimated at $25,265,635;
     * Other Secured Claims, estimated at $15,040,312;
     * Unimpaired Unsecured Claims, estimated at $107,222,660; and
     * Lenders Claims, estimated at $262,400,000.

Holders of Senior Notes, with claims estimated at $235,000,000, on
the effective date, will receive the Prepetition Senior Notes
Indenture Amendment Fee and the New Senior Second Lien Notes,
which alter their contractual rights as set forth in the New
Senior Second Lien Notes Indenture.

Holders of Prepetition Senior Subordinated Notes, owed an
estimated $323,041,667, and Holders of Rejection Claims against
Bally Total will receive:

    (a) New Subordinated Notes with a principal amount equal to
        24.8% of the amount of such Allowed Claim,

    (b) New Junior Subordinated Notes with a principal amount
        equal to 21.7% of the amount of such Allowed Claim,

    (c) 0.00093 shares of New Common Stock per $1.00 of Allowed
        Claim and

    (d) Rights to purchase Rights Offering Senior Subordinated
        Notes with a principal amount equal to 27.9% of the amount
        of such Allowed Claim.

Holders of Rejection Claims against any of Bally's affiliates, at
the company's option, will receive either:

    (a) cash in an amount equal to the amount of the Claim,

    (b) other less favorable treatment to which the Holder and
        the Debtors agree or

    (c) quarterly installments over a 5 year period equal to the
        amount of the Claim plus interest at 12-3/8% per annum.

Holders of Subordinated Claims will receive nothing under the
plan.

On the Effective Date, the Old Equity Interests of Bally will be
canceled and the Holders will receive no distribution.

The Reorganized Debtors will retain the Interests they hold in
Affiliate Debtors.

A full-text copy of the Pre-Packaged Chapter 11 Plan and
Disclosure Statement may be viewed for free at:

               http://ResearchArchives.com/t/s?214a

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  Bally offers a unique platform for
distribution of a wide range of products and services targeted to
active, fitness-conscious adult consumers.


BALLY TOTAL: Unable to Make Pact w/ Shareholders on Alternate Plan
------------------------------------------------------------------
Bally Total Fitness Holding Corp. was unable to reach an agreement
on an alternative restructuring plan proposed by a group of
shareholders, Reuters reports.

As reported in the Troubled Company Reporter on July 9, 2007, the
company received a letter from current shareholders Liberation
Investments, L.P., Liberation Investments, Ltd., Harbinger Capital
Partners Master Fund I, Ltd. and Harbinger Capital Partners
Special Situations Fund L.P., which proposes an alternate chapter
11 plan of reorganization for the company.

The company further said that it was in discussions with these
shareholders and, subject to the execution of confidentiality
agreements, will provide due diligence access to these
shareholders for the purposes of their proposal being further
refined and proposed definitive documentation being provided to
the Board for review and consideration.  The shareholders agreed
to complete their due diligence by July 20, 2007.

The company has already received the required number of votes
favoring its pre-packaged chapter 11 plan.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  Bally offers a unique platform for
distribution of a wide range of products and services targeted to
active, fitness-conscious adult consumers.


BANC OF AMERICA: Fitch Assigns Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Banc of America Commercial Mortgage Inc., Series 2007-3,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as:

  -- $50,000,000 class A-1 'AAA';
  -- $334,000,000 class A-2 'AAA';
  -- $133,000,000 class A-3 'AAA';
  -- $78,944,000 class A-AB 'AAA';
  -- $1,017,000,000 class A-4 'AAA';
  -- $50,000,000 class A-5 'AAA';
  -- $648,014,000 class A-1A 'AAA';
  -- $3,515,654,613 class XW 'AAA' (notional amount);
  -- $116,565,000 class A-M 'AAA';
  -- $100,000,000 class A-MF 'AAA';
  -- $241,701,000 class A-J 'AAA';
  -- $35,157,000 class B 'AA+';
  -- $48,340,000 class C 'AA';
  -- $26,368,000 class D 'AA-';
  -- $150,000,000 class A-2FL 'AAA';
  -- $135,000,000 class A-MFL 'AAA';
  -- $26,367,000 class E ' A+';
  -- $35,157,000 class F 'A';
  -- $30,762,000 class G 'A-';
  -- $48,340,000 class H 'BBB+';
  -- $35,156,000 class J 'BBB';
  -- $43,946,000 class K 'BBB-';
  -- $26,367,000 class L 'BB+';
  -- $4,395,000 class M 'BB';
  -- $17,578,000 class N 'BB-';
  -- $4,395,000 class O 'B+';
  -- $8,789,000 class P 'B';
  -- $13,184,000 class Q 'B-'.
  
The $57,129,613 class S is not rated by Fitch.

Classes A-1, A-2, A-3, A-AB, A-4, A-5, A-1A, XW, A-M, A-MF, A-J,
B, C, and D are offered publicly, while classes A-2FL, A-MFL, E,
F, G, H, J, K, L, M, N, O, P, and Q are privately placed pursuant
to rule 144A of the Securities Act of 1933.  The certificates
represent beneficial ownership interest in the trust, primary
assets of which are 151 fixed-rate loans having an aggregate
principal balance of approximately $3,515,654,613, as of the
cutoff date.


BATALLION CLO: Moody’s Rates $22.5 Million Class E Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Batallion CLO 2007-1 Ltd:

-- Aaa to the $343,500,000 Class A Senior Secured Floating Rate
    Notes, Due 2022;

-- Aa2 to the $31,500,000 Class B Senior Secured Floating Rate
    Notes, Due 2022;

-- A2 to the $32,500,000 Class C Senior Secured Deferrable
    Floating Rate Notes, Due 2022;

-- Baa2 to the $27,500,000 Class D Secured Deferrable Floating
    Rate Notes, Due 2022; and

-- Ba2 to the $22,500,000 Class E Secured Deferrable Floating
    Rate Notes, Due 2022.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio - consisting of senior secured loans
and high-yield debt securities - due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Brigade Capital Management, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


BAY CHEVROLET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bay Chevrolet Corp.
        240-02 Northern Boulevard
        Little Neck, NY 11363

Bankruptcy Case No.: 07-43949

Chapter 11 Petition Date: July 25, 2007

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Craig M. Johnson, Esq.
                  Jaspan Schlesinger Hoffman, LLP
                  300 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 746-8000
                  Fax: (516) 393-8282

Total Assets: $2,790,000

Total Debts:    $646,279

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


BEAR STEARNS: S&P Junks Ratings on Class M-9A and M-9B Debentures
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-6, M-7, M-8, M-9A, and M-9B from Bear Stearns Asset Backed
Securities I Trust 2004-BO1.  Concurrently, S&P removed the
ratings on classes M-7, M-8, M-9A and M-9B from CreditWatch with
negative implications.  At the same time, S&P affirmed its ratings
on the remaining classes from the same transaction.
     
The lowered ratings reflect continuing deterioration in the
performance of the collateral pool.  Credit support for series
2004-BO1 is derived from a combination of subordination, excess
interest, and overcollateralization.  Over the lifetime of this
deal, cumulative losses have amounted to $70.02 million, or 5.21%
of the original pool balance.  As of the June 2007 remittance
period, O/C for classes M-9A and M-9B had been reduced to
$11.20 million, well below its target of $39.02 million.  Severe
delinquencies (90-plus days, foreclosures, and REOs) and total
delinquencies constituted 9.16% and 19.86% of the current pool
balance, respectively.
     
S&P removed the ratings on classes M-9A and M-9B from CreditWatch
because they were 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 affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
This transaction was initially backed by a pool of fixed- and
adjustable-rate mortgage loans secured by first, second, or third
liens on one- to four-family residential properties.


     Ratings Lowered and Removed from Creditwatch Negative

     Bear Stearns Asset Backed Securities I Trust 2004-BO1

                                  Rating
                                  ------
             Class          To              From
             -----          --              ----
             M-7            B               AA/Watch Neg
             M-8            B-              BBB/Watch Neg
             M-9A, M-9B     CCC             B/Watch Neg

                         Rating Lowered

    Bear Stearns Asset Backed Securities I Trust 2004-BO1

                                 Rating
                                 ------
            Class          To              From
            -----          --              ----
            M-6            BB              AA

                       Ratings Affirmed
    
            Bear Stearns Asset Backed Securities I
                        Trust 2004-BO1

        Class                                  Rating
        -----                                  ------
        I-A-1, I-A-2, I-A-3, II-A-1, II-A-2    AAA
        M-1, M-2, M-3                          AAA
        M-4, M-5                               AA+


BEAZER HOMES: Posts Net Loss of $123 Million in Qtr. Ended June 30
------------------------------------------------------------------
Beazer Homes USA, Inc. disclosed on Thursday its financial results
for the third fiscal quarter ended June 30, 2007.  Summary results
of the quarter are as follows:

                   Quarter Ended June 30, 2007

  -- Reported net loss of $123.0 million, including pre-tax
     charges related to inventory impairments, abandonment of land
     option contracts and goodwill impairments totaling
     $188.5 million.  For the third quarter of the prior fiscal
     year, net income was $102.6 million.

  -- Home closings: 2,666 homes, compared to 4,156 in the third
     quarter of the prior year.

  -- Total revenues: $761.0 million, compared to $1.20 billion in   
     the third quarter of the prior year.
  
  -- New orders: 3,055 homes, compared to 4,378 in the third
     quarter of the prior year.

  -- Lots under control totaled 71,801 at 6/30/07, a 31% and 10%
     decline from the third quarter of the prior fiscal year and
     the second quarter of fiscal 2007, respectively.

  -- Unsold finished homes declined 38% compared to the second
     quarter of this fiscal year.

  -- Net debt to capitalization was 52.6% as of 6/30/07.

  -- Backlog at 6/30/07: 5,952 homes with a sales value of $1.69
     billion compared to 9,449 homes with a sales value of $2.85
     billion in the third quarter of the prior year and 5,563
     homes with a sales value of $1.67 billion in the second
     quarter of this fiscal year.

"Operating conditions in the housing industry deteriorated further
in the fiscal third quarter and remain very challenging," said
president and chief executive officer, Ian J. McCarthy.  "Most
housing markets across the country continue to be characterized by
an oversupply of both new and resale home inventory, reduced
levels of consumer demand for new homes and aggressive price
competition among home builders.  These factors, together with a
pronounced credit tightening in the mortgage markets, particularly
for credit challenged home buyers, are likely to lead to continued
difficult market conditions for Beazer Homes and other home
builders.  Although we cannot predict when market conditions will
improve, we continue to believe that longer-term industry
fundamentals remain compelling due to demographic changes,
employment trends and new home supply constraints."

Total home closings of 2,666 during the third quarter of fiscal
2007 were 36% below the same period a year ago.  Net new home
orders totaled 3,055 homes for the quarter, a decline of 30% from
the third quarter of the prior fiscal year.  The cancellation rate
for the third quarter was 36%, compared to 34% in the prior year's
third quarter, and 29% in the second quarter of this fiscal year.

"We have remained disciplined in our operating approach and
continue to focus on initiatives aimed at positioning us well for
what we believe will continue to be a challenging environment.
These initiatives include reductions in our direct construction
costs, overhead expenses and land and land development spending.
At the same time, we are intensely focused on enhancing our sales
and marketing efforts, including the use of integrated, national
promotion efforts to reduce unsold home inventories," McCarthy
continued.

The company reported that during the third quarter, margins
continued to be negatively impacted by both higher levels of
discounting and reduced revenue volume as compared to the same
period a year ago.  In addition, the company incurred pre-tax
charges to abandon land option contracts, and to recognize
inventory impairments and goodwill impairments of $44.8 million,
$113.9 million, and $29.8 million, respectively.  The charges for
goodwill impairment relate to goodwill allocated to operations in
Northern California, Nevada and Florida.  The results for the
third fiscal quarter also included a $6.0 million reduction of the
warranty accrual for the remediation of homes in connection with
the Trinity Homes class action settlement in October 2004, based
on a reduction in the estimated remaining remediation costs.

The company has proactively reduced its controlled lot count by
31% compared to June of the prior year and by 10% compared to the
March quarter of this fiscal year.  The company remains committed
to aligning its land supply and inventory levels to current
expectations for home closings, and continues to exercise caution
and discipline with regard to land and land development spending.

                    Revolving Credit Facility

The company also announced that it has entered into a new, four
year $500 million revolving credit facility.  The new agreement,
which matures in July 2011, replaces the company's existing
$1.0 billion revolving credit facility which was scheduled to
mature in August 2009.  The new facility contains an accordion
feature which permits the aggregate commitment to increase up to
$1 billion, subject to the availability of additional commitments.

"We are focused on maintaining a strong balance sheet and
significant liquidity during this challenging business
environment," said Allan P. Merrill, executive vice president and
chief financial officer.  "While we have no near-term plans for
borrowing under the new credit agreement, its terms provide us
with increased flexibility to manage successfully through the
current downturn and at the same time to take a long-term view of
the business."

As of June 30, 2007, the company had no borrowings on its
revolving credit facility and a cash balance of $128.8 million.

             United States Attorney and SEC Inquiries
                    and Outstanding Litigation

On March 29, 2007, Beazer Homes received a subpoena from the
United States Attorney's office in the Western District of North
Carolina, seeking the production of documents focusing on the
company's mortgage origination services.  On May 1, 2007, the
company received notice that the Securities and Exchange
Commission had commenced an informal inquiry to determine whether
any person or entity related to Beazer Homes had violated federal
securities laws.  On July 20, 2007, the ompany received a formal
order of private investigation issued by the SEC in this matter.
The company intends to continue to fully cooperate with all
related inquiries.

Together with certain of its subsidiaries and current and former
officers and directors, the company has also been named as a
defendant in several purported class action lawsuits.

In response to these matters, the Audit Committee of the Beazer
Homes Board of Directors and its independent legal counsel and
financial consultant launched an internal review of Beazer Homes'
mortgage origination business and related matters.  The results of
the ongoing review by the Audit Committee, the governmental
investigations, or the pending lawsuits could result in the
payment of criminal or civil fines, the imposition of an
injunction on future conduct, the imposition of other penalties,
or other consequences, including the company adjusting the conduct
of certain of its business operations and the timing and content
of its existing and future public disclosures, any of which could
have a material adverse effect on the business, financial
condition or results of operations of the company.

The company also included selected balance sheet data as of
June 30, 2007 in its financial press release.  The company
reported $4.04 billion in total assets of $4.04 billion,
$1.77 billion in total debt, and $1.48 billion in total      
stockholders' equity at June 30, 2007.

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.

                           *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Moody's Investors Service lowered Beazer Homes USA Inc.'s
corporate family rating to Ba2 from Ba1 and the ratings on the
company's senior notes to Ba2 from Ba1.  The ratings outlook is
negative.


BLUEGREEN CORPORATION: Earns $4.1 Million in 2007 Second Quarter
----------------------------------------------------------------
Bluegreen Corporation generated total sales in the second quarter
ended June 30, 2007, of $143.3 million, compared to total sales of
$141.9 million in the second quarter of 2006, reflecting record
Vacation Ownership sales which offset a decline in Homesite sales.
Net income in the second quarter of 2007 was $4.1 million, as
compared to net income of $6.6 million, in the same period last
year.

Bluegreen Resorts sales increased 15.2% to a second quarter record
$105.2 million from $91.4 million in the second quarter of 2006.
Higher Resorts sales were primarily attributable to an increase in
sales to existing Bluegreen Vacation Club(R) owners. These sales
rose 36% during the second quarter of 2007 from the same period
last year, and comprised 40% of Resorts sales for the second
quarter of 2007, as compared to 32% of Resorts sales during the
second quarter of 2006.

Bluegreen expects to commence construction during the fourth
quarter of 2007 at "Odyssey Dells," its newest vacation ownership
resort to be located in Wisconsin Dells, Wisconsin.  Wisconsin
Dells is one of the Midwest's most popular vacation destinations
and a region of the country referred to as "The Waterpark Capital
of the World!(R)."

John M. Maloney Jr., president and chief executive officer of
Bluegreen, commented, "We remain very pleased with the strong
growth at our Resorts segment, which is being driven by growing
consumer acceptance, increasing industry demand, and rising brand
recognition of the Bluegreen Vacation Club(R).  We continue to
focus on providing new destination choices that meet the lifestyle
demands of our owners, and in that regard are very pleased that we
have expanded our presence in Wisconsin Dells.  In addition, we
expect to begin accepting guests at our two newest Bluegreen
Resorts in Las Vegas, Nevada and Williamsburg, Virginia during
2008."

Sales at Bluegreen Communities declined to $38.0 million from
$50.6 million during the same period last year.  The decrease
reflects the substantial sell-out of several communities that were
in active sales during the second quarter of 2006 and the impact
of the percentage-of-completion method of accounting, partially
offset by the commencement of sales at four new Bluegreen
Communities subsequent to the second quarter of 2006.

Mr. Maloney commented, "Despite lower sales, Bluegreen Communities
operated profitably in the second quarter of 2007 and for the
first six months of the year, yielding field operating profit of
17.2% and 21%, respectively.  We believe our ability to operate
profitably reflects the quality of our product, an intimate
knowledge of the markets we serve, and an adherence to a strict
economic discipline in connection with land purchases.  This
approach has positioned Bluegreen Communities to maintain
profitability and, unlike others engaged in various aspects of the
real estate industry, reduce our exposure to undesirable
inventory.  We have made notable progress in addressing our
inventory issue, and are continuing to pursue acquisitions of
additional attractive properties.  However, our ability to return
to favorable quarterly sales comparisons during 2007 will be
dependent on the volume of acquisitions that we close in the near
term, and whether such new properties can be made available for
sale in the short term.  While we are optimistic in our ability to
acquire additional properties during 2007, any such purchases are
likely not to begin to generate meaningful sales and operating
results until 2008."

                    Six-Month Financial Results

Total sales for the six months ended June 30, 2007 increased to
$265.3 million from total sales of $263.7 million in the second
quarter of 2006. Resorts sales increased 16.2% to $192.4 million
from $165.5 million in the comparable period one year ago.
Bluegreen Communities sales were $72.9 million, a decrease from
sales of $98.2 million in the six-month period ended June 30,
2006. Bluegreen Communities sales in the first half of 2006
included $7.0 million of revenue related to the bulk sale of land
in California on a non-retail basis; there was no such sale in
2007. Net income for the first half of 2007 rose 54.1% to $9.4
million, or $0.30 per diluted share, from net income of $6.1
million, or $0.20 per diluted share, in the same period last year.
Net income for the first half of 2006 included a cumulative effect
of change in accounting principle charge, net of income taxes and
minority interest, totaling $4.5 million, or $0.14 per diluted
share; there was no such charge in 2007.

                        Balance Sheet Data

The company had total assets of $978.9 million, total liabilities
of $598.5 million, minority interest of $18 million, and total
stockholders’ equity of $ 362.4 million.

During the three months ended June 30, 2007, the company
transferred $61.1 million of vacation ownership notes receivable
to BB&T in legal sale transactions under an existing receivables
purchase facility, accounted for as on-balance sheet financing
transactions.  As of June 30, 2007, $51.4 million of the
corresponding liability related to these transactions was
outstanding and is included in Receivable-Backed Notes Payable on
the balance sheet.

Bluegreen's balance sheet at June 30, 2007, reflected unrestricted
cash of $59.3 million, a book value of $11.70 per share, and a
debt-to-equity ratio of 1.06:1.

                          About Bluegreen

Bluegreen Corporation (NYSE: BXG) – http://www.bluegreencorp.com/
-- provides Colorful Places to Live and Play(R) through two
principal operating divisions.  With over 170,000 owners,
Bluegreen Resorts markets a flexible, real estate-based vacation
ownership plan that provides access to over 40 resorts and an
exchange network of over 3,700 resorts and other vacation
experiences such as cruises and hotel stays.  Bluegreen
Communities has sold over 55,000 planned residential and golf
community homesites in 32 states since 1985.  Founded in 1966,
Bluegreen is headquartered in Boca Raton, Fla., and employs over
6,200 associates. In 2005, Bluegreen ranked No. 57 on Forbes' list
of The 200 Best Small Companies and No. 48 on FORTUNE'S list of
America's 100 Fastest Growing Companies.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2007,
Standard & Poor's Ratings Services revised its outlook on
Bluegreen Corp. to stable from positive.  

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on the Boca Raton, Florida-based timeshare
developer.


BLOCKBUSTER INC: Reports 2.8% Revenue Decrease in 2nd Qtr. 2007
---------------------------------------------------------------
Blockbuster Inc. reported that its total revenue decreased 2.8%
to $1.26 billion for the second quarter ended July 1, 2007, from
$1.3 billion for the second quarter last year.

The company said due to a reduction in rental revenues from the
closure of stores, an unfavorable home video release schedule and
the sale of 217 GAMESTATION stores on May 2, 2007, caused the
decrease in total revenue.  These decreases were partially offset
by an increase in revenues from Blockbuster Inc.

“Our results this quarter clearly reflect continued investment in
our online subscriber growth. Although BLOCKBUSTER Total Access™
allowed us to increase our subscriber base by 600,000 to a total
of 3.6 million subscribers, the costs associated with the program
affected our profitability,” said Jim Keyes, Blockbuster Chairman
and CEO.  “While we remain committed to capturing market share in
the overall video rental market, we are absolutely focused on
striking an appropriate balance between growth and enhanced
profitability going forward.”

The company said that for the second quarter of 2007, net loss
was $35.3 million, compared with net income of $68.4 million for
the second quarter of 2006.  The net loss for the second quarter
of 2007 included a $77.7 million gain related to the sale of 217
of the Company’s UK-based GAMESTATION stores and net income
for the second quarter of 2006 was affected by the impact of
$91.2 million in favorable tax audit settlements.

“To this end, the Company is undergoing a comprehensive review
of its business aimed at identifying and implementing initiatives
designed to revitalize the Company, enhance the organizational
structure and improve profitability” Mr. Keyes said.  “Our goal is
to transform Blockbuster into a company that quickly responds to
customers’ changing needs for convenient access to media
entertainment.  We look forward to communicating our strategic
roadmap later in the year.”

A full-text copy of Blockbuster's Second Quarter 2007 Earnings is
available for free at: http://ResearchArchives.com/t/s?21db

                     About Blockbuster Inc.

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- provides in-home movie
and game entertainment, with more than 9,000 stores throughout the
Americas, Europe, Asia and Australia.  The company also operates
in Taiwan, Thailand, and New Zealand.

                          *     *     *

Blockbuster Inc.'s 9% Senior Subordinated Notes due 2012 holds
Moody's Investors Service's Caa2 rating, Standard & Poor's Ratings
Services' CCC+ rating, and Fitch Ratings' CC rating.


BRANDYWINE REALTY: Posts $164.3 Million Revenue in Second Qtr 2007
------------------------------------------------------------------
Brandywine Realty Trust's total revenues for the second quarter of
2007 was $164.3 million, as compared with $150.4 million in the
same period last year.

The company incurred a $800,000 loss in the second quarter of
2007, compared to a $13.6 million loss in the second quarter of
2006.  These losses are primarily attributable to non-cash real
estate amortization and depreciation charges which are added back
in the calculation of FFO.

Funds from operations totaling $59 million in the second quarter
ended June 30, 2007, compared to $57 million in the second quarter
of 2006.  The second quarter of 2007 included a $3.8 million gain
on the dissolution of a real estate partnership.  The company’s
FFO payout ratio for the second quarter of 2007 was 67.7%.
    
Net income totaled $16.6 million for the six months ended June 30,
2007, compared to an $18.2 million loss for the six months ended
June 30, 2006.  Total revenues for the six months ended June 30,
2007, was $327.4 million, as compared with $294.3 million.

Funds from operations totaled $117.6 million for the six months
ended June 30, 2007, compared to $112.2 million or for the six
months ended June 30, 2006.  The company’s FFO payout ratio for
the first six months of 2007 was 68.8%.

At June 30, 2007, the company’s balance sheet showed total assets
of $5.3 billion, total liabilities of $3.4 billon, minority
interest of $85.8 million, and total stockholders’ equity of
$1.8 billion.

                       Portfolio Highlights

At June 30, 2007, the company’s core portfolio was 93.9% occupied
and 95% leased versus 91.6% and 93.1%, respectively, at June 30,
2006.  It owned 281 properties at June 30, 2007, encompassing
265 properties in our core portfolio and 16 properties under
development or redevelopment.
    
For the second quarter of 2007, our core portfolio retention rate
was 85.5% with positive net absorption of 181,656 square feet.  In
the second quarter of 2007, the company’s achieved a 7.2% increase
on the company’s new lease rental rates and a 1.4% increase on the
company’s renewal rental rates.

Year to date, the company has achieved positive net absorption of
326,766 square feet in its core portfolio.

                      Investment Highlights

During the second quarter of 2007, the company acquired 155 Grand
Avenue, a 97.9% occupied, 204,278 square foot office building in
Oakland, CA, for $72 million.  Subsequent to quarter end, the
company acquired a package of five buildings in the Boulders
office park in Richmond, VA aggregating 508,607 square feet and
94% occupied, for $96.5 million.
    
During the second quarter of 2007, the company sold its Cityplace
office building in Dallas, TX for $115 million and incurred a
$600,000 loss on the sale attributable to certain closing
adjustments.
    
At June 30, 2007, the company was actively proceeding on six
ground-up office developments and eight office redevelopments with
a total identified cost of $514.6 million of which $130.2 million
remained to be funded.  In addition, the company is in the
planning and design phase on two office redevelopments, nine land
development projects and several other projects with a total,
current investment of $113.3 million; held $60.6 million of other
land for future development and are completing a series of tenant
and building improvement projects aggregating $55.1 million.

                   Capital Markets Highlights

On April 30, 2007, the company closed the sale of $300 million of
5.7% senior unsecured notes due May 1, 2017, with a yield of
5.72%, representing a spread of 1.1% to the yield on the
underlying 2017 Treasury note on the day of the pricing.  The
company used the net proceeds of the notes to reduce outstanding
indebtedness under its unsecured credit facility.
    
On June 29, 2007, the company amended and restated its
$600 million unsecured credit facility achieving a reduction in
the base pricing, a change in various covenants, a reduced
capitalization rate for valuation calculations and an extension of
the maturity to June 29, 2011.
    
Subsequent to quarter end, the company repaid $136 million of
fixed-rate mortgage loans without incurring any prepayment
penalty.  The company used its unsecured credit facility to fund
the repayment.

"We are extremely pleased with our second quarter performance,"
stated Gerard H. Sweeney, president and chief executive officer of
Brandywine Realty Trust.  "We experienced improving operating and
leasing metrics evidenced by robust absorption, meaningful
occupancy gains and improving rental rates.  Our construction
activities remain on schedule and our development pipeline
continues to experience strong activity.  Our sales and investment
activities have reinforced our market strategies and will maintain
our competitive advantage.  We are pleased to have completed the
dissolution of our Invesco partnership and the realization of
$3.8 million in incremental revenue from that process.  Lastly, we
executed a series of capital market transactions to enhance our
balance sheet and provide greater flexibility and capacity for
future investment opportunities."

                          Distributions

On June 12, 2007, the company’s board of trustees declared a
quarterly dividend distribution of $0.44 per common share that was
paid on July 19, 2007, to shareholders of record as of July 5,
2007.  The board also declared quarterly dividend distributions of
$0.46875 per 7.5% Series C Cumulative Redeemable Preferred Share
and $0.460938 per 7.375% series D cumulative redeemable preferred
share that were paid on July 16, 2007, to holders of record as of
June 30, 2007, of the series C and series D preferred shares,
respectively.

                     Share Repurchase Program

Year to date, the company had purchased a total of 1,780,600
common shares at an average price of $33.37 per common share under
its board-approved share repurchase program.  The company is
authorized to purchase an additional 539,200 common shares.

                        2007 FFO Guidance

Based on current plans and assumptions and subject to the risks
and uncertainties more fully described in Brandywine's reports
filed with the Securities and Exchange Commission, the company is
maintaining its previously announced guidance for full year 2007
FFO per diluted share to be in a range of $2.57 to $2.65.

                  About Brandywine Realty Trust

Headquartered in Radnor, Pennsylvania, Brandywine Realty Trust
(NYSE: BDN), http://www.brandywinerealty.com/-- is one of the    
full-service, integrated real estate companies in the
United States and is focused primarily on the ownership,
management and development of class A, suburban and urban office
buildings in selected markets aggregating approximately 42 million
square feet.

                          *     *     *

Fitch assigned a 'BB+' rating on Brandywine Realty Trust's
Preferred Stock.  The outlook is Positive.


CD 2005-CD1: Moody’s Affirms Low-B Ratings on Five Cert. Classes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 26 classes of CD
2005-CD1 Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-CD1 as:

-- Class A-1, $68,890,663, affirmed at Aaa
-- Class A-1A, $395,751,249, affirmed at Aaa
-- Class A-1D, $77,291,964, affirmed at Aaa
-- Class A-2FL, $200,000,000, affirmed at Aaa
-- Class A-2FX, $70,000,000, affirmed at Aaa
-- Class A-3, $112,000,000, affirmed at Aaa
-- Class A-4, $1,563,032,000, affirmed at Aaa
-- Class A-J, $305,412,000, affirmed at Aaa
-- Class A-M, $387,824,000, affirmed at Aaa
-- Class A-SB, $198,275,000, affirmed at Aaa
-- Class X, Notional, affirmed at Aaa
-- Class B, $29,087,000, affirmed at Aa1
-- Class C, $43,630,000, affirmed at Aa2
-- Class D, $43,630,000, affirmed at Aa3
-- Class E, $58,174,000, affirmed at A2
-- Class F, $38,783,000, affirmed at A3
-- Class G, $43,630,000, affirmed at Baa1
-- Class H, $43,630,000, affirmed at Baa2
-- Class J, $48,478,000, affirmed at Baa3
-- Class K, $29,087,000, affirmed at Ba1
-- Class L, $9,696,000, affirmed at Ba2
-- Class M, $14,543,000, affirmed at Ba3
-- Class N, $9,696,000, affirmed at B1
-- Class O, $9,695,000, affirmed at B2
-- Class P, $9,696,000, affirmed at B3
-- Class OCS, $25,000,000, affirmed at Baa3

As of the July 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 0.8% to
$3.87 billion from $3.90 billion at securitization.  The
Certificates are collateralized by 225 loans, ranging in size from
less than 1% to 7.5% of the pool, with the top 10 loans
representing 31.4% of the pool.  The pool includes seven
investment grade shadow rated loans, representing 23% of the pool.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Twenty loans,
representing 13.7% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
75.1% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 102.2%, compared to 104.9% at
securitization, resulting in an affirmation of all classes.

The largest shadow rated loan is the One Court Square Loan
($290 million -- 7.5%), which is secured by a 1.4 million square
foot Class A office building located in Long Island City, New
York.  The property is also encumbered by a $25 million B Note
which secures non-pooled Class OCS.  The property is 100% occupied
by Citibank through May 2020.  Moody's current shadow ratings of
the pooled loan and B Note are Baa2 and Baa3, respectively, the
same as at securitization.

The second shadow rated loan is the Yahoo! Center Loan
($250 million -- 6.5%), which is secured by a 1.1 million square
foot office campus located in Santa Monica, California.  The
property was 99% occupied as of December 2006, essentially the
same as at securitization.  Moody's current shadow rating is Baa3,
the same as at securitization.

The third shadow rated loan is the Main Mall Loan ($146.4 million
-- 3.8%), which is secured by the borrower's interest in a
1 million square foot regional mall located in Portland, Maine.
The mall is anchored by Macy's, J.C. Penney and Sears.  The center
originally also had two Filene's stores which have both vacated
since securitization.  The center's performance has declined since
securitization, largely due to increased expenses.  Moody's
current shadow rating is Ba1, compared to Baa2 at securitization.

The remaining four shadow rated loans comprise 5.3% of the pool.
The current shadow ratings, which are the same as at
securitization:

   i. the 100 East Pratt Loan ($105 million -- 2.7%) -- Baa3;

  ii. Lowes Universal Hotel Portfolio ($55 million -- 1.4%) –
      Baa3;

iii. the Chico Mall Loan ($40.9 million -- 1.1%) -- Baa3;

  iv. the 220 East 67th Street Loan ($2.5 million -- 0.1%) -- Aaa.

The top three conduit loans represent 7.6% of the pool.  The
largest conduit loan is the TPMC Portfolio Loan ($105 million --
2.7%), which is secured by several properties located in suburban
Houston, Texas.  The properties include a 699,000 square foot
office building, a theater/commercial building and a parking
garage.  The portfolio was 95.4% occupied as of September 2006,
compared to 92.3% at securitization.  The portfolio's performance
has declined due to increased expenses.  Moody's LTV is 105.3%,
compared to 101.6% at securitization.

The second largest conduit loan is the Florence Mall Loan
($99.4 million -- 2.6%), which is secured by the borrower's
interest in a 929,000 square foot regional mall located in
suburban Cincinnati, Ohio.  The center is anchored by Sears,
Macy's, J.C. Penney and Macy's Home Store.  The in-line space was
92.2% occupied as of December 2006, compared to 87.1% at
securitization.  Moody's LTV is 86.5%, compared to 87.3% at
securitization.

The third largest conduit loan is the Private Mini Storage
Portfolio ($86.3 million -- 2.2%), which is secured by 22 self
storage facilities totaling 13,600 units.  The facilities are
located in six states with the largest concentration in Texas (9)
and Florida (7).  Moody's LTV is 95.9%, the same as at
securitization.


CDC MORTGAGE: S&P Lowers Ratings on Five Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage pass-through certificates from CDC Mortgage
Capital Trust's series 2002-HE1, 2002-HE2, and 2003-HE3.  One of
the lowered ratings, on the class B-2 certificates from series
2003-HE3, remains on CreditWatch with negative implications, where
it was placed on May 29, 2007.  Concurrently, S&P removed three of
the lowered ratings from CreditWatch negative.  Finally, S&P
affirmed its ratings on the remaining classes from the same
transactions.
     
The lowered ratings reflect the continuing deterioration of
collateral performance.  Credit support for these transactions is
derived from a combination of subordination, excess interest, and
overcollateralization.  Realized losses have consistently outpaced
excess spread and have eroded O/C to the extent that credit
support for these classes is no longer sufficient to support the
prior ratings.
     
As of the June 2007 remittance period, the O/C for the pool
backing series 2002-HE1 had been reduced to $0.63 million, or
0.11% of the original pool balance, well below its target of
0.50%.  Cumulative realized losses reached $14.78 million, or
2.91% of the original pool balance.  Total delinquencies and
severe delinquencies (90-plus-days, foreclosure, and REO)
constitute 36.60% and 25.17% of the current pool balance,
respectively.
     
For the same time period, the O/C for the pool backing series
2002-HE2 was completely depleted.  S&P lowered its rating on class
B-2 to 'D' from 'CCC' due to $186,242 in principal write-downs
during the June 2007 remittance period.  Cumulative realized
losses reached $12.60 million, or 3.11% of the original pool
balance.  Total and severe delinquencies constitute 45.72% and
31.71% of the current pool balance, respectively.
     
As of the June 2007 remittance period, the O/C for the pool
backing series 2003-HE3 had been reduced to $1.51 million, or
0.19% of the original pool balance.  Cumulative realized losses
reached $12.46 million, or 1.75% of the original pool balance.  
Total and severe delinquencies constitute 32.81% and 22.93% of the
current pool balance, respectively.
     
Standard & Poor's will continue to closely monitor the performance
of class B-2 from series 2003-HE3.  If the delinquent loans cure
to a point at which monthly excess interest begins to outpace
monthly net losses, thereby allowing O/C to build and provide
sufficient credit enhancement, S&P will affirm the rating and
remove it from CreditWatch.  Conversely, if delinquencies cause
substantial realized losses in the coming months and continue to
erode credit enhancement, S&P will take further negative rating
actions on this class.
     
S&P removed the rating on class B from series 2002-HE1, class B-1
from series 2002-HE2, and class B-3 from series 2003-HE3 from
CreditWatch because they were 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 affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
The collateral backing these transactions consists of pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.


       Rating Lowered and Remaining on Creditwatch Negative

                    CDC Mortgage Capital Trust

                                          Rating
                                          ------
         Series         Class      To               From
         ------         -----      --               ----
         2003-HE3       B-2        B/Watch Neg      BBB/Watch Neg

                         Rating Lowered
  
                   CDC Mortgage Capital Trust

                                          Rating
                                          ------
          Series         Class      To               From
          ------         -----      --               ----
          2002-HE2       B-2        D                CCC

       Ratings Lowered and Removed from Creditwatch Negative
  
                    CDC Mortgage Capital Trust

                                           Rating
                                           ------
          Series         Class      To               From
          ------         -----      --               ----
          2002-HE1       B          CCC              B/Watch Neg
          2002-HE2       B-1        CCC              B/Watch Neg
          2003-HE3       B-3        CCC              B/Watch Neg

                         Ratings Affirmed
  
                    CDC Mortgage Capital Trust

               Series           Class        Rating
               ------           -----        ------
               2002-HE1         A            AAA
               2002-HE1         M            A
               2002-HE2         M-1          AA
               2002-HE2         M-2          A
               2003-HE3         M-1          AA+
               2003-HE3         M-2          A
               2003-HE3         M-3          A-
               2003-HE3         B-1          BBB+


CELESTICA INC: 2nd Qtr. 2007 Revenue Decreases to $1.9 Billion
--------------------------------------------------------------
Celestica Inc. reported revenue of $1.9 billion, down 13% from
$2.2 billion in the second quarter of 2006.  Net earnings for the
second quarter were $24.9 million, compared to net loss of $30.3
million for the same period last year.  Included in net earnings
for the quarter are the impacts of a $32 million net deferred tax
recovery related primarily to the tax benefit of previous years'
write-down of restructured Canadian operations and restructuring
charges of $2.5 million.  For the same period in 2006,
restructuring charges were $20 million.

Adjusted net earnings for the quarter were $4.9 million, compared
to adjusted net earnings of $29.1 million for the same period last
year.  These results compare with the company's guidance for the
second quarter, announced on April 25, 2007, of revenue in the
range of $1.85 billion to $2.05 billion.

For the six months ended June 30, 2007, revenue was $3.8 billion,
compared to $4.2 billion for the same period in 2006.  Net loss
was $9.4 million, compared to net loss of $47.7 million last year.
Adjusted net loss for the first half of 2007 were $4.2 million,
compared to adjusted net earnings of $46.5 million for the same
period in 2006.

The company’s balance sheet as of June 30, 2007, showed
$4.7 billion total assets, $2.6 billion total liabilities, and
$2.6 billion total stockholders’ equity.

"Our second quarter results demonstrate the steady progress we are
making as a result of the turnaround plans implemented earlier
this year," said Craig Muhlhauser, president and chief executive
officer, Celestica.  "Revenue is trending upwards, working capital
performance is improving and we continue to make operational
improvements in North America and Europe.  Our operating profit is
still at the early stages of recovery and we expect to continue to
build on the improvements made to date."

                              Outlook

For the third quarter ending Sept. 30, 2007, the company expects
revenue will be in the range of $2 billion to $2.2 billion.

                          About Celestica

Celestica Inc. (NYSE:CLS) -- http://www.celestica.com/-- provides
innovative electronics manufacturing services.  Through its global
manufacturing and supply chain network, the company delivers
competitive advantage to companies in the computing,
communications, consumer, industrial, and aerospace and defense
end markets.  Celestica operates a highly sophisticated global
manufacturing network with operations in Brazil, China, Ireland,
Italy, Japan, Malaysia, Philippines, Puerto Rico, and the United
Kingdom, among others.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Moody's Investors Service downgraded Celestica Inc.'s corporate
family rating to B1 from Ba3 and the senior subordinated note
ratings to B3 from B2.  Simultaneously, Moody's lowered the
company's speculative grade liquidity rating to SGL-2 from SGL-1.


CHENIERE ENERGY: Buys Back Shares from Credit Suisse for $325 Mil.
------------------------------------------------------------------
Cheniere Energy Inc. completed the purchase of 9,175,595 shares of
its common stock under an option agreement with Credit Suisse
International at a cash price of $35.42 per share, for an
aggregate purchase price of about $325 million.

Cheniere's option to purchase the shares was part of an issuer
call spread entered into in July 2005 by Cheniere and Credit
Suisse in connection with Cheniere's issuance of $325 million of
2.25% convertible senior notes due 2012.  Cheniere elected
physical settlement of the option thereby requiring Credit Suisse
to deliver 9,175,595 shares to Cheniere, which has reduced
Cheniere's issued and outstanding common stock to 47,274,148
shares as of July 26, 2007.

Based in Houston, Texas, Cheniere Energy, Inc. (AMEX: LNG) --
http://www.cheniere.com/-- operates a network of three,
100-percent owned, onshore LNG receiving terminals, and related
natural gas pipelines, along the Gulf Coast of the U.S.  The
company is in the early stages of developing a business to market
LNG and natural gas.  To a limited extent, it is also engaged in
oil and natural gas exploration and development activities in the
Gulf of Mexico.  The company operates four business segments, LNG
receiving terminal; natural gas pipeline; LNG and natural gas
marketing; and oil and gas exploration and development.

                         *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy, Inc. and affirmed its 'BB'
rating on the $600 million term B bank loan at Cheniere LNG
Holdings LLC, an indirectly owned, 100% subsidiary of Cheniere
Energy.  The outlook is stable.


CHILDREN'S TRUST: Fitch Expects to Lift Rating on S. 2005B Bonds
----------------------------------------------------------------
Fitch expects to upgrade the Children's Trust tobacco settlement
asset-backed bonds, series 2005B, as:

  -- $33,686,015.70 series 2005B, due May 15, 2055 to 'BBB-' from
     'BB'.

Over the past year, the tobacco industry's litigation environment
has improved with favorable rulings for the leading tobacco
manufacturers.  In light of the tobacco industry's improved
litigation environment, Fitch has reevaluated its cash flow
stresses with respect to rating tobacco settlement bonds and has
eased some of the stresses to account for the decreased likelihood
of tobacco litigation to significantly affect the leading tobacco
manufacturers over the next few years.

This upgrade reflects the Children's Trusts series 2005B bonds
ability to pay by their final maturity of May 15, 2055 under
Fitch's 'BBB-' revised cash flow stresses which are published in
Fitch's presale report, dated July 26, 2007, for Children's Trust
(Commonwealth of Puerto Rico) with respect to its issuance of
tobacco settlement asset-backed bonds, series 2007.

The series 2005B bonds maturing May 15, 2055 represent one series
in a larger trust.  The bonds are capital appreciation bonds which
are subordinated to the senior series 2002 bonds, rated 'BBB', and
series 2005A bonds, rated 'BBB-'.  The series 2005B bonds may not
receive any payments until the series 2002 and series 2005A bonds
have been paid in full.

Fitch's rating of tobacco settlement bonds is linked to Fitch's
corporate rating of the tobacco industry, which it currently rates
'BBB-', with a Stable Outlook.  Fitch's ratings on tobacco
settlement bonds are limited to a rating of 'BBB', one notch above
Fitch's rating of the tobacco industry.  Because Fitch views the
Master Settlement Agreement as an executory contract in the event
of bankruptcy, it is seen as a positive credit feature that
enables tobacco settlement bonds to receive ratings one notch
higher than the rating it places on the tobacco industry.

Other Fitch-rated tobacco settlement bonds are currently being
reviewed to determine if their revised cash flow stresses warrant
upgrades of those bonds.  This review is expected to be completed
over the next few weeks.


CHIQUITA BRANDS: S&P Holds Ratings Under Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc. remain
on CreditWatch with negative implications following reports that
the company, in addition to other banana import companies,
received a Statement of Objections from the European Commission.  
The document concerns an ongoing EC investigation regarding
potential violations of European competition laws in the banana
industry.  Based on Chiquita's voluntary notification and
cooperation with the investigation, the EC granted the company
conditional immunity from any fines related to the conduct,
subject to customary conditions.
     
The ratings were initially placed on CreditWatch with negative
implications on May 2, 2007, following weak first-quarter
operating results due to high purchased fruit and other industry
costs and lower local banana prices in Europe.  "We will review
Chiquita's operating and financial plans with management before
resolving the CreditWatch listing, as well as developments in this
EC investigation, and assess the potential for regulatory
sanctions and/or financial penalties as part of our review," said
Standard & Poor's credit analyst Alison Sullivan.


CITICORP MORTGAGE: Fitch Rates $707,000 Class B-5 Certs. at B
-------------------------------------------------------------
Fitch rates the Citicorp Mortgage Securities, Inc.'s REMIC pass-
through certificates, series 2007-6 as:

  -- $457,042,234.00 classes IA-1 through IA-14, IA-IO, IIA 1,
     IIA-IO, IIIA-1, IIIA-IO and A-PO (senior certificates)
     'AAA';
  -- $7,296,000 class B-1 'AA';
  -- $2,589,000 class B-2 'A';
  -- $1,412,000 class B-3 'BBB';
  -- $941,000 class B-4 'BB';
  -- $707,000 class B-5 'B'.

The $706,046 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by the 1.55% class B-1, the 0.55% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6.  In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

As of the cut-off date (July 1, 2007), the mortgage pool consists
of 756 conventional, fully amortizing, 10-30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $470,693,280 located primarily in California
(39.74%), New York (16.92%), and Florida (5.89%).  The weighted
average original loan to value ratio of the mortgage loans is
67.74%.  Approximately 21.45% of the loans were originated under a
reduced documentation program.  Condo properties account for
17.29% of the total pool.  Cash-out refinance loans represent
17.88% of the pool.  The average balance of the mortgage loans in
the pool is approximately $622,610.  The weighted average coupon
of the loans is 6.308% and the weighted average remaining term is
350 months.


CLAREGOLD TRUST: Moody’s Places Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by ClareGold Trust, 2007-2.  The provisional
ratings issued on July 13, 2007 have been replaced with these
definitive ratings:

-- Class A-1, $248,580,000, rated Aaa
-- Class A-2, $177,835,000, rated Aaa
-- Class X, $475,378,737*, rated Aaa
-- Class B, $9,745,000, rated Aa2
-- Class C, $8,913,000, rated A2
-- Class D, $11,884,000, rated Baa2
-- Class E, $2,377,000, rated Baa3
-- Class F, $4,160,000, rated Ba1
-- Class G, $1,783,000, rated Ba2
-- Class H, $1,188,000, rated Ba3
-- Class J, $1,188,000, rated B1
-- Class K, $594,000, rated B2
-- Class L, $2,139,000, rated B3

*Approximate notional amount


CLEVELAND-CLIFFS: Earns $86.9 Million in Second Quarter 2007
------------------------------------------------------------
Cleveland-Cliffs Inc. reported total revenues of $547.6 million
for the quarter ended June 30, 2007, compared with $486.2 million
for the quarter ended June 30, 2006.  

Second-quarter revenues from iron ore product sales and services
were a record $547.6 million, an increase of 13%, compared with
$486.2 million in the same quarter last year.  The increase was
driven by higher sales volumes in both North America and Asia-
Pacific, combined with higher sales price realizations in Asia-
Pacific.

Second-quarter net income was $86.9 million, compared with
$83.1 million, last year.  The increase in net income primarily
reflects lower income taxes due to a larger income contribution
from North American operations, which benefit from lower tax rates
when compared to Asia-Pacific operations.

                  First-Half Consolidated Results

Total revenues for the first-half of 2007 were $873.1 million,
compared to $792.6 million for the first-half of 2006.  Revenues
from iron ore product sales and services in the first six months
of 2007 were a record $873.1 million, an increase of
10%, compared with $792.6 million in the same period last year.
Operating income decreased 1% to $160.8 million, from
$162.6 million in the first six months of 2006.  Net income was
$119.4 million, compared with $121 million, last year.

At June 30, 2007, the company listed $2.2 billion total assets,
$1 billion total liabilities, $120.5 million minority interest,
$172.3 million preferred stock, and $900.1 million total
stockholders’ equity.

Joseph A. Carrabba, Cliffs' chairman, president and chief
executive officer, commented: "In addition to delivering solid
results in the quarter, we continued to increase our presence as a
global mining company with a definitive agreement to acquire
PinnOak Resources LLC, including its three metallurgical coal
mines, as well as an agreement with QCoal for a 45 percent
economic interest in the Sonoma Coal Project in Australia.  We
also further strengthened our management team in the quarter with
key additions that will support the Company's growth.  Our North
American franchise remains a strong core for the business as we
continue to execute our strategy to diversify products and Cliffs'
geographic reach."

                            Liquidity

At second-quarter end, Cliffs had $137.8 million of cash and cash
equivalents, including $95.7 million at Portman, and $125 million
in borrowings under the company's $500 million revolving credit
facility.  At Dec. 31, 2006, Cliffs had $351.7 million of cash and
cash equivalents and no borrowings under its credit facility.
Year-to-date uses of cash include $159 million for increased
product inventories, as well as investments including Cliffs'
$160 million total investment in Amapa, $57 million investment in
Sonoma and other capital expenditures totaling $46 million.

                              Outlook

Cliffs-managed 2007 North American pellet production is expected
to approximate 35 million tons, with the company's share
representing about 22 million tons.  This expectation includes
production at Wabush under the terms of Cliffs' off-take agreement
with Consolidated Thompson.  As previously disclosed, the company
expects North American sales for 2007 to be about 22 million tons.  
North American revenue per ton for pellets is expected to increase
about 3% for the full year 2007 from 2006 levels.

For the year, Cliffs expects to generate cash from operations of
about $270 million.  The company anticipates using its operating
cash flow, revolving credit facility and a new one-year,
$150 million term loan to finance the PinnOak acquisition, its
Sonoma and Amapa investments and other capital expenditures.

"Through the first half of the year, demand has remained strong in
each of our current markets and Cliffs continued to position
itself with strategic investments to capitalize on worldwide
demand," added Mr. Carrabba.  "In North America, consolidation in
the steel sector continues and our customers are capitalizing on
their improved economies of scale, resulting in a healthier
industry overall.  We expect this will continue to be favorable
for Cliffs as they look to our company for raw materials.  
Internationally, Asian steel producers continue record rates of
production and growth and we believe this will be sustained
through year-end and beyond."

                    About Cleveland-Cliffs Inc.

Based in Cleveland, Ohio, Cleveland-Cliffs Inc. (NYSE:
CLF) -- http://www.cleveland-cliffs.com/-- produces iron ore
pellets in North America, and sells the majority of its pellets to
integrated steel companies in North America and Canada. The
company operates six iron ore mines located in Michigan, Minnesota
and Eastern Canada.  The company is a majority owner of Portman
Limited, an iron ore mining company in Australia, serving the
Asian iron ore markets with direct-shipping fines and lump ore.

                          *     *     *

Cleveland-Cliffs, Inc.'s preferred stocks carry Moody's Investor
Service's 'B3' rating.


COMCAST CORP: Earns $588 Million in Second Quarter Ended June 30
----------------------------------------------------------------
Comcast Corporation disclosed on Thursday its results for the
quarter ended June 30, 2007.  

The company reported net income of $588 million on revenue of
$7.7 billion for the second quarter ended June 30, 2007, compared
with net income of $460 million on revenue of $5.9 billion for the
same period ended June 30, 2006.  In addition to strong operating
results at Comcast Cable, the current quarter also includes
$126 million of investment income driven by an increase in the
fair market value of the company's investment portfolio and income
related to the sale of certain investments.

Net income increased 54% to $1.4 billion in the six months ended
June 30, 2007, compared to net income of $926 million in the prior
year.  

Brian L. Roberts, chairman and chief executive officer of Comcast
Corporation, said, “We are again reporting double-digit growth in
cable revenue, our 28th consecutive quarter of double-digit
Operating Cash Flow (OCF) growth and our fourth consecutive
quarter of record-breaking Revenue Generating Unit (RGU)
additions.

Demonstrating the appeal of our superior products and our Triple
Play package, our cable division delivered 1.6 million RGU
additions, 94% above last year’s second quarter additions.  To
achieve this record-breaking performance, we added more than
670,000 Comcast Digital Voice customers and, in just 2 years, have
surpassed 3 million digital voice customers.  We also successfully
completed the immense operational task of deploying an
unprecedented 2.1 million digital set-top boxes in the second
quarter in advance of a July 1 regulatory deadline.

We are on track for another outstanding year as we continue to
execute on our time-to-market advantage.  We see cable growth
accelerating in the second half of 2007 as we remain focused on
delivering superior products and services to our customers.”

                      Cable Segment Results

Revenue increased 12% to $7.3 billion for the second quarter of
2007 reflecting continued strong consumer demand for Comcast’s
services and the success of the Comcast Triple Play.  Cable
revenue increased 12% to $14.3 billion for the six months ended
June 30, 2007.

RGU additions increased 94% to a second quarter record of 1.6
million in 2007 from the 830,000 RGUs added in the second quarter
of 2006.  The company ended the quarter with 54.2 million RGUs, an
increase of 6.5 million units from one year ago.  Year to date
through June 30, 2007, Comcast added 3.4 million RGUs, a 77%
increase from the same period last year.

Operating Cash Flow, defined as operating income before
depreciation and amortization, excluding impairment charges
related to fixed and intangible assets and gains or losses on sale
of asset, grew 13% to $3.0 billion in the second quarter of 2007
resulting in an Operating Cash Flow margin of 41.3%, an increase
from the 40.9% reported in the second quarter of 2006.  The margin
improvement reflects strong revenue growth and our continuing
success in controlling the growth of operating costs, even as we
experience an extraordinary level of activity from the growth in
RGUs, led by growth in digital cable services and the continuing
acceleration in Comcast Digital Voice additions.  Comcast
installed 2.1 million digital set-top boxes during the second
quarter of 2007 as the company accelerated digital cable
deployment in advance of a July 1 regulatory deadline.  This
represents a four-fold increase in the number of set-top boxes
deployed compared to one year ago.

Year to date through June 30, 2007, Operating Cash Flow increased
14% to $5.8 billion from the $5.1 billion reported in the same
period last year.  Operating Cash Flow margin increased to 40.6%
for the six months ended June 30, 2007 from 40.0% in the prior
year period.

Capital expenditures increased 52% to $1.6 billion in the second
quarter of 2007, reflecting a 94% increase in RGU additions and a
50% increase in the number of digital customers added with
advanced services.

Year-to-date cable capital expenditures totaled approximately
$3.0 billion and are expected to decline in the second half of
2007 due to a lower number of set-top box purchases.  Set-top box
inventory levels as of June 30, 2007, are sufficient to satisfy
expected demand in the second half of 2007.  In addition, network
improvements and integration of the acquired systems from Adelphia
and Time Warner were substantially completed by the end of the
second quarter of 2007.

Consistent with historical trends, approximately 75% of cable
capital expenditures in the second quarter of 2007 were variable
and directly associated with demand for new products and deliver
over a 30% incremental return on the investment.

                   Programming Segment Results

The Programming segment reported second quarter 2007 revenue of
$334 million, a 22% increase from the second quarter of 2006 and
Operating Cash Flow of $75 million, or a 27% increase, reflecting
higher viewership and higher advertising and distribution revenue.

Year to date through June 30, 2007, Programming segment revenue
increased 24% to $636 million from the same period one year ago.
During the same period, Operating Cash Flow increased 28% to $140
million in 2007.

                       Corporate and Other

For the second quarter of 2007, Corporate and Other revenue
increased to $48 million from $37 million in the second quarter of
2006 primarily due to acquisitions at Comcast Interactive Media.  
The Operating Cash Flow loss for the second quarter of 2007 was
$94 million compared to a loss of $74 million for the same period
in 2006.

Year to date through June 30, 2007, Corporate and Other revenue
increased 10% to $136 million from $124 million in the same period
of 2006.  Operating Cash Flow loss for Corporate and Other
increased to $189 million for the six months ended June 30, 2007
compared to $130 million in 2006.

                  Consolidated Operating Income

Operating Income increased 25% to $1.5 billion in the second
quarter of 2007 reflecting strong results at Comcast Cable and the
impact of cable system acquisitions.  Similarly, consolidated
operating income increased 25% to $2.7 billion for the six months
ended June 30, 2007.

Net Cash Provided by Operating Activities increased to
$4.4 billion for the six months ended June 30, 2007, from
$3.2 billion in 2006 due primarily to strong year-to-date
operating results and $483 million related to the proceeds from
sales of trading securities in the second quarter of 2007.

                     Share Repurchase Program

Comcast repurchased $752 million of its Class A Special Common
Stock, or 27.9 million shares, during the second quarter of 2007.
Year to date through June 30, 2007, Comcast repurchased
$1.25 billion of its common stock or 46.6 million shares.
Remaining availability, as of June 30, 2007, under the company’s
stock repurchase program is $1.8 billion.  

Since the inception of the repurchase program in December 2003,
the company has invested $8.6 billion in its common stock and
related securities, reducing the number of shares outstanding by
12%.  These investments include repurchasing $7.2 billion or 350.0
million shares of its common stock and paying $1.4 billion to
redeem several debt issues exchangeable into 70.9 million shares
of Comcast common stock.

At June 30, 2007, the company's consolidated balance sheet showed
$110.7 billion in total assets, $68.6 billion in total
liabilities, 278 million in minority interest, and $41.8 billion
in total stockholders' equity.

                    About Comcast Corporation

Headquartered in Philadelphia, Comcast Corp.(Nasdaq: CMCSA, CMCSK)
-- http://www.comcast.com/-- provides cable, entertainment and   
communications products and services.  With 24.1 million cable
customers, 12.4 million high-speed Internet customers, and
3.5 million voice customers, Comcast is principally involved in
the development, management and operation of cable systems and in
the delivery of programming content.

Comcast’s content networks and investments include E!
Entertainment Television, Style Network, The Golf Channel, VERSUS,
G4, AZN Television, PBS KIDS Sprout, TV One, Comcast SportsNet and
Comcast Interactive Media, which develops and operates Comcast's
Internet business. Comcast also has a majority ownership in
Comcast Spectacor, whose major holdings include the Philadelphia
Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team
and two large multipurpose arenas in Philadelphia.

                          *     *     *

Moody's Investors Service assigned a Ba1 rating to Comcast
Corporation's preferred stock in April 2005.


COMMERCIAL REALTY: Disclosure Statement Hearing Moved to Sept. 10
-----------------------------------------------------------------
The Honorable Warren W. Bentz of the U.S. Bankruptcy Court for
the Western District of Pennsylvania moved to Sept. 10, 2007,
the hearing to consider the adequacy of the disclosure
statement describing Commercial Realty and Development Company
and its debtor-affiliates' Joint Chapter 11 Plan of
Reorganization.

The Court originally scheduled the Disclosure Statement hearing on
July 26, 2007.

As reported in the Troubled Company Reporter on June 19, 2007,
the Debtors' Plan provides distribution to creditors from proceeds
of any property sale.

Additionally, the Debtors will continue to lease some properties
and the gross amounts of rents will be used to pay:

     a. operating expenses of the leasing business, including
        maintenance and repairs, real estate taxes, and
        management fees; and

     b. expenses from the operation of the hotel, restaurant and
        lounge.

                       Treatment of Claims

Under the Plan, Administrative Claims will be paid in full, in
cash, at closing from the confirmation deposit fund.

Allowed Secured Claim of CSB Bank will be paid in full.  CSB
Bank's claim will be amortized over a period of 20 years with a
balloon payment due in 10 years, and with a fixed annual interest
rate of 6%.  CSB Bank has a secured claim of $1,500,000 as of the
effective date of the Plan.

Deficiency, if any, on the claim of CSB Bank will be paid from the
proceeds of sale of the properties.

Real Estate Taxes Claims will receive quarterly payment over 72
months following the Plan's effective date.

Priority Taxes, and Priority Wages and Commission Claims will be
paid in full in the ordinary course of business and in quarterly
payments over 72 months following the Plan's effective date, plus
future interest at federal treasury rate.

Executory Contracts and Leases Claims will be paid in full at
closing, or as otherwise agreed by the holder.

Holders of General Claims will paid after current expenses are
paid.  The Debtors estimated distribution at 5% in quarterly
payments over 5 years beginning on the first anniversary of the
effective date.

Each holder of Equity Security Interests will retain their
percentage ownership of the Debtors after the Plan is confirmed.

                     About Commercial Realty

Headquartered in St. Marys, Pa., Commercial Realty and Development
Company operates a 59-room hotel and inn, complete with Executive
and VIP Suites.  Its Towne House Inn Dining Room is open to the
public and offers a full country breakfast, luncheon menu and
dinner menu.  

The company and two affiliates -- Towne House Inn Inc. and
Towne House Enterprises Inc. -- sought chapter 11 protection on
November 8, 2006 (Bankr. W.D. Pa. Lead Case No. 06-11436).  
Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, P.C.
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When Commercial Realty sought protection from
its creditors, it listed assets and debts between
$1 million and $100 million.


COMM 2007-C9: S&P Puts Prelim B- Rating on $7.245MM Class Q Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2007-C9's $2.9 billion commercial mortgage pass-
through certificates series 2007-C9.
     
The preliminary ratings are based on information as of July 26,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-AB, A-4, A-1A, A-FX, A-J, B, C, D, E, and F are currently being
offered publicly.  Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage of
1.29x, a beginning LTV of 110.5%, and an ending LTV of 106.0%.
     
    
                Preliminary Ratings Assigned
                        COMM 2007-C9
   
     Class        Rating        Amount    Recommended credit
                                               Support
     -----        ------        ------     ----------------
     A 1          AAA         $26,500,000      30.000%
     A 2          AAA        $172,300,000      30.000%
     A 3          AAA         $55,700,000      30.000%
     A AB         AAA         $63,549,000      30.000%
     A 4          AAA      $1,433,365,000      30.000%
     A 1A         AAA        $277,153,000      30.000%
     AM FX        AAA        $189,796,000      20.000%
     A J          AAA        $195,613,000      13.250%
     B            AA+         $32,602,000      12.125%
     C            AA          $28,980,000      11.125%
     D            AA-         $32,602,000      10.000%
     E            A+          $25,357,000       9.125%
     F            A           $21,735,000       8.375%
     X*           AAA      $2,897,955,917         N/A
     AM-FL        AAA        $100,000,000      20.000%
     G            A-         $25,357,000        7.500%
     H            BBB+        $36,224,000       6.250%
     J            BBB         $36,225,000       5.000%
     K            BBB-        $32,602,000       3.875%
     L            BB+         $21,734,000       3.125%
     M            BB          $14,490,000       2.625%
     N            BB-         $10,867,000       2.250%
     O            B+           $7,245,000       2.000%
     P            B           $10,868,000       1.625%
     Q            B-           $7,245,000       1.375%
     S            NR          $39,846,917       0.000%
     E57-1**      A-           $4,767,000         N/A
     E57-2**      BBB          $2,374,000         N/A
     E57-3**      BB+          $8,359,000         N/A
         

* Interest-only class with a notional amount.

** The class E57 certificates will only receive distributions
   from and will only incur losses with respect to the non-pooled
   trust component of the 135 East 57th Street loan.

NR -- Not rated.

N/A -- Not applicable.


COMMUNITY HEALTH: $6.8 Bil. Triad Deal Cues S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Brentwood, Tennessee-based Community Health Systems Inc.  The
corporate credit rating was lowered to 'B+' from 'BB-'.  The
ratings were removed from CreditWatch, where they were placed with
negative implications on March 20, 2007, following the
announcement that the company had entered into a definitive
agreement to acquire Triad Hospitals Inc.; the transaction is
valued at about $6.8 billion.  The rating outlook is stable.
     
"The downgrade reflects our lower rating opinion of Community
considering its weakened financial risk profile due to the
financing of the recently completed acquisition of Triad," said
Standard & Poor's credit analyst David Peknay.
     
Also, Standard & Poor's assigned its bank loan and recovery
ratings to Community's $7.2 billion senior secured credit
facilities, consisting of a $750 million revolver due 2013, a
$6.065 billion senior secured term loan B due 2014, and a
$400 million delayed-draw term loan due 2014.  The borrower is
CHS/Community Health Systems Inc., a wholly owned subsidiary of
Community Health.  The credit facilities are rated 'BB' with a
recovery rating of '1', indicating an expectation for very high
(90%-100%) recovery in the event of a payment default.
     
In addition, Standard & Poor's assigned its 'B-' rating to
Community's $3 billion senior unsecured notes.  The rating on the
unsecured notes is two notches below the 'B+' corporate credit
rating, in line with Standard & Poor's criteria.  Although the
notes are considered senior, the company will have a sizable
amount of priority debt.
     
The speculative-grade rating on Community reflects the company's
significant debt leverage as a result of its debt-financed
acquisition of Triad Hospitals Inc., and industry challenges that
the company faces, such as uncertain third-party reimbursement,
increasing bad debt, and relatively weak patient volume trends.  
The company also faces the risk of integrating a large hospital
operation into its existing operation.  These factors are
mitigated somewhat by the company's diversified hospital portfolio
and management's experience operating a large number of hospitals.


CONEXANT SYSTEMS: Posts $20.5 Mil. Core Net Loss in 3rd Qtr. 2007
-----------------------------------------------------------------
Conexant Systems Inc. reported third quarter fiscal 2007 revenues
of $179.5 million.  Third quarter fiscal 2006 revenues were
$199.9 million.  Core gross margins were 43.5% of revenues. Core
operating expenses were $89.2 million.  The core operating loss
was $11 million.  The core net loss was $20.5 million.

Gross margins for the third fiscal quarter of 2007 were
43.5% of revenues.  Operating expenses were $105 million,
operating loss was $27 million and net loss was $35.2 million for
the third quarter fiscal 2007.  The company had operating expenses
of $ 137.3 million, operating loss of $5.7 million, and net loss
of $67.1 million for the third quarter fiscal 2006.

The company ended the quarter with $224 million in cash, cash
equivalents, and marketable securities.

At June 29, 2007, the company had total assets of $1.2 billion,
total liabilities of $813 million, and $385 million.

                       Business Perspective

"Conexant possesses the global talent, the intellectual property,
and the customer relationships required to rebuild a successful
enterprise," said Daniel A. Artusi, Conexant's newly appointed
president and chief executive officer.  "We also face significant
challenges. Moving forward, we need to clearly understand our core
competencies and be disciplined enough to focus our resources in
the areas where we have the best chance to create profitable
growth.

"We also have to dramatically improve our financial performance as
quickly as possible.  

"In the next few weeks, I plan to continue deepening my
understanding of Conexant's business and operations," Artusi said.
"We will be making significant changes in the near future, and we
will communicate those changes at the appropriate time."

                         Business Outlook

For the fourth quarter of fiscal 2007, the company expects flat
revenues on a sequential basis.

                     About Conexant Systems

Headquartered in Newport Beach, Calif., Conexant Systems Inc.
(NASDA: CNXT) -- http://www.conexant.com/-- designs, develops and    
sells semiconductor system solutions that connect personal access
products such as set-top boxes, residential gateways, PCs and game
consoles to voice, video and data processing services over
broadband and dial-up connections.  Key semiconductor products
include digital subscriber line and cable modem solutions, home
network processors, broadcast video encoders and decoders, digital
set-top box components and systems solutions, and the company's
foundation dial-up modem business.

                           *     *     *

As of July 10, 2007, the company carries Moody's B1 senior secured
debt rating.  Moody's also rates the company's long-term corporate
family rating and probability of default rating at Caa1.  The
outlook is stable.

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


CURRIE TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Currie Technologies Inc.
        9453 Ownesmouth Avenue
        Chatsworth, CA 913111

Bankruptcy Case No.: 07-12609

Type of Business: The Debtor manufactures the Electro-Drive(TM)
                  and US Pro Drive(TM) propulsion systems which
                  serve as the backbone of the company's
                  scooters and bicycles, powering these vehicles
                  with efficient and environmentally friendly,
                  high performance drive systems for sport or
                  transportation.  See http://www.currietech.com/

Chapter 11 Petition Date: July 26, 2007

Court: Central District Of California (San Fernando Valley)

Debtor's Counsel: Philip A. Gasteier, Esq.
                  Robinson Diamant & Wolkowitz APC
                  1888 Century Parkway, East Suite 1500
                  Los Angeles, CA 90067
                  Tel: (310) 277-7400
                  Fax: (310) 277-7584

Debtor's financial condition as of May 31, 2007:

      Total Assets: $10,181,969

      Total Debts:  $18,033,518

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
CSW                                      $3,000,000
c/o Patrick A. Long, Esq.
1 Riverside Plaza
Columbus, OH 43215-2372
Tel: (714) 668-1400
Fax: (714) 668-1411

China Buyang Group Co., Ltd.             $1,218,804
88 Tangdianshan Industrial Zone
Yongkang, Zhejiang, China
Tel: 86/579-271762
Fax: 86/579-7271796

Shangai Phoenix Import & Export            $441,928
168 Gao Yang Road
Shangai, China 200080

TISCO Logistics, Inc.                       $55,310

Bewley, Lassleben & Miller LLP              $44,571

United Pawrcel Services                     $39,386

Evanston Insurance Company                  $16,600

The Hartford                                $12,710

Resch Polster, Albert & Berger              $10,179

Loeb & Loeb LLP                              $8,610

Eichberg Associates                          $7,857

Troy & Gould P.C.                            $6,537

Rob Kaplan                                   $6,368

Jimmy CH Wan                                 $6,049

Correa Pallet Inc.                           $3,168

ACE Paper Company                            $2,993

Hanan Consulting Group                       $2,437

Gumbiner Savett Finkel Engleson Rose Inc.    $2,365

Streamline Shippers Assoc. Inc.              $2,264

Advanstar Communication, Inc.                $2,100


DAIMLERCHRYSLER: Seeks to Trim Down Dealer Ranks to Stem Losses
---------------------------------------------------------------
Chrysler Group has warned some of its weakest dealers that it may
try to shut them down if they can't generate more sales in the
next six months, a sign that the auto maker is stepping up efforts
to cull its network of retail outlets, Neal E. Boudette writes for
The Wall Street Journal.

Cerberus Capital Management LP, which is completing its deal to
buy a controlling stake in Chrysler from DaimlerChrysler AG, had
previously held talks with Chrysler executives and some of
Chrysler's top dealers to discuss the need to slash dealer ranks
in order to stem the unit's losses in North America, WSJ states.

Auto makers seldom get their way when trying to terminate dealers'
franchise agreements for poor sales performance as they often wind
up in court, where state laws guarantee franchisees many
protections against manufacturers, Mr. Boudette observes.

Chrysler, General Motors Corp. and Ford Motor Co. has been slowly
reducing the number of stores in its sales network in a bid to be
more competitive.  GM has about 6,900 dealers, Ford has 4,200 and
Chrysler 3,700.  Holding U.S. market shares of about 23%, 16% and
14%, respectively, that amounts to about 300 dealers per one point
of U.S. market share held by GM, about 280 a point for Ford and
270 for Chrysler, WSJ relates.

By comparison, Toyota Motor Corp. has about 1,400 dealers, and its
16% market share gives it about 90 for each market-share point,
the report says.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX)
(FRA:DCX) -- http://www.daimlerchrysler.com/-- develops,  
manufactures, distributes, and sells various automotive products,
primarily passenger cars, light trucks, and commercial vehicles
worldwide.  It primarily operates in four segments: Mercedes Car
Group, Chrysler Group, Commercial Vehicles, and Financial
Services.

The company's worldwide operations are located in Canada, Mexico,
United States, Argentina, Brazil, Venezuela, China, India,
Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DIAMOND ENT: Shifts to Health Care Business, Sells Media Assets
---------------------------------------------------------------
Diamond Entertainment Corporation, in accordance with its change
in business direction pursuant to its merger with RX for Africa,
Inc., sold its inventory of Electronic Media and certain other
related assets.

"We are in position to focus all our attention to searching for
innovative solutions to the critical challenge of meeting the
healthcare needs of those living in Africa," commented Dr.
Mulugetta Bezzabeh, the new chief executive officer of Diamond
Entertainment Corporation and continuing CEO of Rx Africa
(Ethiopia) PLC.

                       About Rx for Africa

Rx for Africa Inc. is a holding company headquartered in New York
City which was recently acquired by a newly formed subsidiary of
Diamond Entertainment Corporation, a publicly traded company
(DMON).  At present, the primary asset of Rx for Africa Inc. is
its 100% ownership interest in Rx Africa (Ethiopia) PLC.

                    About Rx Africa (Ethiopia)

Rx Africa (Ethiopia) PLC is a pharmaceutical company, formerly
known as Sunshine Pharmaceutical, which owns and operates a
pharmaceutical manufacturing facility in Addis Ababa, Ethiopia.
The plant was established to manufacture AIDS/HIV, malaria,
tuberculosis and other generic drugs in Ethiopia.  Rx Africa
(Ethiopia) PLC is currently producing six generic products for
distribution in Ethiopia, with plans to increase its product line
by a minimum of 30 new generic medicines over the next six months
for sale throughout Ethiopia and the rest of Africa.

                  About Diamond Entertainment

Based in Walnut, California, Diamond Entertainment Corporation
(OTC BB: DMEC.OB) dba e-DMEC, markets and sells a variety of DVD
and videocassette titles to the budget home video and DVD market.

Through a newly formed, special purpose subsidiary, Diamond
Entertainment Corporation recently completed the acquisition of Rx
for Africa Inc., a holding company based in New York City which is
the parent company of Rx Africa (Ethiopia) PLC, a pharmaceutical
company based in Addis Ababa, Ethiopia.  Prior to its acquisition
of Rx for Africa, Inc., Diamond Entertainment was principally in
the business of distributing and selling videocassette/DVD
programs through normal distribution channels throughout the
United States.

                      Going Concern Doubt

Pohl, McNabola, Berg and Company, LLP, raised substantial doubt
about Diamond Entertainment's ability to continue as a going
concern after auditing the company's financial statements for the
years ended March 31, 2006 and 2005.  The auditing firm pointed to
the company's substantial losses and negative cash flows from
operations for the year ended March 31, 2006.


DELTA ENTERTAINMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Delta Entertainment Corporation
        1663 Sawtelle Boulevard, 3rd Floor
        Los Angeles, CA 90025-319

Bankruptcy Case No.: 07-16302

Type of Business: The Debtor is an independent music & video
label.
                  See http://www.deltamusic.com/

Chapter 11 Petition Date: July 25, 2007

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Samuel R. Maizel, Esq.
                  Pachulski Stang Ziehl Young Jones & Weintraub
LLP
                  10100 Santa Monica Boulevard, Suite 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Fax: (310) 201-0760

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


DENALI CAPITAL: Moody’s Rates $18 Million Class B-2L Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Denali Capital CLO VII, Ltd:

-- Aaa to the $150,000,000 Class A-1LR Variable Funding Notes Due
    January 2022;

-- Aaa to the $482,000,000 Class A-1L Floating Rate Notes Due
    January 2022;

-- Aa2 to the 42,000,000 Class A-2L Floating Rate Notes Due
    January 2022;

-- A2 to the 41,000,000 Class A-3L Floating Rate Notes Due
    January 2022;

-- Baa2 to the $22,500,000 Class B-1L Floating Rate Notes Due
    January 2022 and

-- Ba2 to the $18,000,000 Class B-2L Floating Rate Notes Due
    January 2022.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of Senior
Secured Loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

DC Funding Partners LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


ELAN CORP: Incurs Second Quarter 2007 Net Loss of $141.1 Million
----------------------------------------------------------------
Elan Corporation plc posted net loss for the second quarter ended
June 30, 2007, of $141.1 million over $90.5 million in the second
quarter of 2006 after including a non-cash charge of $52.2 million
relating to Maxipime(R) and Azactam(R) intangible assets.  This
charge resulted from the approval by the United States Food and
Drug Administration of a generic form of Maxipime in June 2007,
which was earlier than expected.

Total revenue for the second quarter of 2007 increased 38% to
$188.5 million from $136.4 million in the same period of 2006.
Revenue is analyzed below between product revenue and contract
revenue.

                       Management's Comments

Commenting on Elan’s business, Kelly Martin, Elan’s president and
chief executive officer, said, "We continue to make progress in
our pipeline and focus on moving our science towards the patients.  
Business discipline and growth in both Tysabri and EDT should
provide a solid platform for continued advancement throughout the
balance of the year."

Commenting on Elan’s second quarter financial results, Shane
Cooke, Elan’s executive vice president and chief financial
officer, said, "We are very pleased with the progress we have made
in the second quarter of the year with revenue growth of 38% and a
reduction of two-thirds in Adjusted EBITDA losses as we continue
to carefully manage our cost base.  The net loss increased to
$141.1 million, mainly due to a non-cash charge of $52.2 million
related to the write down of intangible assets as a result of the
approval of a generic competitor to Maxipime.  Tysabri had a solid
quarter with approximately 14,000 patients on therapy as of mid-
July 2007, an increase of over 40% from when we reported last
quarter.  We expect Tysabri to continue to drive revenue growth."

Mr. Cooke added, "With the earlier than expected entry of generic
competition to Maxipime, we will immediately adjust our commercial
infrastructure, reducing related selling and administration costs,
and we are targeting to contain Adjusted EBITDA losses for 2007 at
the previously guided $50 million level."

                             Guidance

Elan had previously guided revenues, excluding Tysabri, for 2007
to exceed $500 million and Adjusted EBITDA losses to be less than
$50 million.  While the impact of a generic competitor to
Maxipime, and the timing of approval for a potential generic form
of Azactam, remains unclear, Elan expects revenues for 2007,
excluding Tysabri, will approach, if not exceed, $500 million.
Elan is also taking steps to reduce costs in order to try and
contain Adjusted EBITDA losses at about $50 million for 2007.

SG&A and R&D costs, which were previously guided to be in the
range of $600 million to $650 million, are now expected to be
below $600 million for 2007.

                            About Elan

Headquartered in Ireland, Elan Corporation plc (NYSE: ELN) --
http://www.elan.com/-- is a neuroscience-based biotechnology    
company.  Elan shares trade on the New York, London and Dublin
Stock Exchanges.

                           *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2007,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for Elan Corporation plc and assigned a B2 probability-of-default
rating to the company.


FHC HEALTH: Crestview Equity Stake Cues Moody’s Ratings Review
--------------------------------------------------------------
Moody's Investors Service placed the ratings of FHC Health
Systems, Inc. under review with an uncertain direction following
the announcement that Crestview Partners, L.P., will take an
equity stake in the company, accompanied by a new governance
structure.  Terms of the deal were not disclosed and the
transaction is expected to close by the end of the year.

Moody's notes that a few weeks ago, the company announced that its
major contract with the state of Arizona, covering Maricopa
County, will not be renewed.  While the contract accounted for
over 20% of revenues, the cash flow and earnings contribution was
not proportional due to declining profitability under the contract
as well as other state requirements, which resulted in higher
costs.

Moody's' also commented that the contract required a significant
investment in capital, including restricted cash, a surety bond, a
letter of credit, and other items.  In general, Moody's believes
that this state contract was atypical relative to FHC's other
contracts due to the staffing requirements and higher utilization.
This contract also received significant external scrutiny and
publicity.

Moody's believes that FHC is experiencing growth in its New
Mexico, Pennsylvania, and Kansas contracts.  Moody’s also believes
that the company has the opportunity to add additional contracts
in new states.

In reviewing FHC's ratings, Moody's will examine any changes in
the company's capital structure, especially changes in leverage.
Moody’s will also focus on the company's pro-forma cash flow and
earnings power excluding the Arizona contracts, but incorporating
any growth in its existing contracts and any new business
development opportunities.

These ratings of FHC Health Systems were placed under review:

-- Corporate Family Rating: B2

-- Probability of Default Rating: B2

-- Senior Secured Second Lien Term Loan, due 2009, rated Ba3, LGD
    25

-- Senior Secured Third Lien Term Loan, due 2010, rated B3, LGD
    75

FHC Health Systems, Inc., headquartered in Norfolk, Virginia, is
one of the leading behavioral managed care providers in the U.S.,
covering about 23 million lives.  The company's remaining
subsidiary, Value Options, provides services to the public sector,
employer groups, health plans and federal agencies.


FORD MOTOR: Bidders for Units to Begin Due Diligence in August
--------------------------------------------------------------
Ford Motor Company plans to let prospective bidders begin due
diligence on its Jaguar and Land Rover brands next month, adding
that it was pleased with the expressions of interest it had
received in the brands, and in the “strength and quality” of the
interested parties, as its efforts to sell the two brands continue
to progress, The Financial Times reports.

Ford CEO Alan Mulally told the Financial Times that the company
remains "open to different options," including retaining a
minority stake in both operations.  He stressed, however, that he
prefers a joint sale as both brands were so highly integrated.

Mr. Mulally also confirmed that Ford was "conducting a strategic
review of Volvo," the Swedish carmaker, which could be sold
separately to the other luxury brands.  The chief executive said
Volvo had generated "significant" interest among potential bidders
but Ford has not yet appointed financial advisers, although he
expects that the company will reach a decision by year-end, FT
notes.

According to the report, bidders that include private equity
groups Ripplewood Holdings, One Equity Partners, TPG Capital, and
Cerberus Capital Management, as well as India's Tata Motors and
Mahindra & Mahindra submitted indicative offers for Land Rover and
Jaguar last week.  Ford has hired Goldman Sachs, HSBC and Morgan
Stanley to act as advisors.

The carmaker's advisors have contacted at least six buyout groups
that expressed preliminary interest in Ford's UK luxury marques.  
They are expected to get access to financial and operational data,
FT states, citing people close to the sale as its source.

Ford is expected to ask for binding offers by September, with the
aim of completing the sale by the end of the year, FT suggests.

                      About Ford Motor Co.

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


FORD MOTOR: Posts $750 Million Net Profit in Second Quarter
-----------------------------------------------------------
Ford Motor Company reported a net profit of $750 million for the
second quarter of 2007.  This compares with a net loss of
$317 million in the second quarter of 2006.

Ford's second-quarter revenue was $44.2 billion, up from
$41.9 billion a year ago.  The increase primarily reflected
currency exchange, mix and net pricing improvements, partially
offset by lower volume.

Ford's second-quarter profit from continuing operations, excluding
special items  was $258 million, compared with a loss of
$118 million in the same period a year ago.

Special items -- which primarily reflected the sale of Aston
Martin and the recognition of previously deferred gains on certain
hedges at Jaguar and Land Rover -- increased pre-tax results by
$443 million in the second quarter.

With regard to Jaguar and Land Rover, the company confirmed it is
currently exploring in greater detail the potential sale of the
combined business and is in discussions with selected parties who
have expressed interest.  The company also is conducting a
strategic review of Volvo that likely will conclude prior to year-
end.

"We continue to focus on the four priorities of our plan --
restructuring the business to operate profitably, accelerating the
development of new products that our customers want and value,
funding our plan and improving our balance sheet, and working even
more effectively together as one global Ford team, leveraging our
assets," said Ford President and CEO Alan Mulally.  "Our team is
very encouraged by the significant progress we are making.  We
recognize the challenges that lie ahead and remain fully committed
to delivering our plan."

AUTOMOTIVE SECTOR

On a pre-tax basis, worldwide Automotive sector profits in the
second quarter were $378 million.  This compares with a pre-tax
loss of $716 million during the same period a year ago.  The
improvements were more than explained by favorable net pricing and
cost reductions, partially offset by unfavorable currency
exchange.

Vehicle wholesales in the second quarter were 1,773,000, down from
1,806,000 a year ago.  Worldwide Automotive revenue for the second
quarter was
$40.1 billion, up from $37.8 billion in the same period last year.  
The increase primarily reflected currency exchange, mix and net
pricing improvements, partially offset by lower volume.

Automotive gross cash, which includes cash and cash equivalents,
net marketable securities, loaned securities and short-term VEBA
assets, was $37.4 billion at June 30, 2007, up from $35.2 billion
at the end of the first quarter.

Ford North America: In the second quarter, Ford North America
reported a pre-tax loss of $279 million, compared with a pre-tax
loss of $789 million a year ago.  The improvement primarily
reflected favorable net pricing and cost reductions, partially
offset by lower volume net of mix.  Revenue was $18.8 billion,
down from $19.1 billion for the same period a year ago.

Ford South America: Ford South America reported a second-quarter
pre-tax profit of $255 million, compared with a pre-tax profit of
$99 million a year ago.  The improvement was primarily explained
by favorable net pricing and volume.  Second quarter revenue
improved to $1.8 billion from $1.3 billion in 2006.

Ford Europe: Ford Europe's second-quarter pre-tax profit was
$262 million, compared with a pre-tax profit of $185 million
during the same period in 2006.  The improvement was more than
explained by favorable net pricing and higher volumes, partially
offset by higher manufacturing costs, primarily to support
increased volumes.  During the second quarter of 2007, Ford
Europe's revenue was $9.2 billion, compared with $7.5 billion
during the second quarter of 2006.

Premier Automotive Group: PAG reported a pre-tax profit of
$140 million for the second quarter, compared with a pre-tax loss
of $162 million for the same period in 2006.  All PAG brands
improved compared with the same period in 2006.  The improvement
was more than explained by favorable cost performance across all
brands, including the non-recurrence of adverse 2006 adjustments
to warranty accruals.  Favorable net pricing was more than offset
by the effect of the continued weakening of the U.S. dollar
against key European currencies.  Second-quarter 2007 revenue was
$8.4 billion, compared with $7.8 billion a year ago.

Ford Asia Pacific and Africa:  For the second quarter, Ford Asia
Pacific and Africa reported a pre-tax profit of $26 million,
compared with a pre-tax profit of $4 million a year ago.  The
improvement reflected strong cost performance, including
restructuring savings, and improved results in China.  These
factors were partially offset by lower volume and adverse mix,
more than explained by Australia and Taiwan, and unfavorable
currency exchange.  Revenue was $1.7 billion for the second
quarter of 2007, compared with $1.8 billion in 2006.

Mazda: For the second quarter, Ford earned $81 million from its
investment in Mazda and associated operations, compared with
$32 million during the same period a year ago.

Other Automotive: Second-quarter results included a pre-tax loss
of $107 million, compared with a loss of $85 million a year ago.  
The year-over-year decline was more than explained by higher
interest expense associated with financing actions taken in the
fourth quarter of 2006.  This was partially offset by increased
interest income.

FINANCIAL SERVICES SECTOR

For the second quarter, the Financial Services sector earned a
pre-tax profit of $105 million, compared with a pre-tax profit of
$425 million a year ago.

Ford Motor Credit Company:  Ford Motor Credit Company reported net
income of $62 million in the second quarter of 2007, down
$242 million from earnings of $304 million a year earlier.  On a
pre-tax basis from continuing operations, Ford Motor Credit earned
$112 million in the second quarter compared with $435 million in
the previous year.  The decrease in earnings primarily reflected
higher borrowing costs, lower credit loss reserve reductions,
higher depreciation expense for leased vehicles and higher net
losses related to market valuation adjustments from derivatives.  
Lower expenses, primarily reflecting improved operating costs,
were a partial offset.

In the second quarters of 2007 and 2006, pre-tax earnings were
$428 million and $667 million, excluding the net losses related to
market valuation adjustments from derivatives, which were
$316 million and $232 million, respectively.

Ford expects Ford Motor Credit to earn on a pre-tax basis
$1.3 billion to $1.4 billion this year, excluding the impact of
gains and losses related to market valuation adjustments from
derivatives, up from the previous estimate of $1.2 billion.

                      About Ford Motor Co.

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


FORD MOTOR: Moody’s Holds B3 CFR with Negative Outlook
------------------------------------------------------
Moody's Investors Service said that the performance of Ford Motor
Company's global automotive operations for the second quarter of
2007 was significantly stronger than the previous year and better
than street expectations.

However, the company continues to face significant competitive and
financial challenges, and the rating agency expects that Ford's
credit metrics and rate of cash consumption will likely remain
consistent with no higher than a B3 corporate family rating level
into 2008.

Ford's corporate family rating is currently a B3 with a negative
outlook.  The rating is pressured by the shift in consumer
preference from high margin trucks and SUVs, and by the need for a
new 2007 UAW contract that provides meaningful relief from high
health care costs and burdensome work rules.

The most daunting long-term challenge facing Ford will be building
the profitability of its car and crossover models, and reducing
its overdependence on trucks and SUVs to generate earnings.
Although lowering its cost structure, including healthcare costs,
is an important element of this profit rebuilding initiative, the
most critical and most difficult challenge for both Ford and the
other domestic OEMs, will be convincing consumers that they will
receive adequate value if they pay higher prices for their cars
and crossover vehicles.

"Domestic OEM's have a cost disadvantage of about $1,000 per
vehicle relative to Japanese transplants due to health care costs.  
However, the differential between what consumers are willing to
pay for a US car or crossover compared with a similarly equipped
Japanese vehicle is significantly greater," said Bruce Clark,
senior vice president with Moody's.

Ford and the other domestic OEMs may be able to reach a health
care buy-down agreement with the UAW that is structurally similar
to that reached by Goodyear, and thereby narrow the $1,000 per
vehicle health care cost disadvantage.  Moody's believes that Ford
may have the resources necessary to fund a material health care
buy-down, and thereafter maintain the liquidity necessary to cover
the $15 to $16 billion operating cash consumption that the company
expects will occur through 2008.

This liquidity includes $37 billion in cash and short-term VEBA
balances, $13 billion in availability under a committed credit
facility, and any proceeds that would be raised by the potential
sale of the Jaguar, Land Rover and Volvo operations.  However, if
a constructive health care agreement were reached by Ford and the
other domestic OEMs, the company will still have to contend with a
significant pricing differential versus its Japanese competitors.

Mr. Clark said, "In terms of overall quality, performance, and
safety, the Ford Fusion is pretty competitive with vehicles like
the Camry, Accord and Altima.  However, after taking all
incentives and rebates into consideration, consumers are willing
to pay in the neighborhood of $4,000 more for one of these
vehicles that for a Fusion.  Put another way, Ford has to charge
$4,000 less than the competition to get consumers to buy one of
its best vehicles, and the differential is much wider for other
cars in the Ford line up."

In contrast, Ford does not face the same type of endemic pricing
disadvantage in the truck and SUV segments.  In these vehicle
categories, consumers perceive Ford as being able to deliver good
value for which they are willing to pay.  But, as Clark pointed
out, "The problem is that consumers are moving away from these
vehicle segments."

Moody's believes that Ford continues to make solid progress in
improving the quality and value proposition of its cars and
crossovers relative to those of Japanese manufacturers.  However,
Mr. Clark said that, "Not only does Ford have to continue
delivering better quality vehicles, it has to convince consumers
to pay up for them.  Convincing consumers to do this will take
time and it will also require the design of vehicles that make a
strong and appealing visual statement." According to Mr. Clark,
"GM and Chrysler face similar challenges."

Until the profitability base of vehicles other than trucks and
SUVs becomes more substantive, Ford's intermediate-term cash flow
will remain negative and the company will have to maintain the
liquidity necessary to cover this outflow.

Ford Motor Company, a leading global automotive manufacturer, is
headquartered in Dearborn, Michigan.


GENERAL MOTORS: Will Cut Jobs and Reduce Production in September
----------------------------------------------------------------
General Motors Corp. plans to cut production at its Pontiac,
Michigan, assembly plant from 54.5 vehicles per hour to 45 and lay
off an undisclosed number of workers beginning September, The
Associated Press reports.

The Pontiac plant, which makes mostly heavy-duty GMC Sierra and
Chevrolet Silverado pickups, employs about 2,800 hourly workers,
including 300 temporary employees hired to replace those who
accepted buyout and early retirement offers, AP states.

"There's been a decline in the full-sized pickup market.  We've
seen a decline in the heavy duty side, which prompted the action
we took," AP quotes GM spokesman Tom Wickham as saying.

GM would lay off temporary workers first and they would receive no
benefits, Mr. Wickham said, AP notes.  If it's necessary to lay
off full-time workers, they would receive benefits or would have
the chance to go to other GM plants nearby if there are openings.  
Other plants will not be affected by the changes, he added.

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

                            *   *   *

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

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


GENERATION MINISTRIES: Case Summary & 5 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Generation Ministries, Inc.
        8540 Hamburg Road
        Brighton, MI 48116

Bankruptcy Case No.: 07-32396

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: July 25, 2007

Court: Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: Thomas R. Morris, Esq.
                  Silverman & Morris, PLLC
                  7115 Orchard Lake Road, Suite 500
                  West Bloomfield, MI 48322
                  Tel: (248) 539-1330
                  Fax: (248) 539-1355

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Five Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Internal Revenue Service       Interest & Penalties     $187,000
P.O. Box 145566                on Employment Taxes
Cincinnati, OH 45214

Hamburg Township Treasurer     Sewer Assessment          $70,000
10405 Merrill Road
P.O. Box 157
Hamburg, MI 48139

Strobl & Sharp P.C.            Legal Services             $3,000
300 East Long Lake Road
Suite 200
Bloomfield Hills, MI 48304

Raymond & Prokop, P.C.         Legal Services             $1,047

State of Michigan                                             $1


GOODYEAR TIRE: Earns $56 Million in Second Quarter of 2007
----------------------------------------------------------
The Goodyear Tire & Rubber Company reported second quarter net
income of $56 million, compared to $2 million last year.   

The company’s record second quarter tire business sales of
$4.9 billion, up 4% from last year offsetting softer conditions in
several key markets with a richer product mix.  

The sales improvement reflects the strength of Goodyear's new
product engine as well as the performance of the company's three
emerging markets tire businesses, which increased sales 15% over
2006.  Each of these three businesses achieved record quarterly
sales.

This growth, along with currency-driven sales gains in the
European Union Tire business, offset a 3% decline in North
American Tire sales, primarily due to the company's exit from
certain segments of the private label tire business along with
softer original equipment and commercial replacement markets.

"Our strong second quarter performance demonstrates successful
execution against our strategies to improve our business and
product mix as well as the early stage benefits of a lower cost
structure," Robert J. Keegan, chairman and chief executive
officer, said.  "With the actions we have taken the past four and
a half years, we have created strong platforms for growth going
forward.  Likewise, our improving balance sheet gives us the
flexibility to increase investments aimed at growing our core
consumer and commercial tire businesses."

Total segment operating income from continuing operations was
$309 million, up 32% from the year-ago period, driven by
significant improvement in North American Tire.  All five of the
company's regional tire businesses achieved higher segment
operating income compared to the second quarter of 2006, with
three setting records.  Improved pricing and product mix
of approximately $155 million in the second quarter of 2007
more than offset increased raw material costs of approximately
$55 million.

Second quarter income from continuing operations was $29 million
compared to a 2006 loss from continuing operations of $33 million.  
All per share amounts are diluted.

The 2007 quarter was also impacted by after-tax debt retirement
expenses of $47 million, rationalization and accelerated
depreciation costs of $15 million and a tax benefit to correct
deferred taxes in Colombia of $11 million.  The second quarter of
2006 included $63 million in after-tax rationalization and
accelerated depreciation costs.

                      Business Segments

Asia Pacific Tire, Latin American Tire, European Union Tire and
Eastern Europe, Middle East and Africa Tire reported higher year-
over-year sales, with each setting a second quarter record.   
Additionally, record sales for any quarter were achieved by Asia
Pacific Tire, Latin American Tire and Eastern Europe, Middle East
and Africa Tire.

All five businesses had higher segment operating income compared
to last year, with Asia Pacific Tire, Latin American Tire and
Eastern Europe, Middle East and Africa Tire setting second quarter
records.  Segment operating income for Asia Pacific Tire was a
record for any quarter.

  North American Tire          Second Quarter        Six Months
  (in millions)                2007      2006      2007      2006
  -------------                --------------      --------------
  Tire Units                   20.8      23.3      40.1      46.9
  Sales                      $2,276    $2,340    $4,293    $4,579
  Segment Operating Income       53         6        33        49
  Segment Operating Margin      2.3%      0.3%      0.8%      1.1%

North American Tire sales were down 3% compared to the 2006
period, primarily due to lower volume resulting from the company's
action to exit certain segments of the private label tire business
as well as weak commercial and original equipment markets.  This
was partially offset by market share gains in higher-value branded
tires, improved pricing and product mix and higher sales in
chemical and other tire related businesses.

Second quarter segment operating income increased 783% compared
to the 2006 period due to improved pricing and product mix of
$69 million that more than offset increased raw material costs of
approximately $25 million.

European Union Tire sales increased 6% over the 2006 period as a
result of improved pricing and product mix and a favorable impact
from currency translation of approximately $80 million, which more
than offset lower volume.

Segment operating income increased 7% compared to the 2006 quarter
as pricing and product mix improvements of $34 million more than
offset $6 million in higher raw material costs, as well as
increased selling, administrative and general expenses and lower
unit volume.

Eastern Europe, Middle East and Africa Tire sales were up 14%
compared to the 2006 period.  The increase resulted from improved
pricing and product mix and a favorable impact from currency
translation of approximately $14 million that more than offset
lower unit volume.

Segment operating income improved 7% due to improved pricing and
product mix of $27 million that more than offset $2 million in
higher raw material costs.  Higher manufacturing and SAG costs as
well as lower volume also impacted the quarter.

Latin American Tire sales increased 18% from the second quarter of
2006 due to higher unit volume, improved pricing and product mix
and a favorable impact from currency translation of approximately
$23 million.

Segment operating income increased 8% from 2006 due to higher unit
volume and a favorable impact from currency translation of
approximately $17 million, which offset higher manufacturing
costs.  Improved pricing and product mix of $6 million partially
offset higher raw material costs of approximately $18 million.

Asia Pacific Tire sales were 14% higher than the 2006 period
primarily due to improved pricing and product mix and a favorable
impact from currency translation of approximately $37 million.

Segment operating income increased 46% in the 2007 quarter,
primarily due to improved pricing and product mix of $19 million,
which more than offset raw material cost increases of
approximately $4 million.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on Goodyear
Tire & Rubber Co., including its corporate credit rating to 'BB-'
from 'B+'.  In addition, the ratings were removed from CreditWatch
where they were placed with positive implications on May 10, 2007.
Recovery ratings were not on CreditWatch.


GOLDMAN SACHS: Moody’s Rates $16 Million Class E Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Goldman Sachs Asset Management CLO, P.L.C., a collateral loan
obligation:

-- Aaa to the $257,400,000 Class A-1 Floating Rate Notes, Due  
    2022

-- Aa1 to the $28,600,000 Class A-2 Floating Rate Notes, Due 2022

-- Aa2 to the $27,000,000 Class B Floating Rate Notes, Due 2022

-- A2 to the $21,000,000 Class C Deferrable Floating Rate Notes,
    Due 2022

-- Baa2 to the $18,000,000 Class D Deferrable Floating Rate
    Notes, Due 2022

-- Ba2 to the $16,000,000 Class E Deferrable Floating Rate Notes,  
    Due 2022

Moody's ratings of the notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

Goldman Sachs Asset Management, L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


GOLUB CAPITAL: Moody’s Puts Ba2 Rating on $20.3 Mil. Class E Notes
------------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Golub Capital Management CLO 2007-1, Ltd:

-- Aaa to the $369,000,000 Class A Senior Notes Due 2021,

-- Aa2 to the $28,000,000 Class B Senior Notes Due 2021;

-- A2 to the $32,000,000 Class C Deferrable Mezzanine Notes Due
    2021;

-- Baa2 to the $19,750,000 Class D Deferrable Mezzanine Notes Due
    2021; and

-- Ba2 to the $20,250,000 Class E Deferrable Mezzanine Notes Due
    2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio - consisting of senior secured loans
and second lien loans - due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Golub Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


HCA INC: S&P Affirms 'BB-' Rating on Second-Lien Debt
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its issue-level
ratings on HCA Inc.'s $22.5 billion secured financing, while
revising its recovery rating on the company's second-lien debt.  
The loan rating on the second-lien debt was affirmed at 'BB-' and
the recovery rating was revised to '2', indicating that lenders
can expect substantial (70%-90%) recovery in the event of a
payment default, from '1'.  The loan rating on the first-lien debt
was affirmed at 'BB', and the recovery rating on this debt remains
at '1', indicating that lenders can expect very high recovery
(90%-100%) in the event of a payment default.

The likelihood of default for the issues is reflected in the
issuer corporate credit rating of B+/Negative/--, which has not
changed.  However, with the introduction of S&P's new recovery
rating scale and issue rating framework that became effective as
of June 7, 2007, and now incorporates recoveries in all secured
issue-level ratings, as well as the inclusion of six months pre-
petition interest, the recovery rating on the second-lien debt has
been revised accordingly to reflect this debt's substantial
recovery prospects.


Ratings List

Ratings Affirmed

HCA Inc.
Corporate Credit Rating    B+/Negative/--
$16.8B First-Lien          BB
   Recovery Rating          1


Issue-Level Rating Affirmed; Recovery Rating Revised
                            To           From
                            --           ----
$5.7B Second-Lien          BB-          BB-
   Recovery Rating          2            1


HEXCEL CORP: Net Sales Up 5.8% in Second Quarter 2007
-----------------------------------------------------
Hexcel Corporation reported results for the second quarter of
2007.  

Net sales from continuing operations in the current quarter were
$289.8 million, 5.8% higher than the $274 million reported for the
second quarter of 2006.

Related operating income for the second quarter was $34 million
compared to $33.9 million for the same period last year.

Net income from continuing operations for the second quarter of
2007 was $17.5 million, or $0.18 per diluted share, compared to
$18 million in 2006.  

Net loss from discontinued operations was $8.7 million, or $0.09
per diluted share including an after-tax charge of $9.7 million
for previously disclosed legal matters.

Discontinued operations consist of the assets of the U.S.
electronics, ballistics and general industrial reinforcement
product lines, which we have entered into a definitive agreement
to sell to JPS Industries.

                    Operation Highlights

Aerospace qualification processes are underway in a number of
locations including our new carbon fiber precursor line in
Decatur, AL; a new prepreg facility in Stade, Germany; the new
carbon fiber line in Salt Lake City, UT; and for prepreg
products transferred as part of the Livermore, CA closure.

Gross margins declined slightly to 24.3% in the quarter
compared to 24.6% in the second quarter of 2006.

SG&A expenditures in the quarter of $27.4 million were $1.5
million higher than the second quarter of 2006.

R&T spending increased $1.1 million in the quarter compared to
the second quarter of 2006 reflecting expenditures related to
new product development and qualification efforts for new
aircraft programs.

Operating income for the quarter, excluding business
consolidation and restructuring expense, was $34.5 million or
11.9% of sales, in line with our guidance for the year.

                           Guidance

Our prior guidance for 2007 was issued in December 2006 and
included the EBGI business. As a result of the expected
divestiture of the business in the third quarter, we have
updated our guidance for the year.

We had expected total sales to increase 5 - 10% for the year
assuming comparable exchange rates to 2006. We now expect we
will be in the upper end of that range as stronger than
expected commercial aerospace growth will be partially offset
by lower than expected growth in recreation and other
industrial sales.

We still expect gross margins for the year of 23 - 24% and
operating margin before restructuring expense of 11 - 12%
despite increased spending for new program development and
qualifications, as well as start up costs for new production
capacity.

               Chief Executive Officer Comments

Mr. Berges commented, "The second quarter saw a continuation of
the first quarter sales pattern for the commercial aerospace
market.  Because of the A380 delay, Airbus sales were again down
significantly from a year ago, but strong demand from all other
major customers resulted in the almost 9% overall growth in our
commercial aerospace sales. Start-up, training and qualification
efforts combined with some unplanned maintenance outages put some
pressure on our margins but we still met our guidance targets and
expect better year-on-year margin expansion for the remainder of
2007."

"The ramp up of new B787 and A380 programs layered on top of
increasing aircraft build rates should provide opportunity for
good volume leverage next year. Longer term we are encouraged by
the continued strength in wind turbine and aircraft orders,
especially the new composite intensive A350 XWB. With the
divestiture of non-core assets nearly completed, our sharper focus
should allow us to capitalize on these market trends as well as
emerging applications for advanced composite materials."

The company reported total assets of $1.1 billion, total
liabilities of $717 million, and total stockholders’ equity of
$350.5 million as of June 30, 2007.

                   About Hexcel Corporation

Headquartered in Stamford, Connecticut, Hexcel Corporation (NYSE:
HXL) -- http://www.hexcel.com/-- is an advanced structural   
materials company.  It develops, manufactures and markets
lightweight, high-performance structural materials, including
carbon fibers, reinforcements, prepregs, honeycomb, matrix
systems, adhesives and composite structures, used in commercial
aerospace, space and defense and industrial applications.

                        *     *     *

As reported in the Troubled Company Reporter on June 25, 2007,
Moody's Investors Service raised Hexcel Corporation's Corporate
Family Rating to Ba3 from B1.  The ratings on Hexcel's senior
secured credit facility were upgraded to Ba1 from Ba2, while the
subordinated notes ratings were upgraded to B1 from B3.  The
ratings outlook is Stable.


HOST HOTELS: Net Income Decreases to $149 Mil. in 2nd Qtr. 2007
---------------------------------------------------------------
Host Hotels & Resorts Inc. disclosed last week its results of
operations for the second quarter ended June 15, 2007.
Total revenue increased $210 million, or 17.8%, to $1.39 billion  
for the second quarter and $422 million, or 21.0%, to
$2.43 billion for year-to-date 2007.  Excluding the revenues for
the Starwood portfolio, which was purchased in April 2006,
revenues increased 8.4% and 7.9% for the second quarter and year-
to-date 2007, respectively.

Net income decreased $181 million to $149 million for the second
quarter and $166 million to $336 million for year-to-date 2007.

Net income in 2007 included a net loss of approximately
$46 million for the second quarter, and a net gain of $90 million
for year-to-date 2007 associated with the refinancing of debt and
gains (losses) on hotel dispositions.

By comparison, net income in 2006 included a net gain of
approximately $199 million, and $345 million in the second quarter
and year-to-date 2006, respectively, associated with similar
transactions, as well as preferred stock redemptions and non-
recurring costs associated with the Starwood acquisition.

The company also announced the following second quarter results
for Host Hotels & Resorts L.P., through which it conducts all of
its operations and holds approximately 97% of the partnership
interests:

Net income decreased $189 million to $154 million for the second
quarter and $176 million to $348 million for year-to-date 2007.

Adjusted EBITDA, which is Earnings before Interest Expense, Income
Taxes, Depreciation, Amortization and other items, increased 19.3%
to $414 million for the second quarter and 21.1% to $677 million
for year-to-date 2007.

             Financing Activities and Balance Sheet

During the second quarter, the company continued to reduce
interest costs, as well as manage its capital structure to provide
financial flexibility.  On May 2, 2007, the company paid
approximately $547 million in connection with the defeasance of
$514 million of mortgage debt with a 7.61% interest rate,
primarily utilizing proceeds from its March issuance of
$600 million of 25/8% Exchangeable Senior Debentures.  The payment
included approximately $33 million in prepayment/defeasance and
other costs.  

On May 25, 2007, the company successfully amended its credit
facility to increase the size of the facility to $600 million,
extend the maturity from 2008 to 2011 and modify the terms of the
facility, including lowering the rate of interest on borrowings
from a spread of 200 to 375 basis points over LIBOR to 65 to 150
basis points over LIBOR, depending on the company's leverage
ratio.  The amended facility also has an accordion feature that
allows for total borrowing capacity of up to $1 billion.  There
are currently no amounts outstanding under the facility.  Since
Dec. 31, 2006, the company has decreased its weighted average
interest rate from 6.8% to 6.1% as a result of its 2007
refinancings.

As of June 15, 2007, the company had approximately of cash and
cash equivalents.  Excluding amounts necessary for working
capital, the company intends to use its remaining available funds
to further invest in its portfolio, acquire new properties or make
further debt repayments.

At June 15, 2007, the company's consolidated balance sheet showed
$11.81 billion in total assets, $6.2 billion in total liabilities,
$214 million of interest of minority partners of Host Hotels &
Resorts LP and other consolidated partnerships, and $5.3 billion
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 15, 2007, are available for
free at http://researcharchives.com/t/s?21d7

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.

                          *     *     *

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.


ISLE OF CAPRI: Delays Filing of 10K for 2007 Due to Restatement
---------------------------------------------------------------
Isle of Capri Casinos Inc. last week that it will delay filing
financial results for the fiscal quarter and fiscal year ended
April 29, 2007, due to completion of its on-going restatement of
its financial statements through its fiscal year ended April 30,
2006, and through its third fiscal quarter ended Jan. 28, 2007.
The company expects to file its 10-Q/A for the 2007 fiscal third
quarter and its 10-K for the fiscal forth quarter and year ended
April 29, 2007, before the end of July 2007.

The company disclosed to the SEC that it expects to report a loss
from continuing operations before income taxes and minority
interest for fiscal 2007 of approximately $15.3 million on
revenues of approximately $1.0 billion, as compared to income from
continuing operations before income taxes and minority interest
for fiscal 2006 (as expected to be restated) of $20.7 million on
revenues of $987.4 million.

2007 has been a transitional year for the company, as the company
has sold two of its casino operations, developed three new casino
operations and moved its corporate head quarters.  Additionally,
the company’s operating results have been negatively impacted
compared to fiscal year 2006 by increased competition and severe
weather in certain of the company’s markets, as well as the
normalization of operating results along the gulf coast markets in
the post hurricane recovery period.  Fiscal year 2007 includes
significant pre-opening expenses of approximately $13.5 million,
primarily incurred in the fourth fiscal quarter, related to the
openings of three casino properties in recent months and the
company will record a valuation charge on its Lula, Mississippi
property of approximately $8.0 million in the fourth fiscal
quarter.

The impact of the restatement on the fiscal year 2006 operating
results, includes adjustments of approximately $3.5 million
decreasing income from continuing operations before income taxes
and minority interest relating to the application of EITF 97-10 to
the company’s Coventry Casino Lease, adjustments of approximately
$1.0 million decreasing income from continuing operations before
income taxes and minority interest relating to the amortization of
certain intangible items, and other various adjustments related to
operations decreasing income from continuing operations before
income taxes approximately $3.3 million.  The expected impact of
all restatement adjustments on the fiscal year 2006 net income,
including the tax effect on the items mentioned above and the
restatement adjustments to income taxes, is expected to be a
decrease in net income of approximately $0.1 million.

While the company does not expect the results of operations to
differ materially from those reported above, since the audit of
the fiscal 2007 results and the restatement of the fiscal 2006
results have not been completed, the audited results ultimately
reported in the company’s Annual Report on Form 10-K for the
fiscal year ended April 29, 2007, may differ from those reported
above.

                   About Isle of Capri Casinos

Based in Biloxi, Missippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport and Marquette,
Iowa; Kansas City and Boonville, Missouri and a casino and harness
track in Pompano Beach, Florida.  The company also operates and
has a 57 percent ownership interest in two casinos in Black Hawk,
Colorado.  Isle of Capri Casinos' international gaming interests
include a casino that it operates in Freeport, Grand Bahama and a
two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.

                            *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Isle of Capri Casinos Inc. to negative from stable.  Ratings on
the company, including the 'BB-' corporate credit rating, were
affirmed.


INDYMAC MBS: Fitch Rates $1.8MM Class B-5 Certificates at B
-----------------------------------------------------------
Fitch rates IndyMac MBS, Inc., Residential Asset Securitization
Trust 2007-A9, residential mortgage pass-through certificates, as:

  -- $284.7 million classes A-1 through A-8, A-X, PO and A-R
     (senior certificates) 'AAA';
  -- $8.9 million class B-1 'AA';
  -- $4.5 million class B-2 'A';
  -- $3.4 million class B-3 'BBB';
  -- $2.2 million privately offered class B-4 'BB';
  -- $1.8 million privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 7.25%
subordination provided by the 2.90% class B-1, the 1.45% class B-
2, the 1.10% class B-3, the 0.70% privately offered class B-4, the
0.60% privately offered class B-5 and the 0.50% non-offered and
non-rated class B-6.  Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults, as well as
bankruptcy, fraud, and special hazard losses in limited amounts.  
In addition, the ratings reflect the quality of the mortgage
collateral, the strength of the legal and financial structures,
and the capabilities of IndyMac Bank, FSB as a servicer (rated
'RPS2+' by Fitch).

The mortgage pool will consist primarily of 30 year conventional,
fixed rate mortgage loans secured by first liens on one to four
family residential properties.  As of the cut-off date (July 1,
2007), the pool had an aggregate principal balance of
approximately $306,993,672.94.  The average loan balance is
$590,372.45, and the weighted average original loan-to-value ratio
for the mortgage loans in the pool is approximately 72.10%.  The
weighted average FICO credit score for the pool is approximately
696.  Cash-out and rate/term refinance loans represent 48.78% and
22.71% of the pool, respectively.  Second and investor-occupied
homes account for 3.68% and 12.38% of the pool, respectively.  The
states that represent the largest geographic concentration are
California (38.14%), New York (20.67%), and Florida (6.57%).


INVISTA B.V.: S&P Revises Outlook to Positive from Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on INVISTA
B.V. to positive from stable and raised its senior unsecured debt
rating on the company to 'BB-' from 'B+'.
     
At the same time, S&P affirmed its 'BB' corporate credit rating,
'BBB-' senior secured bank loan rating and '1' recovery rating.
     
"The outlook revision reflects the ongoing strength of INVISTA's
global fibers and chemical intermediates franchise, successful and
very significant cost reduction since the 2004 acquisition of the
former DuPont Textiles & Interiors business of E.I. DuPont de
Nemours & Co., and financial policies that could support a
slightly higher rating," said Standard & Poor's credit analyst
Cynthia Werneth.
     
Ms. Werneth added, "The one-notch upgrade of the senior unsecured
debt to one notch below the corporate credit rating was warranted
because the ratio of priority liabilities to adjusted total debt
has improved and is expected to remain at a level consistent with
the revised senior unsecured ratings."
     
At March 31, 2007, total debt was about $3.1 billion, adjusted to
include capitalized operating leases, asset retirement
obligations, and unfunded postretirement obligations totaling
roughly $500 million.
     
"We believe INVISTA's solid business risk profile could support a
slightly higher rating if financial policies remain unchanged,"
Ms. Werneth said.  "Therefore, we could raise the ratings by one
notch during the next few quarters if overall earnings remain
relatively stable in the face of weakness in the polyethylene
terephthalate packaging resins and U.S. housing markets and still-
volatile raw material costs, if management maintains its
disciplined approach to growth, and if debt leverage does not
increase materially.  On the contrary, S&P could revise the
outlook to stable or negative or lower the ratings in the event of
greater-than-expected earnings volatility or unforeseen business
challenges; a large, debt-financed acquisition; or unexpectedly
large shareholder rewards."


J.P. MORGAN: Moody’s Affirms Low-B Ratings on Eight Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 21 classes of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-LN1 ass:

-- Class A-1, $183,932,868, affirmed at Aaa
-- Class A-1A, $341,821,005, affirmed at Aaa
-- Class A-2, $381,494,000, affirmed at Aaa  
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $34,547,000, affirmed at Aaa
-- Class C, $13,518,000, upgraded to Aaa from Aa2
-- Class D, $30,040,000, upgraded to Aa3 from A1
-- Class E, $15,020,000, upgraded to A2 from A3
-- Class F, $16,522,000, upgraded to A3 from Baa1
-- Class G, $13,519,000, affirmed at Baa2
-- Class H, $16,522,000, affirmed at Baa3
-- Class J, $6,008,000, affirmed at Ba1
-- Class K, $12,016,000, affirmed at Ba2
-- Class L, $6,008,000, affirmed at Ba3
-- Class M, $10,514,000, affirmed at B1
-- Class N, $3,004,000, affirmed at B2
-- Class P, $3,004,000, affirmed at B3
-- Class PS-1, $10,857,078, affirmed at A2
-- Class PS-2, $5,281,822, affirmed at A3
-- Class PS-3, $5,184,010, affirmed at Baa1
-- Class PS-4, $6,357,748, affirmed at Baa2
-- Class PS-5, $6,357,748, affirmed at Baa3
-- Class PS-6, $10,563,644, affirmed at Ba1
-- Class PS-7, $9,194,282, affirmed at Ba2

As of the July 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 7.6% to
$1.16 billion from $1.26 billion at securitization.  The
Certificates are collateralized by 186 mortgage loans.  The loans
range in size from less than 1% to 5.3% of the pool, with the top
10 loans representing 27% of the pool.  The pool consists of one
shadow rated loan, representing 5.3% of the pool.  Eighteen loans,
representing 14.5% of the pool, have defeased and have been
replaced with U.S. Government securities.

There have been no loans liquidated from the trust.  One loan,
representing 0.8% of the pool, is in special servicing.  Moody's
is estimating $2.7 million of losses from the specially serviced
loan.  Seventeen loans, representing 7.6% of the pool, are on the
master servicer's watchlist.  There is also a $53.8 million non-
pooled subordinate note collateralized by the One Post Office
Square Loan that is included in the trust and supports non-pooled
Classes PS-1 through PS-7.

Moody's was provided with partial- or full-year 2005 and partial-
year 2006 operating results for 99% of the pool.  Moody's loan to
value ratio for the conduit component is 85.1%, compared to 89.7%
at last review and compared to 89.8% at securitization.  Moody's
is upgrading Classes C, D, E and F due to defeasance, increased
credit support and stable overall pool performance.

The shadow rated loan is the One Post Office Square Loan
($58.7 million --5.3%), which represents a 50% participation
interest in a $117.5 million first mortgage loan secured by a
766,000 square foot Class A office building located in Boston,
Massachusetts.  Moody's current shadow rating is Aa3, the same as
at last review.  There is also a $53.8 million non-pooled
subordinate note that is included in the trust that supports non-
pooled Classes PS-1 through PS-7.

The top three conduit loans represent 9.6% of the outstanding pool
balance.  The largest conduit loan is the IAC International Cargo
Port Loan ($48.5 million -- 4.4%), which is secured by a 376,000
square foot industrial/office property located in the former South
Boston Army Base in Boston, Massachusetts.  Moody's LTV is 96.7%,
compared to 99.1% at last review and compared to 94.8% at
securitization.

The second largest conduit loan is the Sheraton Inner Harbor Hotel
Loan ($33.7 million -- 3%), which is secured by a 337-room full
service hotel located in the Inner Harbor of Baltimore, Maryland.
Occupancy and RevPAR for calendar year 2005 were 76% and $139.08,
respectively, compared to 73% and $109 at last review and compared
to 71% and $105 at securitization.  Moody's LTV is 83.5% compared
to 86.6% at last review and compared to 89.2% at securitization.

The third largest conduit loan is the Chasewood Office Portfolio
Loan ($24.5 million - 2.2%), which is secured by two suburban
office buildings totaling 250,778 square feet located in Houston,
Texas.  Moody's LTV is 89.7% compared to 92% at last review and
compared to 97.9% at securitization.


J.P. MORGAN: Moody’s Holds Low-B Ratings on Five Cert. Classes
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 25 classes of
J.P. Morgan Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-LDP5 as:

-- Class A-1, $229,756,854, affirmed at Aaa
-- Class A-2, $297,502,000, affirmed at Aaa
-- Class A-2FL, $200,000,000, affirmed at Aaa
-- Class A-3, $171,451,000, affirmed at Aaa
-- Class A-4, $1,395,870,000, affirmed at Aaa
-- Class A-SB, $169,455,000, affirmed at Aaa
-- Class A-1A, $450,441,257, affirmed at Aaa
-- Class A-M, $419,702,000, affirmed at Aaa
-- Class A-J, $299,038,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $26,231,000, affirmed at Aa1
-- Class C, $73,448,000, affirmed at Aa2
-- Class D, $41,970,000, affirmed at Aa3
-- Class E, $20,985,000, affirmed at A1
-- Class F, $52,463,000, affirmed at A2
-- Class G, $36,724,000, affirmed at A3
-- Class H, $52,463,000, affirmed at Baa1
-- Class J, $41,970,000, affirmed at Baa2
-- Class K, $62,955,000, affirmed at Baa3
-- Class HG-1, $27,000,000, affirmed at Ba3
-- Class HG-2, $24,000,000, affirmed at B1
-- Class HG-3, $40,800,000, affirmed at B2
-- Class HG-4, $32,400,000, affirmed at B3
-- Class HG-X, $130,000,000, affirmed at Ba3

As of the June 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 0.6% to
$4.10 billion from $4.13 billion at securitization.  The
Certificates are collateralized by 196 loans, ranging in size from
less than 1% to 8% of the pool, with the top 10 loans representing
45.2% of the pool.  

The pool includes two shadow rated loans, representing 11% of the
pool.  No loans have defeased.  The pool has not realized any
losses since securitization.  One loan, representing 0.4% of the
pool, is in special servicing.  Moody's is estimating about
$2.5 million of losses from the specially serviced loan.  Eighteen
loans, representing 7.1% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full- and partial-year 2006 operating
results for 82.5% and 88.6%, respectively, of the pool.  Moody's
weighted average loan to value ratio for the conduit component is
100.5%, compared to 100.3% at securitization, resulting in an
affirmation of all classes.

The largest shadow rated loan is the Houston Galleria Loan
($290 million -- 7%), which is secured by the borrower's interest
in a 1.5 million square foot, regional mall (1.2 million square
feet of collateral) located in Houston, Texas.  The loan
represents a 50% pari-passu interest in a $580 million loan.

There is also a $130 million non-pooled trust junior component and
a $110 million junior component held outside the trust.
Performance has declined due to higher expenses.  The loan is
interest only for its entire term.  Moody's current shadow rating
is Baa2, the same as at securitization.  Non-pooled Classes HG-1,
HG-2, HG-3, HG-4 and HG-X are secured solely by this asset.

The second shadow rated loan is the Jordan Creek Loan
($170.5 million -- 4.1%), which is secured by the borrower's
interest in a 1.5 million square foot, regional mall
(939,085 square feet of collateral) located in West Des Moines,
Iowa.  Moody's current shadow rating is Baa3, the same as at
securitization.

The top three conduit loans represent 18.4% of the pool.  The
largest conduit loan is the Brookdale Office Portfolio Loan
($335 million -- 8%), which is secured by the fee interests in 18
office buildings and leasehold interests in three office buildings
containing a total of 3.1 million square feet.  The properties are
located across six states including Florida
(65.2% of the allocated loan amount), Georgia (23.4%), Texas
(5.2%), North Carolina (3.6%) and Kentucky (1.5%).  There is also
a junior non-pooled loan component of $81million.  This loan is
interest only for the first five years of the term, amortizing on
a 360-month schedule thereafter.  Moody's LTV is 76.5%, compared
to 77.5% at securitization.

The second largest conduit loan is the Selig Office Portfolio Loan
($242.0 million -- 5.8%), which is secured by a portfolio of seven
cross-collateralized and cross-defaulted office properties
containing a total of 1.5 million square feet located in Seattle,
Washington.  The loan is interest only for its entire term.
Moody's LTV is in excess of 100%, the same as at securitization.

The third largest conduit loan is the 2 Grand Central Tower Loan
($190 million -- 4.6%), which is secured by a 636,242 square foot
office building located in New York City.  The loan is interest
only for its entire term.  Moody's LTV is in excess of 100%, the
same as at securitization.


J.P. MORGAN: Moody’s Lowers Ratings on Three Certificate Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the ratings of three classes and affirmed the ratings
of 12 classes of J.P. Morgan Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2002-C2 as:

-- Class A-1, $158,198,924, affirmed at Aaa
-- Class A-2, $606,587,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $41,256,000, upgraded to Aaa from Aa1
-- Class C, $10,314,000, upgraded to Aaa from Aa2
-- Class D, $28,363,000, upgraded to Aa3 from A2
-- Class E, $14,182,000, upgraded to A2 from A3
-- Class F, $19,339,000, affirmed at Baa2
-- Class G, $12,892,000, affirmed at Baa3
-- Class H, $15,471,000, affirmed at Ba1
-- Class J, $11,603,000, affirmed at Ba2
-- Class K, $3,868,000, affirmed at Ba3
-- Class L, $7,736,000, affirmed at B1
-- Class M, $3,867,000, affirmed at B2
-- Class N, $5,157,000, affirmed at B3
-- Class SP-1, $5,194,272, downgraded to Ba3 from Ba1
-- Class SP-2, $7,921,547, downgraded to B1 from Ba2
-- Class SP-3, $5,335,484, downgraded to B2 from Ba3

As of the July 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 7.4% to
$973.6 million from $1.1 billion at securitization.  The
Certificates are collateralized by 106 mortgage loans ranging in
size from less than 1% to 11.8% of the pool.  The pool includes
three shadow rated loans which comprise 13.7% of the pool.  
Thirty-one loans, representing 36.4% of the pool, have defeased
and are collateralized by U.S. Government securities.

One loan has been liquidated from the pool resulting in a realized
loss of about $775,000.  Currently there is one loan in special
servicing.  Moody's is not estimating a loss on this specially
serviced loan.  Twenty loans, representing 11.9% of the pool, are
on the master servicer's watchlist.

Moody's was provided with full-year 2006 operating results for
78.8% of the pool.  Moody's loan to value ratio for the conduit
component is 88%, compared to 87.1% at Moody's last full review in
August 2005 and compared to 89.8% at securitization.  Although the
overall performance of the pool has been relatively stable, LTV
dispersion has increased significantly since last review.  

Based on Moody's analysis, 16.9% of the conduit pool has a LTV
greater than 100% compared to 3.6% at last review and 0.0% at
securitization.  Moody's is upgrading Classes B, C, D and E due to
defeasance, stable overall pool performance and increased
subordination levels.  Moody's is downgrading non- pooled Classes
SP-1, SP-2 and SP-3 due to a decline in the performance of the
Simon Portfolio II Loan.

The largest shadow rated loan is the Simon Portfolio II Loan
($112.4 million - 11.8%), which is secured by the borrower's
interest in two regional malls totaling 1.9 million square feet
and a 494,000 square foot power center.  The collateral securing
the loan totals 1 million square feet.  The portfolio includes
Century III Mall (Pittsburg, Pennsylvania; 64% allocated balance),
Longview Mall (Longview, Texas; 24.1%) and Highland Lakes Shopping
Center (Orlando, Florida; 11.9%).  The portfolio was 75% occupied
as of March 2007, compared to 79.6% at last review and compared to
86% at securitization.  Sales of in-line tenants have declined
since Moody's last review for two of the three centers.  The
portfolio is also encumbered by three subordinate loans totaling
$18.4 million, which secure non-pooled Classes SP-1, SP-2 and SP-
3.  Moody's current shadow rating on the senior loan is Ba2,
compared to Baa3 at last review.

The second shadow rated loan is the 600 Fifth Avenue Loan
($23.3 million - 2.4%), which is secured by a leased fee interest
in a land parcel located in New York City.  The parcel is improved
with a 354,000 square foot office building that is part of the
Rockefeller Center Complex.  Moody's current shadow rating is Aaa,
the same as at last review.

The third shadow rated loan is the U-Haul Portfolio Loan
($14.4 million - 1.5%), which is secured by five self storage
facilities located in California (2), Florida (2) and South
Dakota.  Moody's current shadow rating is Baa1, the same as at
last review.

The top three non defeased conduit loans represent 8.1% of the
outstanding pool balance.  The largest conduit loan is the ARC
Portfolio A Loan ($36 million - 3.8%), which is secured by 10
manufactured housing communities containing 1,965 pads.  The
communities are located in Texas (5), Colorado (3), California,
Kansas and Illinois.  The portfolio was 85.5% occupied as of
March 31, 2007, compared to 82.8% at last review.  The portfolio's
financial performance has been impacted by increased expenses.
Moody's LTV is 90.9%, compared to 85.6% at last review.

The second largest conduit loan is the Power Plant Live Loan
($20.8 million -- 2.2%), which is secured by a 249,000 square foot
mixed use/office property located in Baltimore, Maryland.  The
property was 87.1% occupied as of March 2007, compared to 93% at
securitization.  Moody's LTV is 84.7%, essentially the same as at
last review.

The third largest conduit loan is the Circuit City Distribution
Center Loan ($20.8 million -- 2.2%), which is secured by a
1.1 million square foot industrial building located in Marion,
Illinois.  The property is 100% leased to Circuit City through
2021.  Moody's LTV is 77.7%, compared to 80.4% at last review.


JARDEN CORP: Moody’s Holds B1 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed Jarden's B1 Corporate Family
Rating and Probability of Default Ratings as well as the Ba3
rating for the company's senior secured term loan and the B3
rating for the company's senior subordinated debt.  The rating
outlook remains positive.  

At the same time Moody's downgraded the rating on the company's
existing senior secured revolving credit facility to Ba3 from Ba2.
These actions result from the proposed change in Jarden's
financing plans for its acquisition of K2 Inc. from those
initially outlined in the press release dated July 19, 2007.

Specifically, Jarden announced that it will no longer proceed with
the proposed $400 million Inventory Only Asset Based Revolver, not
rated by Moody's.  In lieu thereof the company will:

   i. increase its existing secured term loan by $700 million (was
      to be increased by $500 million) under the 'accordion'
      option and

  ii. it will retain the existing $200m secured revolving credit
      facility (previously, this facility was to be cancelled).

This change in the transaction structure does not impact the Ba3
rating previously assigned to the secured term loan facility or
the B3 rating of the company's subordinated debt.With respect to
the existing $200 million secured revolver, Moody's stated on
July 19, 2007 that as Jarden anticipated canceling this facility,
Moody's anticipated withdrawing the Ba2 rating on this facility
upon termination.  The company now expects to retain this facility
following the closing of the transaction and as a result the
rating for this facility has been lowered to Ba3 from Ba2
reflecting the change in relative capital structure mix.

Moody's continues to expect to withdraw all K2 Inc. ratings upon
closing and successful tender for outstanding rated debt of K2.

This rating has been affirmed:

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

These ratings have been lowered, and assessments amended

-- $200m senior secured revolving credit facility -- to Ba3 (LGD
    3 33%) from Ba2 (LGD 2 29%)

These ratings have been affirmed and assessments amended:

-- $1.675 Billion (increased from $1.475 billion) senior secured
    term loan at Ba3 (LGD 3 33% was LGD 3 36%)

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

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


JUSTIN MORGAN: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Justin R. Morgan
        fdba The Morgan Law Firm
        fdba Hamilton, Morgan, Sexton, & Berry
        fdba Hamilton & Morgan
        3901 Rapid Run Drive, Apartment 412
        Lexington, KY 40515

Bankruptcy Case No.: 07-51404

Type of business: The Debtor is a law firm that specializes, among
                  others, in auto accidents, defective products
                  and medical malpractice.

Chapter 11 Petition Date: July 25, 2007

Court: Eastern District of Kentucky (Lexington)

Judge: William S. Howard

Debtor's Counsel: Michael L. Baker, Esq.
                  Ziegler & Schneider, P.S.C.
                  541 Buttermilk Park, Suite 500
                  P.O. Box 175710
                  Covington, KY 41017-5710
                  Tel: (859) 426-1300

Total Assets: $1,004,700

Total Debts:  $2,276,177

Debtor's 18 Largest Unsecured Creditors:

  Entity                      Nature of Claim       Claim Amount
  ------                      ---------------       ------------
Internal Revenue Service    income taxes;             $223,349
Centralized Insolvency      payroll taxes
Operations
P.O. Box 21126
Philadelphia, PA 19114

                            real estate;              $112,771
                            value of
                            security:
                            $80,000

                                                      $180,000

Joseph DiNardo, Esq.        co-counsel                $500,000
90 Bryant Woods South,      agreement
Suite 100
Amherst, NY 14228

Patrice P. Morgan           property settlement       $336,604
300 Irvine Road
Lexington, KY 40502

O. Lee Hamilton, III                                  $250,000
8244 Old Federal Road
Montgomery, AL 36117

National City Bank          judgment; office          $130,000
                            equipment

Key Bank                    student loan              $100,460

Transwestern Publishing     trade debt                 $96,183

Patrice P. Perlman          support and                $75,000
                            maintenance

Gess Mattingly & Atchison,  attorney fees              $50,000
P.S.C.

Verizon Directories Corp.   trade debt                 $50,000

Central Bank & Trust Co.    vehicle                    $22,100

F. Jerry Anderson                                      $20,000

Wise DelCotto, P.L.L.C.     legal fees                 $17,530

Jeremy R. Morgan            personal loans             $16,100

John Robert Morgan          personal loans             $12,500

American Founders Bank                                 $10,120

Cheryl Shropshire           trade debt                  $9,000

Cobalt Publishing           trade debt                  $7,851


KARA HOMES: Seeks 60-Day Extension to File a Final Plan
-------------------------------------------------------
Kara Homes Inc. and its debtor-affiliates expect the
U.S. Bankruptcy Court for the District of New Jersey
to approve the Disclosure Statement explaining
their Amended Chapter 11 Plan of Reorganization today,
Bill Rochelle of Bloomberg News reports.

However, Bloomberg says, to give way to unforeseen
problems that might delay the approval, the Debtors also
asked the Court for a 60-day extension of their exclusive
period to file a plan, which expires on Aug. 10, 2007.

The Debtors had been amending their Plan, the latest
of which was Wednesday last week, after resolution
of some objections to the Plan at a July 19 hearing.

Citing the Debtors' lawyers, Bloomberg relates that only
“fine tuning” remains before creditors can vote on the
Plan.

As reported in the Troubled Company Reporter on July 5, 2007,
the Debtors filed with the Court an Amended Plan which provides
that Holders of Municipal Tax and Municipal Utility Authorities
Claims will be paid in full.  Upon full payment of these
claims, any lien securing the claim will be cancelled.

Holder of Senior Secured Mortgage Claims against Kara Homes Inc.,
Bergen Mills Estates, LLC, and Horizons at Woods Landing, LLC.,
termed as the Operating Debtors, will either:

  i. receive title to and surrender of their collateral in
     exchange for release of any lien, security interest, or
     other encumbrance securing repayment of any and all claim
     held by the holders against the Operating Debtors; or

ii. be paid by the applicable Operating Debtor under the terms
     of the applicable agreement under which the claim arose,
     provided that the applicable Operating Debtor will cure
     any arrearages under the agreement.

At the option of Galloway Woods, LLC, Hartley Estates by Kara,
LLC, Horizons at Birch Hill, LLC, and Horizons at Shrewsbury
Commons, LLC, the Liquidating Debtors, Holders of Senior Secured
Mortgage will either:

  i. receive the collateral of the their claims; or

ii. schedule a sale pursuant to Section 363 of the Bankruptcy
     Code.

Any and all of the applicable liens in favor of the Holders
of Secured Claim, if any, against any of the Operating and
Liquidating Debtors will attach to, and be satisfied from, the
value realized from its collateral in the order of their priority.
In the event that the value realized from a secured creditor's
collateral is less than the amount of its allowed Secured Claim,
the holder will have a deficiency claim.

General Unsecured Claims against the Operating and Liquidating
Debtors will receive a pro rata share of:

  i. cash payment; and

ii. proceeds, if any, of any causes of action commenced by
     the litigation trust.

Under the Plan, each holder of Equity Interest against the
Operating and Liquidating Debtors will be expunged, extinguished
and all outstanding stock and membership interest will be
cancelled.

                       About Kara Homes

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.  
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors' crisis
manager.  The Debtors engaged Perry M. Mandarino as chief
restructuring officer, and Anthony Pacchia as chief financial
officer.  When Kara Homes filed for protection from its creditors,
it listed total assets of $350,179,841 and total debts of
$296,840,591.


KIMBALL HILL: Moody’s Downgrades Corporate Family Rating to B2
--------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of Kimball
Hill, Inc, including the company's corporate family rating to B2
from B1 and senior subordinated notes rating to Caa1 from B3.  The
ratings outlook was changed to negative from stable.

The downgrades and negative outlook reflect Moody's expectation
that:

   i. cash flow generation in fiscal 2007 and 2008 will be
      insufficient to permit significant debt pay-down;

  ii. the company's earnings for 2007 and 2008 will likely be
      negative;

iii. the compliance with the relaxed interest coverage covenant
      will be challenging in fiscal 2007 and 2008;

  iv. the company will need to rely on its $500 million credit
      facility all through fiscal 2007 and 2008; and

   v. the company's debt leverage is not projected to decline.

Going forward, the company's outlook could stabilize if Moody's
were to project Kimball Hill to generate strongly positive cash
flow from operations and use the cash flow to pay down debt, thus
reducing its interest burden and widening the headroom under its
interest coverage covenant.  

The ratings could decline further if Moody's were to project
these:

   i. the company to have difficulty in complying with the   
      covenants governing its credit facility;

  ii. leverage to increase above 60% in fiscal 2008; or

iii. cash flow generation on a trailing twelve month basis to
turn negative.

These ratings were lowered:

-- Corporate family rating, lowered to B2 from B1;

-- Probability of Default rating, lowered to B2 from B1;

-- $203 million of senior subordinated notes due December 2012,
    lowered to Caa1 (LGD-6, 90%) from B3 (LGD-5, 89%).

Founded in Chicago in 1969, Kimball Hill, Inc. is one of the
largest private homebuilders in the U.S. Homebuilding revenues and
consolidated net income for the trailing twelve months ended
March 31, 2007 were about $1.1 billion and $(19) million,
respectively.


KLINGER ADVANCED: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Klinger Advanced Aesthetics, LLC
        The Mall at Short Hills
        Suite A-139
        1200 Morris Turnpike
        Short Hills, NJ 07078

Bankruptcy Case No.: 07-20459

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                Case No.
       ------                                --------
       Anushka PBG Acquisition Sub, LLC      07-20460
       Anushka Boca Acquisition Sub, LLC     07-20461
       Wild Hare Acquisition Sub, LLC        07-20462
       Dischino Corporation                  07-20463
       GK Acquisition LLC                    07-20464
       Georgette Klinger LLC                 07-20465

Type of Business: The company emphasizes the integration of
                  treatments, services (ranging from salon
                  and spa treatments to light medical) and
                  products administered simultaneously.
                  See http://www.aai.com/

Chapter 11 Petition Date: July 25, 2007

Court: District of New Jersey (Newark)

Debtors' Counsel: John K. Sherwood, Esq.
                  Lowenstein Sandler P.C.
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  Fax: (973) 597-2400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
CIGNA HealthCare                                 $370,237
900 Cottage Grove Road
Hartford, CT 06152

Raspberry Red                                    $223,872
1200 Wall Street West
Lyndhurst, NJ 07071

Janoff & Olshan, Inc.                            $206,099
654 Madison Avenue 12th Floor
New York, NY 10021

NorthPark Partners, L.P.                         $199,951

AICCO, Inc.                                      $172,270

The Chevy Chase Land Company                     $144,075

Allergan                                         $127,747

South Coast Plaza                                $107,684

Water Tower LLC                                   $74,371

Keratase Paris                                    $66,340

Innovative Skincare                               $65,735

Straitshot Communications                         $61,494

Steiner Product Support US, LLC                   $57,872

UT Southwestern                                   $47,020

Sypriya Tomar, M.D.                               $45,707

The Pyle Group, LLC                               $44,600

PGA Commons LLC                                   $36,230

Short Hills Associates LLC                        $35,239

Washingtonian                                     $32,010

Worth Avenue Associates                           $31,357


KOGER MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Koger Management Group, Inc.
        dba Tri-State Management
        4105 Rust Road
        Fairfax, VA 22030

Bankruptcy Case No.: 07-11947

Type of business: The Debtor is a community association management
                  firm.  See http://www.kogermanagement.com

Chapter 11 Petition Date: July 26, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, P.L.C.
                  700 South Washington Street, Suite 216
                  Alexandria, VA 22314
                  Tel: (703) 549-5010
                  Fax: (703) 549-5011

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

  Entity                      Nature of Claim       Claim Amount
  ------                      ---------------       ------------
River Place South                                     $437,473
Whiteford Taylor Preston
1025 Connecticut Avenue,
Suite 400
Washington, D.C. 20036

Watergate of Alex                                     $340,417
K.P.A. Management
6400 Arlington Boulevard,
Suite 700
Falls Church, VA 22042

Pitney Bowes                                           $93,587
100 Shockhoe Slip
Richmond, VA 23219

G.E. Capital                                           $34,008
Naperville, IL

G.E. Capital                                           $34,008
Pittsburgh, PA

Ramsey, Bruce                                          $12,537

Tara Wood H.O.A.                                       $12,448

Stoneridge Knoll Condo                                 $12,231

I.O.S. Capital                                         $12,218

Countrywalk Cluster                                     $8,269

Churchill Square H.O.A.                                 $7,837

W.C.C. Cable                                            $7,621

Barrister Keepe H.O.A.                                  $6,700

Brookland Heights H.O.A.                                $5,872

Mustang Crossing H.O.A.                                 $5,435

Village Park H.O.A.                                     $5,404

Fairfax Landing H.O.A.                                  $5,359

Springfield Glen, H.O.A.                                $5,320

Ashburton Manor                                         $5,000

Sycamore Ridge Condo                                    $3,795


KYPHON INC: Inks $3.9 Billion Merger Deal with Medtronics
---------------------------------------------------------
Kyphon Inc. disclosed that it has signed a definitive merger
agreement with Medtronic, Inc., under which Medtronic will acquire
all of the outstanding shares of Kyphon for $71 per share in cash.

The transaction, which was unanimously approved by the boards of
directors of both companies, is valued at approximately
$3.9 billion.  This excludes $320 million in payments associated
with the St. Francis Medical Technologies, Inc. and Disc-O-Tech
Medical Technologies, Ltd. transactions.

The acquisition price represents a 32% premium over Kyphon's
closing stock price on July 26, 2007 of $53.68 and a 35% premium
over Kyphon's 30-day average trading price of $52.76 per share.  

The transaction, which is anticipated to close in the first
calendar quarter of 2008, is expected to be neutral to Medtronic
earnings in the first full fiscal year after closing and accretive
thereafter.  Medtronic expects the merger to yield significant
revenue, cost and tax synergies.

"We expect our combination with Kyphon to help accelerate the
growth of Medtronic's existing spinal business by extending our
product offerings into some of the fastest growing product
segments and enabling us to provide physicians with a broader
range of therapies for use at all stages of the care continuum,"
said Art Collins, chairman and chief executive officer of
Medtronic.  "Importantly, the combination will also enable more
patients of all ages to receive the benefits of modern, minimally
invasive spinal treatments earlier in their care, with life-style
friendly options that are simpler, faster and less invasive than
many traditional surgical treatments.

"We have great respect for Rich Mott and his team and look forward
to Kyphon's employees joining Medtronic at the close of the
transaction.  Kyphon's world-class, global sales force will play a
central role in the continued development of our spinal business,"
Mr. Collins concluded.

"We are very enthusiastic about the opportunity to deliver
outstanding value for our shareholders that fully reflects
Kyphon's innovation and growth potential. This merger also
combines two recognized industry leaders in spinal treatments,"
said Richard Mott, president and chief executive officer of
Kyphon.  "By merging our complementary strengths and collective
resources into one organization, we will meaningfully increase our
ability to ensure we meet the needs of our clinician customers
around the world and the patients they serve.  This combination
also offers our employees the opportunity to become part of an
organization with a shared vision and the depth of resources that
are increasingly beneficial for sustained success in our industry.  
We look forward to working with Medtronic to complete the
transaction quickly and seamlessly.  Our board of directors
believes that this acquisition is in the best interests of our
shareholders, employees and other stakeholders and has unanimously
voted to recommend that Kyphon shareholders vote in favor of it."

The two companies' product lines and geographic presence are
highly complementary.  While both companies have expertise in
minimally invasive, highly effective treatments, Medtronic's
spinal surgery focus has been on providing treatment options for
younger patients who are suffering from scoliosis and degenerative
disc disease in the cervical and lumbar spine.  Kyphon's focus has
been on treating older patients suffering from vertebral
compression fractures and spinal stenosis.  Together, the combined
entity will be able to leverage its knowledge of modern fusion,
dynamic stabilization, artificial disc replacement, biologics,
vertebral augmentation, interspinous process decompression, disc
disease diagnosis, navigation and minimally invasive techniques to
serve patients with a broader variety of spinal disorders in order
to alleviate pain and restore health for more patients.

The combined entity will also have a larger and expanded base of
customers than Medtronic serves alone.  Medtronic primarily serves
orthopaedic and neurological surgeons who specialize in spinal
surgery.  Kyphon serves these same physicians and also has a
significant customer base with interventional radiologists and
interventional neuroradiologists.

The transaction will be financed by a combination of cash on the
balance sheet and debt.

The transaction is subject to customary closing conditions,
including approval by antitrust regulators as well as Kyphon
shareholders.

Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to
Medtronic and Goldman, Sachs & Co. and Piper Jaffray are acting as
financial advisors.

Latham & Watkins LLP is acting as legal advisor to Kyphon and
JPMorgan is acting as financial advisor.

                          About Medtronic

Headquartered in Minneapolis, Medtronic, Inc. (NYSE: MDT) --
http://www.medtronic.com/-- is the global leader in medical  
technology — alleviating pain, restoring health, and extending
life for millions of people around the world.

                         About Kyphon

Kyphon Inc. (NASDAQ: KYPH) -- http://www.kyphon.com/-- and --  
http://www.spinalfracture.com/-- develops and markets medical  
devices designed to restore and preserve spinal function and
diagnose the source of low back pain using minimally invasive
technologies.  The company's products are used in balloon
kyphoplasty for the treatment of spinal compression fractures
caused by osteoporosis or cancer, in the Functional Anaesthetic
Discography(TM) (F.A.D.(TM)) procedure for diagnosing the source
of low back pain, and in the Interspinous Process Decompression
(IPD(r)) procedure for treating the symptoms of lumbar spinal
stenosis.


LANDRY'S RESTAURANT: Financial Needs Cue S&P's Junk Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston,
Texas-based Landry's Restaurant Inc. and its Las Vegas-based
subsidiary Golden Nugget Inc., including the corporate credit
ratings, to 'CCC' from 'B+'.  The ratings remain on CreditWatch
with negative implications, where they had been placed with
negative implications on March 16, 2007, because of its failure to
file its 10-K for fiscal 2006 and its 10-Q for the first-quarter
2007.  However, the CreditWatch listing has been changed to
Developing.
      
"The downgrade reflects the company's need to seek new financing
to fund the accelerated redemption of the unpaid principal and
accrued interest on its $400 million 7.50% senior unsecured notes
due 2014," explained Standard & Poor's credit analyst Charles
Pinson-Rose.  The downgrade also follows the recent announcement
that holders of notes at Landry's are accelerating payment as a
result of Landry's financial reporting delay. Standard & Poor's
will review the ratings once the company's financing plans are
announced.  "We could lower ratings if the company is unable to
obtain new financing to fund the redemption," added Mr. Pinson-
Rose.


LE-NATURE'S INC: Trustee Drops Request to Sell Latrobe Plant
------------------------------------------------------------
R. Todd Neilson, the Chapter 11 Trustee appointed in Le Nature's
Inc. and its debtor-affiliates' bankruptcy cases, has withdrawn
his request to sell the Debtors' Latrobe, Penn. bottling plant
for $20 million to Giant Eagle Inc., Bill Rochelle of Bloomberg
News reports.

According to the report, court records did not explain why
Mr. Neilson is not going forward with the sale.  Neither his
counsel, nor attorneys for the Official Committee of Unsecured
Creditors would return phone calls inquiring about the status of
the sale, Bloomberg says.

Late June 2007, the Trustee asked the U.S. United States
Bankruptcy
Court for the Western District of Pennsylvania regarding an
asset purchase agreement he entered with Giant Eagle for the
sale of the Debtors' assets.  Under that agreement, $18 million of
the purchase price will be paid to Giant Eagle on the closing
date, with a $2 million indemnification holdback deposited into
an interest bearing escrow account for a 12 month period.

Gordon Brothers Industrial LLC and Harry Davis & Company, the
Trustee's exclusive sale agent, were expected to assist in the
market and sale of the Debtors' assets.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices      
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LEVEL 3: Posts $202 Million Net Loss in Second Quarter of 2007
--------------------------------------------------------------
Level 3 Communications Inc. reported net loss for the second
quarter 2007 was $202 million, compared to a net loss of $647
million for the previous quarter.  Included in the net loss for
the first quarter 2007 was a $427 million loss on the
extinguishment or refinancing of long-term debt.

Consolidated revenue was $1.052 billion for the second quarter
2007, compared to consolidated revenue of $1.056 billion for the
first quarter 2007.  

“While we have a great deal of work remaining, we made good
progress on our overall integration of acquired companies,” James
Q. Crowe, CEO of Level 3, said.  “We are pleased with the
continued positive operating environment in terms of demand and
importantly, our efforts from integration and continued cost
savings resulted in improved profitability and growth in
Consolidated Adjusted EBITDA.”

               Consolidated Cash Flow and Liquidity

During the second quarter 2007, Unlevered Cash Flow was negative
$64 million, versus negative $69 million for the previous quarter.  
Consolidated Free Cash Flow for the second quarter 2007 was
negative $141 million, versus negative $248 million for the
previous quarter, resulting primarily from a decrease in net cash
interest expense partially offset by higher capital expenditures.  
Net cash interest expense for the second quarter 2007 was $77
million.

Working capital was a use of cash in the quarter, primarily from a
reduction in accounts payable and an increase in accounts
receivable as days sales outstanding increased during the quarter.

As of June 30, 2007, the company had cash and marketable
securities of approximately $807 million.

                          About Level 3

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is an international
communications company.  The company provides a comprehensive
suite of services over its broadband fiber optic network including
Internet Protocol (IP) services, broadband transport and
infrastructure services, colocation services, voice services and
voice over IP services.

                          *     *     *

Level 3 Communications Inc. and wholly owned subsidiary, Level 3
Financing Inc., holds Standard & Poor's Rating Services' 'B-'
corporate credit rating.  The outlook is stable.

The company's new $1 billion term loan carries Moody's Investors
Service's B1 rating and the company's $1 billion fixed and
floating rate notes at its Financing subsidiary carry Moody's B3
rating.  It also bears Moody's Caa1 corporate family rating with a
stable outlook.


LIONEL LLC: Disclosure Statement Hearing Moved to Aug. 27
---------------------------------------------------------
Lionel LLC and its debtor-affiliate, Liontech Company,
pushed back the hearing for approval of the Disclosure
Statement explaining their Chapter 11 Plan of Reorganization
from Aug. 2 to Aug. 27, 2007, Bill Rochelle of Bloomberg
News reports.

The Debtors' Plan, delivered in May 2007 to the U.S.
Bankruptcy Court for the Southern District of New York,
proposed that claims that will be paid in full with cash, plus
post-bankruptcy filing interest on the distribution date, include:

   * Debtor-in-Possession facility claims;
   * administrative claims;
   * professional fee claims;
   * priority tax claims;
   * secured claims; and
   * general unsecured claims.

The Debtors stated in their Plan that holders of intercompany
claims will be reinstated on the effective date.

Holders of Existing Lionel Membership Interest will be also
be retained, but, subject to potential dilution resulting from
the exercise of the management options, if issued, and issuance
of new Lionel membership interest to the new equity investor.

All existing Liontech Common Stock Interest will be retained by
the reorganized Lionel.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.
The Company filed for chapter 11 protection on Nov. 15, 2004
(Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh, Esq., at
O'Melveny & Myers LLP; and Adam Craig Harris, Esq., and Adam L.
Hirsch, Esq., at Schulte Roth & Zabel LLP represent the Debtor
in its restructuring efforts.  David M. LeMay, Esq., and
Francisco Vazquez, Esq., at Chadbourne & Parke, LLP, represent
the Official Committee of Unsecured Creditors.  When the Company
filed for bankruptcy, it listed assets between $10 million and
$50 million and debts of more than $50 million.


LIVE NATION: Moody’s Lifts B1 Term Loan & Credit Facility Ratings
-----------------------------------------------------------------
Moody's Investors Service upgraded Live Nation Worldwide Inc.'s
Senior Secured Term Loan and Revolving Credit Facility to Ba3 from
B1 and affirmed the company's SGL-3 speculative grade liquidity
rating following the company's $220 million Convertible Notes
offering.

Moody's also affirmed all other ratings for Live Nation, including
the company's B1 corporate family rating.  The outlook remains
stable.

The ratings upgrade for Live Nation's Senior Secured Term Loan and
Revolving Credit Facility is based on Moody's loss given default
methodology and results solely from Live Nation's $220 million
Convertible Notes offering which provides additional debt cushion
to the secured credit facility and enhances liquidity.  Proceeds
from the offering will be used to repay $90 million of the
company's term loan and outstanding balances under the revolving
credit facility.  The remainder will be used for general corporate
purposes.

The B1 corporate family rating continues to reflect the financial
risk posed by the inherent volatility of live entertainment, high
adjusted debt to EBITDA leverage and lack of free cash flow.  Live
Nation's rating is supported by its leading market position in the
live entertainment industry, significant geographic
diversification and the strong ties the company has with first-
tier concert and theater performers and their producers.

Ratings/Assessments Upgraded:

Live Nation Worldwide, Inc.

-- $285 million Senior Secured Revolver Ba3 (LGD3, 33%)
-- $325 million Term Loan Ba3 (LGD3, 33%)
-- $225 million Term Loan Ba3 (LGD3, 33%)

Ratings affirmed:

-- Corporate family rating B1;
-- Probability-of-default rating B1
-- SGL-3 speculative grade liquidity

The rating outlook is stable.

Live Nation Worldwide, Inc., headquartered in Beverly Hills,
California, owns, operates and/or exclusively books live
entertainment venues in the U.S. and Europe.


MADISON SQUARE: Fitch Lifts Rating on Class S Notes to BB+
----------------------------------------------------------
Fitch upgrades Madison Square 2004-1 Ltd.'s and Madison Square
2004-1 Corp.'s CMBS backed notes, series 2004-1 as:

  -- $18.5 million class M to 'AA+' from 'AA';
  -- $29.0 million class N to 'A+' from 'A';
  -- $29.0 million class O to 'A-' from 'BBB+';
  -- $28.0 million class P to 'BBB' from 'BBB-';
  -- $14.8 million class Q to 'BBB-' from 'BB+';
  -- $11.5 million class S to 'BB+' from'BB'.

These classes are affirmed by Fitch:

  -- $11.1 million class J at 'AAA'.
  -- $28.1 million class K at 'AAA';
  -- $122.7 million class L at 'AAA'.

Fitch does not rate class IO or T and classes A through H have
paid in full.

The upgrades are the result of paydown and subsequent increased
credit enhancement.  As of the July 2007 distribution date, the
transaction has paid down 44%, to $590.8 million from
$1.1 billion at issuance.  The trust has incurred $160.2 million
in losses to date, which have been absorbed by the non-rated
class T.

The certificates are collateralized by all or a portion of 32
classes of fixed rated commercial mortgage backed securities in
eight transactions, and one class of floating rated CMBS
transaction in one transaction.  The weighted average rating
factor of the underlying bonds is 35.6, corresponding to an
average rating of 'B-/CCC+', which is stable since issuance.  The
classes' ratings are based on Fitch's actual rating, or on Fitch's
internal credit assessment for those classes not rated by Fitch.

Additional credit enhancement is provided by an interest shortfall
reserve of $15 million and the paydown of additional principal
with interest collections otherwise paid to classes P through T,
as principal paydowns to classes J and K.

Delinquencies in the underlying transaction are as follows: 30
days: 0.0%; 60 days: 0.07%; 90+ days: 0.11%; Foreclosure: 0.22%;
and real estate owned (REO): 1.18%.

Of the underlying transactions, the largest loan in special
servicing is the Holiday Inn SunSpree Resort Hotel, an REO asset
that is the sole asset of CSFB 1998-FL1.  Representing 7.5% of
Madison Square 2004-1, the asset carries an appraisal reduction
amount of 82% of the scheduled balance of the asset.

Fitch remodeled the pool incorporating hypothetical losses for
loans currently in special servicing and VECTOR default and
recovery hurdles.  The credit enhancement levels are sufficient to
warrant the upgrades.

The ratings on the class J through O notes address the timely
payment of interest and ultimate repayment of principal.  The
ratings on the class P through S notes address the ultimate
payment of interest and ultimate repayment of principal.


MADRID RANCH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Madrid Ranch Estates X, LLC
        6473 Jonel Way
        Bonita, CA 91902

Bankruptcy Case No.: 07-03912

Chapter 11 Petition Date: July 24, 2007

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtor's Counsel: Michael Lusby, Esq.
                  2182 El Camino Real, Suite 205
                  Oceanside, CA 92054
                  Tel: (619) 967-5989

Total Assets: $6,000,000

Total Debts:  $4,100,000

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


MAGNACHIP SEMICON: July 1 Balance Sheet Upside-down by $408 Mil.
----------------------------------------------------------------
MagnaChip Semiconductor LLC reported on Thursday its results for
the second quarter ended July 1, 2007.

The company's consolidated balance sheet at July 1, 2007, showed
$721.8 million in total assets, $1.01 billion in total
liabilities, and $408.6 million in total unitholders' deficit.

The company reported a net loss of $45.3 million for the second
quarter ended July 1, 2007, compared with a net loss of
$132.1 million for the same period ended July 2, 2006.  Excluding
special charges, the loss was $31.9 million, compared to a net
loss of $38.4 million excluding special charges in the prior year
second quarter.

Sang Park, chairman and chief executive officer of MagnaChip
Semiconductor, commented, "The second quarter came in better than
our guidance, with revenues rising 28% from the first quarter.
This improvement is the result of design wins, enhanced new
product development, and strong operational execution, all of
which contributed to achievement of share gains at current and new
customer accounts.  We remain focused on growth and making 2007
the year of MagnaChip's recovery, as we focus on bringing high-
quality display solutions, imaging solutions, and foundry services
to the market faster."

Revenue for the three months ended July 1, 2007, was
$194.1 million, compared to $197.6 million in the second quarter
of 2006.

Gross margin was $27.8 million or 14.3% of revenue for the quarter
ended July 1, 2007, compared to $ 20.3 million or 10.3% of revenue
for the second quarter of 2006.

Operating expenses were $70.1 million in the current quarter.  
This included $13.4 million in special charges, which were
composed of $12.1 million in restructuring and impairment charges
for the company's oldest wafer fabrication facility and a
$1.3 million legal settlement.  Excluding special charges,
operating expenses for the second quarter of 2007 were
$56.8 million or 29.3% of revenue, compared to $56.0 million or
28.3% of revenue for the second quarter of 2006.

Operating loss was $42.4 million during the quarter.  Excluding
the special charges, the operating loss for the second quarter of
2007 was $29.0 million compared to $35.7 million before special
charges in the prior year's second quarter.

Net interest expense for the second quarter of 2007 was
$15.0 million, compared to $14.4 million in the second quarter of
2006.

Robert Krakauer, president and chief financial officer of
MagnaChip Semiconductor, said, "Our new product development and
operational execution continue to improve.  All three of our
business segments showed significant growth quarter over quarter.
As we drive for profitability, we are continuing our efforts to
increase our productivity, including both rationalization of older
facilities and upgrade of our 8 inch wafer capacity and process
technology to support new customer design wins."

                             Outlook

The company expects revenue for the third quarter ending
Sept. 30, 2007, to be flat compared to the second quarter of 2007.
Revenue is expected to rise again significantly in the fourth
quarter of 2007, as design wins hit large scale production volume
and seasonal holiday demand increases.

                About MagnaChip Semiconductor

MagnaChip Semiconductor -- http://www.magnachip.com/-- designs,    
develops, and manufactures mixed-signal and digital multimedia
semiconductors addressing the convergence of consumer
electronics and communications devices.  MagnaChip also provides
wafer foundry services utilizing CMOS high voltage, embedded
memory, and analog and power process technologies
for the manufacture of IC's for customer-owned designs.  
MagnaChip has world-class manufacturing capabilities and an
extensive portfolio of approximately 8,500 registered and
pending patents.  As a result, MagnaChip is a valued partner in
providing leading technology solutions to its customers
worldwide.

                          *     *     *

Moody's Investors Service, on April 20, 2007, downgraded
MagnaChip Semiconductor LLC's corporate family rating to B2 from
B1.  

On Feb. 13, 2007, Standard & Poor's Ratings Services lowered its
corporate credit rating on MagnaChip to 'B' from 'B+'.   At the
same time, S&P lowered the rating on MagnaChip's senior
unsecured debt to 'B' from 'B+' and rating on its senior
subordinated notes due 2014 to 'CCC+' from 'B-'.


MAJESCO ENTERTAINMENT: J. Gross and J. Sutton Adopt Trading Plans
-----------------------------------------------------------------
John Gross, Majesco Entertainment Co.’s Executive Vice President
and Chief Financial Officer, and Joseph Sutton, the company’s
Executive Vice President of Research and Development, each adopted
prearranged trading plans in accordance with the guidelines
specified by Rule 10b5-1 under the Securities and Exchange Act of
1934.

Mr. Gross’ plan provides for the sale of a maximum of 37,825
shares, subject to certain parameters, about 17,000 of which will
be used as a means of funding his tax liability relating to the
vesting of restricted stock occurring Aug. 3, 2007.

The plan expires on Feb. 3, 2008.  Mr. Sutton’s plan provides for
the sale of approximately 12,000 shares to be sold as a means of
funding his tax liability relating to the vesting of restricted
stock occurring Aug. 3, 2007.  The plan expires on Aug. 3, 2008.
Any sales under the 10b5-1 plans will be disclosed publicly
through appropriate filings with the Securities and Exchange
Commission.

Jesse Sutton, the company’s Interim Chief Executive Officer,
amended his Rule 10b5-1 prearranged trading plan to increase the
aggregate number of shares that may be sold under the plan in the
amount of 150,000 and to extend the expiration of the plan from
Sept. 30, 2007 to March 30, 2008.  The total number of shares
remaining eligible for sale under the plan is 460,000, subject to
the parameters of the plan.  Any sales under the 10b5-1 plan will
be disclosed publicly through appropriate filings with the
Securities and Exchange Commission.

                   About Majesco Entertainment

Headquartered in Edison, NJ, Majesco Entertainment Co. (NASDAQ:
COOL) -- http://www.majescoentertainment.com/-- provides digital    
entertainment products and content, with a focus on publishing
video games for leading portable systems and the Wii(TM) console.  
Current product line highlights include Cooking Mama for the
Nintendo DS(TM), Bust-A-Move Bash! for the Wii(TM) console and
JAWS(TM) Unleashed, as well as digital entertainment products like
Strawberry Shortcake(TM) Dance Dance Revolution(R).

                        *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Goldstein Golub Kessler LLP in New York expressed substantial
doubt about Majesco Entertainment Co.'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 losses.


MANAGED HEALTH: Narrow Operating Focus Cues S&P's 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Florham Park, New Jersey-based group purchasing
organization Managed Health Care Associates Inc.  The outlook is
stable.  At the same time, Standard & Poor's assigned its bank
loan and recovery ratings to the company's proposed senior secured
financing, consisting of a $15 million first-lien revolving credit
facility due 2013, a $155 million senior secured first-lien term
loan due 2014, and a $95 million second-lien term loan due 2015.  
The first-lien debt is rated 'B+' with a recovery rating of '2',
indicating the expectation of substantial (70%-90%) recovery in
the event of a payment default.  The second-lien debt is rated
'CCC+' with a recovery rating of '6', indicating the expectation
of negligible (0%-10%) recovery in the event of a payment default.
     
The term loans are being used along with management and sponsor
equity to finance the purchase of the company by Diamond Castle
Holdings.  After the transaction, management will have an 8% stake
in the company, with the sponsor owning the balance.
     
The ratings on MHA reflect the company's narrow operating focus as
an alternate-site GPO, its dependence on contracts and continued
demand for certain pharmaceuticals, and its high leverage.  These
factors are partially offset by the company's leading market
position, its record of contract retention, and long-term trends
that currently favor growth in spending on the products purchased
under MHA's contracts by its members.


MARSULEX INC: S&P Withdraws Ratings at Company's Request
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' long-term
corporate credit rating on Toronto-based Marsulex Inc.  The
withdrawal comes at the request of the company.


MARCAL PAPER: To Pay $3 Million in Pre-Petition Claim to EPA
------------------------------------------------------------
Marcal Paper Mills Inc. filed a motion to approve the settlement -
without admitting any wrongdoing - reached with the United States
on behalf of the Environmental Protection Agency, the Department
of the Interior and the Department of Commerce on all of the
elements of its claim.

"We are pleased that we could work together to quickly settle this
claim for the benefit of all parties and cut short an otherwise
protracted and costly legal battle with the EPA to prove the
company's innocence.  This settlement not only is a very positive
development in Marcal Paper's emergence from Chapter 11, but also
confirms Marcal Paper's outstanding reputation as an
environmentally responsible company," said company chairman and
chief executive officer Nicholas Marcalus.

"This settlement recognizes that Marcal Paper, the largest
recycler of paper in New Jersey, takes its responsibility to the
community and the environment seriously.  It also recognizes that
the company is in compliance with all required state and federal
permits to operate the facility in Elmwood Park.  With this matter
behind us, we can focus our full attention on the company's
restructuring," added Mr. Marcalus.

Under the terms of the agreement, Marcal Paper has agreed to a
settlement of the claim at $3 million.  This settlement will be
classified as an unsecured pre-petition claim, subject to the
terms of the Plan of Reorganization already developed by the
company with the support of its major creditors.

The hearing on the adequacy of the company's Disclosure Statement,
which explains the details of the company's proposed Plan of
Reorganization, is scheduled by the Bankruptcy Court for July 27,
2007.

                       About Marcal Paper

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- produces over 160,000 tons of     
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MASSEY ENERGY: Earns $34.9 Million in Second Quarter 2007
---------------------------------------------------------
Massey Energy Company reported second quarter 2007 net income of
$34.9 million.  These results compared favorably to the second
quarter 2006 net income of $3.2 million.  The strong second
quarter earnings were generated on produced coal revenue of
$516.2 million which increased 5% compared to the same period last
year as a result of higher prices on new supply contracts that
took effect in 2007 and improvement in the overall product mix.  
The company reported net income for the six months ended June 30,
2007, of $67.5 million, compared with $8.8 million for the six
months ended June 30, 2006.

Massey's total revenues were $617.8 million for the second quarter
of 2007, compared with $556.1 million for the second quarter of
2006.  Total revenues for the six months ended June 30, 2007, were
$1.2 billion, compared with $1.1 billion for the six months ended
June 30, 2006.

The company’s balance sheet as of June 30, 2007, showed
$2.8 billion total assets, $2 billion total liabilities, and
$771.6 million total stockholders’ equity.

"With metallurgical coal accounting for nearly 31% of our revenue,
the increasing global demand for high quality metallurgical coal
represents a tremendous opportunity for us," said Don L.
Blankenship, Massey's chairman and chief executive officer.  "Our
2007 operating performance has increased the Company's cash
balance by $83 million during the first half of the year.  We
believe our strong cash flow will provide us with significant
opportunities going forward including acquisitions and additional
investments in our current operations; investments that will
reduce costs and increase production as the market improves."

                  Liquidity and Capital Resources

Massey ended the month of June 2007 with available liquidity of
$435.6 million, an increase of $51.7 million over March 31, 2007,
available liquidity.  Available liquidity at June 30, 2007,
included $113.7 million available on its asset-based revolving
credit facility and $321.9 million in cash.  Total debt at
June 30, 2007, was $1,104.2 million, compared to $1,104.9 million
at Dec. 31, 2006.

Massey's total debt-to-book capitalization ratio was 58.9% at
June 30, 2007, compared to 61.3% at Dec. 31, 2006.  After
deducting available cash of $321.9 million and restricted cash of
$105 million, which supports letters of credit, net debt totaled
$677.3 million. Total net debt-to-book capitalization was 46.7% at
June 30, 2007, compared to 52.2% at Dec. 31, 2006.

Capital expenditures totaled $76.8 million in the second quarter
of 2007, compared to $85.3 million in the second quarter of 2006
and $136.7 million in the first half of 2007, compared to
$161.6 million in the first half of 2006.  Total capital
expenditures are expected to approximate $220 million in 2007.

                     Guidance and Commitments

The company projects 2007 produced coal shipments will be between
40 million and 41.5 million tons, with average produced coal
realization between $51.00 and $52.00 per ton.  Average cash cost
per ton for 2007 is projected to be between $41.50 and $42.50.  
Other income is expected to be between $70 and $110 million.

Sales commitments for 2008 currently total 39 million tons, with
an average realization on priced tons of approximately $49.50 per
ton.  Commitments include 30.8 million tons of priced utility and
industrial steam coal and 5 million tons of priced metallurgical
coal.  A total of 3.2 million committed tons remains unpriced.

Sales commitments for 2009 currently total 32.5 million tons, with
an average realization on 30.8 million priced tons of about $46.50
per ton.  Commitments include 29.1 million tons of priced utility
and industrial steam coal and 1.7 million tons of priced
metallurgical coal.  A total of 1.8 million committed tons remains
unpriced.

Sales commitments for 2010 currently total 10.6 million tons, with
an average realization on priced tons of about $46.00 per ton.  
Commitments include 8.5 million tons of priced utility and
industrial steam coal and 300,000 tons of priced metallurgical
coal.  A total of 1.8 million committed tons remains unpriced.

                         Litigation Update

Massey reiterated its intent to appeal the jury decision and award
in the Wheeling Pittsburgh Steel contract lawsuit.  The company
believes it has multiple strong legal bases for appeal.  As a
result, the company believes its previously recorded reserve of
$16 million remains appropriate.

The company also continues to believe that it can favorably
resolve the lawsuit filed against it in May 2007 by the
Environmental Protection Agency alleging violations of the Clean
Water Act.  An objective analysis of the relevant data conducted
by a recognized expert on penalty calculation in Clean Water Act
cases estimated Massey's potential liability in this case to be in
the range of $1.5 million to $7 million.  Based on the outcome of
this study, the company does not expect the actual liability in
this case to have a material adverse impact on its operations.

                       About Massey Energy

Headquartered in Richmond, Virginia, Massey Energy Company (NYSE:
MEE) -- http://www.masseyenergyco.com/-- is a coal producer with  
operations in West Virginia, Kentucky and Virginia.

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2007,
Standard & Poor's Ratings Services revised its outlook on Massey
Energy Co. to stable from developing and affirmed its 'B+'
corporate credit and other ratings on the company.

As reported in the Troubled Company Reporter on Feb. 19, 2007,
Dominion Bond Rating Service downgraded the Senior Unsecured Debt
rating of Massey Energy Company to BB (low) from BB.  The trend is
Stable.


MCKESSON CORP: Quarter Ended June 30 Net Income Ups to $235 Mil.
----------------------------------------------------------------
McKesson Corporation reported that revenues for the first fiscal
quarter ended June 30, 2007, were $24.5 billion compared to
$23.3 billion a year ago.  Net income for the first fiscal quarter
ended June 30, 2007, was $235 million, compared to $184 million a
year ago.

The company listed total assets of $24.3 billion, total
liabilities of $17.9 billion, and total stockholders’ equity of
$6.4 billion.

                          Segment Results

Distribution Solutions revenues were up 4% for the quarter. U.S.
Healthcare direct distribution revenues grew 6% for the quarter
despite the mid-May 2006 termination of a customer contract with
annual sales of approximately $3.3 billion. Warehouse sales
increased 2% in the quarter.

Canadian revenues increased 1% for the quarter, including a
favorable currency impact of 2%, and medical-surgical distribution
revenues were up 3% for the quarter. Both of these businesses had
one less week of sales in this year's first quarter.

Distribution Solutions gross profit of $822 million was up 7% from
$770 million in the first quarter a year ago.  The increase in
gross profit for the quarter was due to an improved mix of higher-
margin products and services, including sales of OneStop generics,
which were up 34% in the quarter; the impact of our agreements
with branded pharmaceutical manufacturers; and two anti-trust
settlements totaling $14 million.  The first quarter a year ago
included a LIFO credit of $10 million.

Distribution Solutions operating profit was up 9% in the quarter.
Positive results in our U.S. pharmaceutical distribution business
more than offset weaker operating results in retail pharmacy
systems and automation and medical-surgical distribution.
Operating margin rate for the quarter was 1.43% compared to 1.37%
a year ago.

In Technology Solutions, revenues were up 49% for the quarter,
reflecting the impact of Per-Se revenues, growth in payor
revenues, including recognition of $21 million of previously
deferred revenue for a disease management contract, and continued
growth in sales and implementations of software and imaging
solutions for hospitals, clinics and physician offices.  Services
revenues were up 67% and software and software systems revenues
were up 16%.

Technology Solutions operating expenses were up 34% for the
quarter, reflecting the integration of Per-Se functions and
continued investment in new product development.

Technology Solutions operating profit in the quarter was
$100 million, up 178% from $36 million a year ago, driven in part
by the impact of the Per-Se acquisition and the $21 million of
disease management revenues recognized under a contract, for which
related expenses were previously recognized as incurred. Operating
margin rate was 13.70% for the quarter compared to 7.33% a year
ago.

                      Management’s Comments

"McKesson is off to another solid start for Fiscal 2008,
continuing our positive momentum of the prior two years, with an
especially strong performance in our Technology Solutions
segment," said John H. Hammergren, chairman and chief executive
officer.  "In our Distribution Solutions segment, our U.S.
pharmaceutical distribution business grew solidly and achieved
operating margin expansion.  In Technology Solutions, revenues and
operating profit were both up strongly due to continued progress
across our healthcare information solutions business, including
the first full quarter of contribution from our acquisition of
Per-Se Technologies Inc., and the timing of revenue recognition in
our expanding disease management business."

"Across McKesson, we continue to focus on growing operating profit
by leveraging our revenue growth through a combination of
operating efficiencies, acquisitions, increased sales of value-
adding products and services to our customers and capital deployed
for share repurchases."

For the quarter, McKesson had cash flow from operations of
$432 million.  The company continues to execute a balanced capital
deployment strategy designed to create additional shareholder
value.  During the first quarter, McKesson repurchased
$257 million of common stock, leaving $743 million remaining on
its current $1 billion share repurchase authorization.

"Based on our positive momentum, we are affirming our previous
outlook that McKesson expects to earn between $3.15 and $3.30 per
diluted share for the fiscal year ending March 31, 2008," Mr.
Hammergren concluded.

                        About McKesson Corp.

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

                          *     *     *

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


MERRILL LYNCH: Moody’s Puts Low-B Ratings on Three Cert. Classes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 21 classes of
Merrill Lynch Mortgage Trust 2005-LC1, Commercial Mortgage Pass-
Through Certificates, Series 2005-LC1 as:

-- Class A-1, $9,663,828, affirmed at Aaa
-- Class A-2, $104,847,000, affirmed at Aaa
-- Class A-3, $43,000,000, affirmed at Aaa
-- Class A-3FL, $119,667,000, affirmed at Aaa
-- Class A-1A, $223,542,506, affirmed at Aaa
-- Class A-SB, $88,067,000, affirmed at Aaa
-- Class A-4, $425,698,000, affirmed at Aaa
-- Class A-4FC, $25,000,000, affirmed at Aaa
-- Class AM, $154,625,000, affirmed at Aaa
-- Class AJ, $94,708,000, affirmed at Aaa
-- Class X, Notional, affirmed at Aaa
-- Class B, $32,858,000, affirmed at Aa2
-- Class C, $15,463,000, affirmed at Aa3
-- Class D, $28,992,000, affirmed at A2
-- Class E, $15,463,000, affirmed at A3
-- Class F, $25,126,000, affirmed at Baa1
-- Class G, $19,329,000, affirmed at Baa2
-- Class H, $21,261,000, affirmed at Baa3
-- Class J, $7,731,000, affirmed at Ba1
-- Class K, $5,798,000, affirmed at Ba2
-- Class L, $5,799,000, affirmed at Ba3

As of the June 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 2.8% to
$1.50 billion from $1.55 billion at securitization.  The
Certificates are collateralized by 141 loans, ranging in size from
less than 1% to 8.2% of the pool, with the top 10 loans
representing 37.5% of the pool.  The pool includes one shadow
rated loan, representing 8.2% of the pool.  No loans have
defeased.  The pool has not realized any losses since
securitization and currently there are no loans in special
servicing.  Nineteen loans, representing 6.4% of the pool, are on
the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 94.7% and 84.5%, respectively, of the pool.
Moody's weighted average loan to value ratio for the conduit
component is 102.9%, compared to 103.8% at securitization,
resulting in an affirmation of all classes.

The shadow rated loan is the Glendale Galleria Loan
($122.9 million -- 8.2%), which is secured by the borrower's
interest in a 1.3 million square foot, regional mall
(661,000 square feet of retail and office collateral) located in
Glendale, California.  The loan represents a 44% pari-passu
interest in a $279.3 million loan.  There is also an $87.8 million
non-pooled junior component and about $30 million of mezzanine
debt held outside the trust.  As of March 2007, the mall's in-line
retail space and office space were 92% and 90% occupied, compared
to 90% and 78% at securitization.  Moody's current shadow rating
is A3, compared to Baa2 at securitization.

The top three conduit loans represent 16% of the pool.  The
largest conduit loan is the Colonial Mall Bel Air Loan
($122.4 million -- 8.1%), which is secured by the borrower's
interest in a 1.3 million square foot, regional mall
(1 million square feet of collateral) located in Mobile, Alabama.
Moody's LTV is in excess of 100%, the same as at securitization.

The second largest conduit loan is the Four Forest Plaza and
Lakeside Square Loan ($60.7 million -- 4.0%), which is secured by
two office buildings totaling 792,000 square feet located in
Dallas, Texas.  Moody's LTV is in excess of 100%, the same as at
securitization.

The third largest conduit loan is the CNL-Cirrus MOB Portfolio
Loan ($57.8 million -- 3.8%), which is secured by seven medical
office buildings and one surgical center totaling 338,000 square
feet located in Dallas (6) and Oklahoma City (2).  Moody's LTV is
in excess of 100%, the same as at securitization.


MERRILL LYNCH: Moody’s Affirms Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 17 classes of
Merrill Lynch Financial Assets, Inc., Commercial Mortgage Pass-
Through Certificates 2005-Canada 16 as:

-- Class A-1, $210,817,580, affirmed at Aaa
-- Class A-2, $183,800,000, affirmed at Aaa
-- Class XP-1, Notional, affirmed at Aaa
-- Class XP-2, Notional, affirmed at Aaa
-- Class XC, Notional, affirmed at Aaa
-- Class B, $8,000,000, affirmed at Aa2
-- Class C, $10,400,000, affirmed at A2
-- Class D-1, $9,759,000, affirmed at Baa2
-- Class D-2, $1,000, affirmed at Baa2
-- Class E-1, $2,293,000, affirmed at Baa3
-- Class E-2, $1,000, affirmed at Baa3
-- Class F, $3,442,000, affirmed at Ba1
-- Class G, $1,720,000, affirmed at Ba2
-- Class H, $1,147,000, affirmed at Ba3
-- Class J, $1,720,000, affirmed at B1
-- Class K, $1,720,000, affirmed at B2
-- Class L, $1,147,000, affirmed at B3

As of the July 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 40% to
440.6 million from $458.7 million at securitization.  The
Certificates are collateralized by 48 loans, ranging in size from
less than 1% to 10.1% of the pool, with the top 10 loans
representing 63% of the pool.  The pool includes four investment
grade shadow rated loans, representing 27% of the pool.  One loan,
the City Place Loan ($34.4 million -- 7.8%), has defeased and is
secured by Canadian securities.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  One loan,
representing 2.1% of the pool, is on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
64.6% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 82.7%, compared to 83.1% at
securitization.  Moody's is affirming all classes due to overall
stable pool performance.

The largest shadow rated loan is the EPR Loan
($44.1 million -- 10.1%), which represents a pari passu interest
in a $88.2 first mortgage loan secured by four retail centers
totaling 985,000 square feet.  Each center is anchored by a
multiplex cinema operated by AMC Cinemas.  The portfolio was 96%
occupied as of December 2006, the same as at securitization.  The
loan is structured with a 20-year amortization schedule and has
amortized by about 5.5% since securitization.  Moody's current
shadow rating is Aaa, the same as at securitization.

The second largest shadow rated loan is the Riocan Mega Centre
Notre Dame Loan ($33.9 million -- 7.7%), which is secured by an
182,000 square foot anchored retail center located in Montreal,
Quebec.  The center was 100% occupied as of December 2006, the
same as at securitization.  Moody's current shadow rating is Baa3,
the same as at securitization.

The third largest shadow rated loan is the Calloway St. Catharines
Loan ($29.3 million -- 6.7%), which is secured by a 358,000 square
foot power center located in suburban Toronto, Ontario.  The
center is 92% occupied, the same as at securitization.  Moody's
current shadow rating is A2, the same as at securitization.

The fourth largest shadow rated loan is the U-Haul Canada
Portfolio ($11 million -- 2.5%), which is secured by a portfolio
of five self-storage facilities totaling 188,700 units.  The
portfolio was 94.3% leased as of March 2007, compared to 87.9% at
securitization.  The loan is structured with a 25-year
amortization schedule and has amortized by about 3.7% since
securitization.  Moody's current shadow rating is A3, compared to
Baa3 at securitization.

The top three non-defeased conduit loans represent 19.2% of the
pool.  The largest conduit loan is the Grant Park Shopping Center
Loan ($32.7 million -- 7.4%), which is secured by a 368,000 square
foot enclosed community retail center located in Winnipeg,
Manitoba.  The center was 97.8% leased as of December 2006,
compared to 96% at securitization.  Moody's LTV is 75.8%, compared
to 77.7% at securitization.

The second largest conduit loan is the Kitchener Food Basics Loan
($28 million -- 6.4%), which is secured by a 169,000 square foot
retail center located in Kitchener, Ontario.  The center has
maintained 100% occupancy since securitization.  Moody's LTV is
94.6%, compared to 96% at securitization.

The third largest conduit loan is the Rono Distribution Centre
Loan ($23.9 million -- 5.4%), which is secured by a 790,000 square
foot industrial building located in suburban Montreal, Quebec.  
The property is 100% leased to Rona Inc. through August 2019.
Moody's LTV is 71.5%, compared to 73.3% at securitization.


MEZZ CAP: S&P Assigns BB Rating on $1.76MM Class F Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Mezz Cap Commercial Mortgage Trust 2007-C5's
$56.599 million commercial mortgage pass-through certificates
series 2007-C5.
     
The preliminary ratings are based on information as of July 26,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
servicer, the economics of the mortgage loans, and the geographic
and property type diversity of the loans.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has debt service coverage of 1.09x, a beginning LTV of 116.5%, and
an ending LTV of 104.4%.  All of the B notes are subordinate to A
notes that are not included in the trust.  The DSCs and LTVs
reflect the combined economics of the A and B notes.
    
    
                Preliminary Ratings Assigned
         Mezz Cap Commercial Mortgage Trust 2007-C5
   
   Class        Rating        Amount   Recommended credit
                                            Support
   -----        ------        ------    ----------------
    A            AAA        $39,902,000     29.501%
    X*           AAA        $56,599,228        N/A
    B            AA          $1,203,000     27.375%
    C            A           $1,627,000     24.501%
    D            BBB         $2,335,000     20.375%
    E            BBB-        $1,061,000     18.501%
    F            BB          $1,769,000     15.375%
    G            NR          $4,386,000        N/A
    H            NR            $495,000        N/A
    J            NR          $3,821,228        N/A
    R-I          N/A                N/A        N/A
    R-II         N/A                N/A        N/A
       

*Interest-only class with a notional amount.

N/A -- Not applicable.

NR -- Not rated.


MORGAN STANLEY: Fitch Affirms $2MM Class N-SDF Certs. at BB+
------------------------------------------------------------
Fitch Ratings affirms all classes of Morgan Stanley Capital I
Inc., series 2006-XLF, commercial mortgage pass-through
certificates as:

  -- $229.2 million class A-2 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $34.2 million class B at 'AAA';
  -- $53.3 million class C at 'AAA';
  -- $38 million class D at 'AAA';
  -- $69 million class E at 'AAA';
  -- $23.7 million class F at 'AAA' ;
  -- $23.7 million class G at 'AA+';
  -- $23.7 million class H at 'AA';
  -- $23.3 million class J at 'A';
  -- $6.8 million class K at 'BBB+';
  -- $18.5 million class L at 'BBB';
  -- $27.8 million class M at 'BBB-';
  -- $11 million class N-LAF at 'A-';
  -- $9.2 million class N-RQK at 'BBB-';
  -- $8 million class O-LAF at 'BBB-';
  -- $2 million class N-SDF at 'BB+'.
  
Class A-1 has been paid in full. Fitch does not rate class N -
W40.

Although 12% of the transaction has paid down since Fitch's
previous rating action, affirmations are warranted due to several
remaining loans having collateral that has not yet stabilized.

As of the July 2007 remittance date, the transaction's principal
balance had decreased 61.3% to $601.7 million from $1.6 billion at
issuance.

Of the original 14 loans, ten remain in the transaction.  Those
include the MSPA Hotel Portfolio (28.3%), One Wilshire (24.2%),
and Lafayette Estates (10.1%).  When complete financial
information becomes available for all the remaining loans, Fitch
will analyze the results and may review the transaction again.


MOTION PICTURE: High Financial Risk Cues S&P's B Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Toronto-based Motion Picture
Distribution FinCo, a company formed to enable sponsors GS Capital
Partners VI LP, a private equity affiliate of New York-based
Goldman, Sachs & Co. and Toronto-based EdgeStone Capital
Partners, to acquire the Movie Distribution Income Fund for about
CDN $475 million.  The outlook is negative.
     
At the same time, Standard & Poor's assigned bank loan and
recovery ratings to MPD's planned CDN $410 million senior secured
bank facility.  The company's first-lien facilities, including the
CDN $50 million revolving credit facility and a CDN $260 million
term loan B, were assigned a 'B' senior secured bank loan rating,
with a recovery rating of '3'.  The '3' recovery rating indicates
an expectation of meaningful (50%-70%) recovery of principal in
the event of a payment default.
     
In addition, S&P assigned a 'CCC+' senior secured bank loan
rating, with a recovery rating of '6', to the company's planned
C$100 million second-lien term loan, indicating an expectation of
negligible (0%-10%) recovery of principal in the event of a
payment default.  The second-lien term loan is rated two notches
below the corporate credit rating because of the significant
amount of first-lien priority debt in the capital structure.
     
"The ratings on MPD reflect its high financial risk profile
resulting from the proposed leveraged acquisition, weak operating
performance in the past couple of years, lack of business
diversity, and customer concentration," said Standard & Poor's
credit analyst Lori Harris.  "In addition, the company has poor
earnings visibility because of the uncertainty surrounding the
success of the motion picture slate in any given year," Ms Harris
added.  These factors are only slightly offset by the company's
solid market position in the distribution of motion pictures and
television programs in Canada.
     
The corporate credit rating assignment follows Standard & Poor's
analysis of GSCP's and EdgeStone's proposed acquisition of the
Movie Distribution Income Fund in a going-private transaction.  
Proceeds from the bank facilities and C$175 million in common
equity from the sponsors will fund the purchase.  S&P expect the
deal to close in August 2007.
     
The negative outlook reflects S&P's concerns that MPD's financial
and business risk profiles could weaken because of lower revenues
and EBITDA resulting from the loss of an important contract,
technological shifts that decrease the viability or margins of the
current distribution business model, the departure of a key senior
manager, or a weak motion picture slate.  Should the company's
credit metrics and liquidity position weaken as a result, S&P
could lower the ratings.  Alternatively, S&P could revise the
outlook to stable if MPD demonstrates solid operating performance
and improved credit measures.


NBTY INC: Earns $51 Million in Third Quarter Ended June 30
----------------------------------------------------------
NBTY Inc. generated net sales of $503 million for the fiscal third
quarter ended June 30, 2007, compared to net sales of $475 million
for the fiscal third quarter ended June 30, 2006, an increase of
$28 million, or 6%.  Net income for the fiscal third quarter ended
June 30, 2007, was $51 million, compared to net income of
$30 million for the fiscal third quarter ended June 30, 2006.

For the nine months ended June 30, 2007, net sales were
$1.5 billion, compared to net sales of $1.4 billion for the prior
like period, an increase of $106 million, or 7%.  Net income for
the nine months ended June 30, 2007 was $159 million, compared to
$74 million for the prior like period.  Net income for the nine
months ended June 30, 2006, included non-cash charges of
$14 million primarily related to a trademark impairment charge.

At June 30, 2007, NBTY had working capital of $552 million and
total assets of $1.5 billion.  Included in working capital is
$204 million of cash and short term investments, which gives the
company flexibility to respond to opportunities.

Total assets were valued at $1.5 billion, total liabilities at
$512.4 million, and total stockholders’ equity at $1 billion
during the end of the third quarter 2007.

                     Third Quarter Operations

Net sales for the Wholesale/US Nutrition division, which markets
Nature's Bounty, Solgar, Osteo Bi-Flex, Rexall and other brands,
increased $21 million, or 9%, to $248 million from $227 million
for the prior like quarter.

Gross profit for the Wholesale operation increased to 42%,
compared to 31% for the prior like quarter.

Sales for the North American Retail division decreased $2 million,
or 4%, to $56 million from $58 million for the fiscal third
quarter ended June 30, 2006.  At the end of the fiscal third
quarter, the North American Retail division operated a total of
545 stores, with 460 in the US and 85 in Canada.

European Retail sales for the fiscal third quarter ended June 30,
2007 increased 9% to $153 million from $140 million for the fiscal
third quarter ended June 30, 2006.  As of June 30, 2007, the
European Retail business operated a total of 623 stores, comprised
of 504 Holland & Barrett stores and 31 GNC stores in the UK, 19
Nature's Way stores in Ireland, and 69 DeTuinen stores in the
Netherlands. During the fiscal third quarter ended June 30, 2007,
the European Retail division opened 3 stores.

Net sales from Direct Response/E-Commerce operations for the
fiscal third quarter of 2007 decreased 5% to $47 million from
$49 million for the fiscal third quarter of 2006.

Online sales grew to represent 38% of total Direct Response/E-
Commerce sales for this fiscal quarter.

NBTY chairman and chief executive officer, Scott Rudolph, said:
"We are pleased to report another quarter of increased revenue and
profitability.  These increases reflect ongoing initiatives to
drive sales, increase market share and expand our premier position
as the leading nutritional supplement company in the world.  We
remain confident in our long-term outlook for NBTY and are firmly
committed to generating future growth and increasing long-term
shareholder value."

                         About NBTY Inc.

Headquartered in Bohemia, New York, NBTY Inc. (NYSE: NTY) --
http://www.NBTY.com/-- manufactures, markets and distributes   
nutritional supplements in the United States and throughout the
world.  As of Sept. 30, 2005, it operated 542 Vitamin World
and Nutrition Warehouse retail stores in the United States,
Guam, Puerto Rico, and the Virgin Islands.

                          *    *    *

NBTY Inc.'s 7-1/8% senior subordinated notes due 2015 carry
Moody's Investors Service's Ba3 rating and Standard & Poo's B+
rating.


NEW CENTURY: Wants Exclusive Plan Filing Date Moved to Nov. 28
--------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware
to extend the period during which they have the exclusive right
to:

   (i) file a Chapter 11 plan by approximately 120 days, through
       and including November 28, 2007; and

  (ii) solicit acceptances of that plan through and including
       January 28, 2008, or approximately 60 days after
       expiration of the Exclusive Filing Period.

The Debtors state that they will pursue filing a plan and
disclosure statement as soon as practicable after the August 31,
2007 claims bar date, but in light of the complexity of their
Chapter 11 cases are seeking to extend exclusivity by 80 days
after that date.

The Debtors believe that the proposed dates are consistent with
the plan process timeline they have discussed with the Official
Committee of Unsecured Creditors.

Pursuant to Section 1121(b), a debtor has the exclusive right to
file a plan of reorganization during the first 120 days after the
commencement of a Chapter 11 case.  If a debtor files a plan
during that period, an additional 60-day period is automatically
granted during which the debtor may exclusively solicit
acceptance of the plan.

However, Section 1121(d) provides that the Court may extend those
exclusive periods for "cause."  Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., relates that immediately before
the Petition Date, the Debtors had more than 6,000 employees in
300 locations across the country.  He notes that the size and
complexity of the Debtors' cases have required them to devote a
substantial amount of time to negotiating and securing court
approval of the sale of the Debtors' assets.

Despite the difficulties arising from operating in Chapter 11,
Mr. Collins says, the Debtors have made substantial progress in
achieving results beyond those available outside of bankruptcy.  
In addition, the Debtors have focused their efforts on
stabilizing, winding down remaining operations and implementing
the transition services related to those sales.

Notwithstanding the progress that has been made, Mr. Collins
avers, the Debtors still have a number of tasks to complete
before they will be in a position to develop a Chapter 11 plan.

"Although the Debtors are committed to confirming a chapter 11
plan as quickly as possible, they also recognize that this
process will require a substantial amount of additional time and
effort to complete and that it will require the involvement and
participation of other constituents," Mr. Collins tells Judge
Carey.

The Debtors assure Judge Carey that the extension of the
Exclusive Periods will not harm creditors or other parties-in-
interest.

The Court will convene a hearing on July 31, 2007, at 1:30 p.m.,
to consider the Debtors' request.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NEW CENTURY: First Meeting of Creditors to Resume on Aug. 8
-----------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
notified the U.S. Bankruptcy Court for the District of Delaware
that the first meeting of creditors in New Century Financial
Corporation and its debtor-affiliates' Chapter 11 cases, initially
convened on May 8, 2007, will resume on August 8, 10:00 a.m., at
Room 2112, J. Caleb Boggs Federal Building, 844 King Street, in
Wilmington, Delaware.

The meeting of creditors is required under Section 341(a) of the
Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  The
Meeting of Creditors offers the opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NOE FULINARA: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Noe Fulinara
        Merilyn Fulinara
        2819 McAndrew Court
        San Jose, CA 95121

Bankruptcy Case No.: 07-52218

Chapter 11 Petition Date: July 24, 2007

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Lars T. Fuller, Esq.
                  60 North Keeble Avenue
                  San Jose, CA 95126
                  Tel: (408) 295-5595

Total Assets: $4,735,068

Total Debts:  $4,478,106

Debtor's 19 Largest Unsecured Creditors:

  Entity                      Nature of Claim       Claim Amount
  ------                      ---------------       ------------
Regional Medical Center                               $163,961
of San Jose
P.O. Box 538620
Atlanta, GA
30353-8620

Wells Fargo Bank            value of collateral:      $115,652
P.O. Box 54180              $50,472
Los Angeles, CA
90054-0180

American Express                                       $78,585
P.O. Box 0001
Los Angeles, CA
90096-0001

I.R.S. Centralized                                     $57,658
Insolvency Operation

Navy Federal Credit                                    $21,748

Bank of America                                        $18,104

Franchised Tax Board                                   $11,306
Special Procedures

San Jose Medical Group                                 $10,309

Marshal Rosario, M.D.                                   $4,680

Gentiva Health Services                                 $4,074

South Bay Patholog                                      $3,533
Medical Association
Regional Medical Center

J.C. Penney                                             $3,121

Bright Now Dental, Inc.                                 $3,038

G.E. Money Bank             value of collateral:        $3,038
                            $500

Dell Preferred Account      value of collateral:        $2,329
Payment Processing Center   $500

Central Valley Imaging                                  $2,515

Sears Credit Cards                                      $1,988

Galen Inpt. Phys., Inc.                                 $1,557

BrightNow Dental, Inc.                                  $1,500


OGLEBAY NORTON: Harbinger Offer Cues Moody’s Ratings Review
-----------------------------------------------------------
Moody's Investors Service placed the ratings for Oglebay Norton
Company (B1 corporate family rating) under review for possible
downgrade.

The review was prompted by Harbinger Capital Partners’
announcement that it has commenced a tender offer for Oglebay's
shares for $31 per share in cash.  Harbinger already owns about
18% of Oglebay's shares and has been pressing the company to
explore strategic alternatives in order to maximize shareholder
value.

On July 24, 2007, Oglebay formed a Special Committee of
independent directors to explore strategic alternatives to
maximize shareholder value and hired JP Morgan as its financial
advisor.  However, Harbinger's tender offer, which represents a
significant premium over the trading price of the shares over the
last 30 days, raises the probability that Oglebay will be sold,
with potentially adverse consequences for pro forma leverage.

Moody's does not believe that Oglebay's B1 corporate family
rating, reflecting its commodity-like business profile, can
tolerate a material increase in leverage.  Therefore, its ratings
were placed under review for possible downgrade.

Moody's review will focus on the outcome of Oglebay's strategic
review, the progress of Harbinger's tender offer or any other
competing acquisition bid, the pro forma leverage and credit
metrics that result from any of the above actions, and Oglebay's
business fundamentals and liquidity.

These ratings have been placed under review for downgrade:

-- B1 -- Corporate family rating

-- B1 -- Probability of default rating

-- B1 -- $55 million guaranteed senior secured revolving credit
    facility

-- B1 -- $140 million guaranteed senior secured term loan B

-- SGL-2 -- speculative grade liquidity rating

Oglebay Norton Company, headquartered in Cleveland, mines,
processes, transports and markets industrial sands, limestone and
lime, and serves customers in four major categories: building
materials, energy, environmental and industrial.


OMNICARE INC: Moody’s Holds Ba3 CFR with Negative Outlook
---------------------------------------------------------
Moody's Investors Service lowered the Speculative Grade Liquidity
rating of Omnicare, Inc to SGL-2 from SGL-1.  Moody’s believes
that as a result of lower than expected cash flow and the
potential need for Omnicare to draw on external facilities to fund
extraordinary items, the company's liquidity is more weakly
positioned than before.

Nevertheless, the SGL-2 rating assumes that Omnicare will maintain
good liquidity over the near-term.  Moody's anticipates that the
company's cash flow - though lower than expected - should, along
with cash balances, be sufficient to fund all but extraordinary
cash requirements over the next twelve months ending
March 31, 2008.

The SGL-2 rating further assumes that the conversion of the
company's Trust Preferred Income Equity Redeemable Securities
(PIERS) and particularly its senior convertible notes is not
likely at current stock prices.

As of March 31, 2007, Omnicare had no borrowings under its
$800 million revolver and Moody's believes that the company should
remain comfortably above the minimum fixed charge coverage ratio
and minimum net worth covenants over the next twelve months.

Omnicare's assets are unencumbered but about 60% consists of
goodwill and intangible assets as of March 31, 2007.  Moody's
believes that the value of proceeds from any asset sales might be
diminished if there is a need to liquidate rapidly.

Omnicare's Corporate Family Rating is Ba3 with a negative outlook.

Omnicare, Inc, headquartered in Covington, Kentucky, is the
leading provider of institutional pharmacy services to the long
term care sector.


ORBITZ WORLDWIDE: Moody’s Affirms B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the recently assigned B2
corporate family rating to Orbitz Worldwide, Inc.

Other ratings affirmed include B1 ratings for the proposed first
lien term loan facility due 2014 and $85 million revolver due
2013, which has been upsized from the initially rated $75 million.
Concurrently, Moody's withdrew the B1 rating for the proposed
$125 million synthetic letter of credit facility, which the
company has eliminated from the revised structure as it will
continue to have access to a similar facility at the Travelport
Limited level.  While no ratings changed as a result of the
increased revolver, the LGD point estimate on the revolver and
term loam were revised to LGD 2, 27% from LGD 3, 40%.  The outlook
remains stable.

Ratings/assessments affirmed:

-- Corporate family rating of B2;

-- Probability-of-default rating of B3;

-- $600 million secured term loan facility due 2014 of B1 (LGD 2,
    27%);

-- $85 million secured revolving credit facility due 2013 of B1
    (LGD 2, 27%);

-- Speculative grade liquidity rating of SGL-2.

Ratings/assessments being withdrawn:

-- $125 million secured synthetic letter of credit facility due
    2013 B1 (LGD 3, 40%);

Orbitz Worldwide, Inc. is the global online travel division of
Travelport, which operates a portfolio of consumer and corporate
travel brands, including Orbitz, CheapTickets and ebookers.


PARKER HUGHES: Court Approves Bankruptcy Plan
---------------------------------------------
The Parker Hughes Cancer Center emerged from Chapter 11 bankruptcy
on July 25, 2007 after the U.S. Bankruptcy Court for the District
of Minnesota approved the Debtor’s plan ending several leases and
repaying debts, the Associated Press reports.

As reported in the Troubled Company Reporter on Jan. 25, 2007, the
Debtor filed for chapter 11 protection owe to financial problems
resulting from an investigation by the Minnesota Board of Medical
Practice.  The clinic however remained opened throughout its
bankruptcy proceedings.

Parker Hughes Institute, dba Parker Hughes Cancer Center --
http://www.ih.org/-- and Parker Hughes Clinics --   
http://www.parkerhughes.org/-- are non-profit research   
organizations in the United States devoted to the development of
new drugs for the treatment of chronic and life-threatening
illnesses.  The drug discovery program at Parker Hughes
Institute has been awarded numerous patents for multiple
anti-cancer and anti-HIV drugs that are at various stages of
development.

The company and its affiliate filed for chapter 11 protection on
Jan. 23, 2007 (Bankr. D. Minn. Case Nos. 07-30237 & 07-30238).  
Kenneth Corey-Edstrom, Esq., at Larkin Hoffman Daly and Lingren
Ltd., represented the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
less than $10,000 and debts between $100,000 to $100 million.


PILGRIM’S PRIDE: Board Elects Lonnie Ken Pilgrim as Chairman
------------------------------------------------------------
Pilgrim's Pride Corporation’s board of directors has elected
Lonnie Ken Pilgrim to succeed his father, co-founder Lonnie "Bo"
Pilgrim, as chairman of the company.  The elder Mr. Pilgrim has
been named senior chairman and remains on the board.

Ken Pilgrim, 49, has been employed by the company since 1977 and
has been Executive Vice President, Assistant to Chairman since
November 2004.  He served as Senior Vice President, Transportation
from August 1997 to November 2004.  Prior to that he served the
Company as its Vice President, Director of Transportation.  He has
been a member of the board of directors since March 1985.

"The appointment of Ken to chairman is part of an orderly
succession plan by the board that should be largely seamless and
invisible to our employees, customers and shareholders," Bo
Pilgrim said.  "Ken has literally grown up in the chicken
industry, learning every aspect of the business from the ground
up.  He has great instincts and a keen understanding of what it
takes to grow this company.  Our focus has always been on
delivering the best possible service, selection and value to our
customers, and treating our employees and customers with respect,
honesty and integrity.  These have been our governing principles
for more than 60 years, and will continue to guide Pilgrim's Pride
in the future."

"My father is a remarkable leader who has served as an inspiration
to everyone around him, and I am proud to carry on his legacy of
innovation and customer service," Ken Pilgrim said.  "Thanks to
his bold vision and determination, Pilgrim's Pride today is well
positioned for continued growth and success.  I am confident that
we have the right strategy, resources and team in place to be an
even stronger, tougher competitor in the years ahead."

                       About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,   
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                          *     *     *

Pilgrim's Pride Corp. carries Moody's Investors Service's B1
senior unsecured credit rating, B2 senior subordinated notes, and
Ba3 corporate family ratings.  PPC's planned new $250 million
senior unsecured notes also bears Moody's B1 rating and its new
$200 million senior subordinated notes bears Moody's B2 rating.  
The outlook on all ratings is stable.

Standard & Poor's Ratings Services gave Pilgrim's Pride Corp. a
'BB-' corporate credit rating.


POTLATCH CORP: Earns $34 Million in Quarter Ended June 30
---------------------------------------------------------
Potlatch Corporation reported on Thursday its financial results
for the second quarter ended June 30, 2007.

The company reported net earnings of $34.0 million on revenues of
$414.7 million for the second quarter ended June 30, 2007,
compared with net earnings of $2.4 million on revenues of
$413.3 million for the same period ended June 30, 2006.

The company also reported net earnings of $4.2 million on revenues
of $800.9 million for the first half of 2007, compared with net
earnings of $68.1 million on revenues of $814.5 million for the
same period last year.

Cash provided by operating activities from continuing operations
for the first half of 2007 was $73.1 million, compared to
$108.6 million for the same period in 2006.

"Log pricing during the second quarter remained strong despite a
persistent weakness in lumber pricing caused by the continued
slump in U.S. housing starts," said Michael J. Covey, chairman,
president and chief executive officer.

"During the second quarter, Potlatch made significant progress
toward achieving its 2007 goal of selling 15,000-20,000 acres of
non-strategic land.  The company sold nearly 7,500 acres of non-
core lands with revenue of $8.6 million.  Although timing of real
estate closings is difficult to forecast, the market for rural
recreation property remains strong.

"In addition, second quarter results were augmented by exceptional
results in the Pulp and Paperboard division, where we had record
production and strong pricing.  Market prices for pulp are as
strong as they have been in the past 12 years.

"Finally, sales for all of Potlatch's Forest Stewardship Council
(FSC) certified solid wood and paperboard products showed
continued growth during the quarter."

                    Q2 2007 Financial Summary

Earnings from continuing operations were $35.4 million, compared
to $8.2 million for the second quarter 2006.  Second quarter 2007
results included a one-time payment of $1.4 million for
retroactive pay associated with the settlement of the union
contracts for the company's pulp and paperboard and consumer
products operations in Lewiston.

Net earnings for the second quarter 2007 were $34.0 million,
compared to $2.4 million for the second quarter 2006.  During the
second quarter 2007, the company completed the sale of its hybrid
poplar tree farm in Boardman, Oregon, to a private-equity tree
farm investment fund for approximately $65 million in cash.
Results for the hybrid poplar tree farm, which are included in net
earnings and are classified as discontinued operations in the
Statements of Operations and Comprehensive Income, were a net loss
of $1.4 million for the second quarter 2007, compared to a net
loss of $5.8 million in the second quarter 2006.

                First Half 2007 Financial Summary

Earnings from continuing operations were $40.8 million, compared
to $77.6 million for the first half of last year.  Results from
continuing operations for the first half of 2006 included a net
tax benefit of $51.2 million related to the company's conversion
to a real estate investment trust.

Net earnings were $4.2 million, compared to net earnings of
$68.1 million for the first half of 2006.  First half results
included an after-tax loss on disposal of $33.0 million for the
sale of the company's hybrid poplar tree farm in 2007 and after-
tax operating losses for the tree farm of $3.7 million and
$9.4 million for 2007 and 2006, respectively.

At June 30, 2007, the company's consolidated financial statements
showed $1.41 billion in total assets and $856.9 million  in total
liabilities, and $552.0 million in total stockholders' equity.

                       About Potlatch Corp.

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

                         *     *     *

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


PRIDE INTERNATIONAL: Moody’s Affirms Ba1 Corporate Family Rating
----------------------------------------------------------------
Moody's affirmed Pride International, Inc.'s credit ratings
following the company's announcement of the acquisition of a
newbuild drillship to be delivered in 2010.  

The ratings affirmed include the Ba1 corporate family rating, the
Ba2 rating on Pride's $500 million senior notes due 2014, the Baa2
rating on its $500 million senior secured credit facility and
speculative grade liquidity rating of SGL-2. The outlook is
stable.

"Pride's recent drillship construction commitments reflect
management's strategy of increasing the ultradeepwater capacity of
its fleet," commented Pete Speer, Moody's Vice-President/Senior
Analyst.  "Although the $1.4 billion cost and lack of customer
contracts for these drillships are substantial risks, Pride's
contract backlog, along with a favorable near term outlook for the
deepwater drilling sector, appears to provide sufficient free cash
flows to fund the construction progress payments without
significant additional debt.  These investments will raise the
overall quality of the company's fleet while addressing
shareholders' desires for growth or return of capital.  Moody's
considers these drillships to be a full claim on Pride's free cash
flow over the next few years."

The stable outlook is supported by Pride's $5.7 billion contract
backlog and Moody's expectation that market conditions will remain
supportive for the remainder of 2007 and into 2008, particularly
for the deepwater markets.  

The stable outlook also reflects Moody's expectation that the
company will not add any additional newbuild commitments or rig
acquisitions without

   i. substantial equity funding or proceeds from the divestiture
      of its Latin American onshore business or other asset sales
      and

  ii. a customer contract on the additional rig or at least one of
      the new drillships.

If the drillships remain without customer contracts for a
prolonged period the outlook could come under negative pressure.

There is limited upside to the rating in the near-to-medium term
due to the substantial funding commitments for the drillships and
little likelihood of further debt reduction.  Further expansion of
Pride's speculative newbuild program, debt-funded rig or corporate
acquisitions that do not include meaningful equity funding, and/or
debt-funded share repurchases could result in a negative outlook
or rating downgrade.

In July, Pride announced that it entered into a contract with
Samsung Heavy Industries Co., Ltd to construct a dual activity,
ultra-deepwater drillship for a cost of $680 million, excluding
capitalized interest.  The drillship will be capable of drilling
in depths up to 12,000 feet, with total vertical drilling depth of
up to 40,000 feet, and is expected to be delivered in the third
quarter of 2010.  

Pride subsequently announced that it had acquired a second
speculative newbuild for about $675 million that is currently
under construction with Samsung.  The drillship will be capable of
drilling in depths up to 10,000 feet, with total vertical drilling
depth of up to 40,000 feet, and is expected to be delivered in the
first quarter of 2010.

Pride does not have customer contracts for either drillship and
there are many newbuild ultra-deepwater drillships and
semisubmersibles scheduled for delivery in 2008 through 2010.  
Both construction contracts have been described as fixed-price,
but there are still risks of construction delays and cost overruns
due to modifications of equipment and design specifications.  

While deepwater demand is currently very strong and there are
indications that this strength will continue, there is still
significant uncertainty in predicting market conditions three
years out.  In addition to the speculative nature of these
newbuilds and the funding of the combined $1.4 billion cost, the
company's ratings are constrained by the overall size and quality
of Pride's fleet in comparison to its investment grade
competitors.

Although the company owns 60 rigs, including the two newbuilds, 38
are vintage shallow water jackups, mat, barge and other rigs.
Excluding these rigs, the company's 22 remaining rigs are much
smaller than the comparable fleet of Transocean/GlobalSantaFe
(142 rigs), Diamond Offshore Drilling (43), Noble Drilling (57)
and Ensco (48).

The company's smaller number and proportion of premium rigs could
pressure earnings in the next cyclical downturn because premium
equipment tends to keep working, albeit at lower dayrates,
compared to less capable older generation rigs which often ends up
being stacked.  Pride's shallow water jackups, mat and barge rigs
are particularly vulnerable to rapid declines in utilization and
dayrates.  

Also, while long-term contracts are beneficial to earnings
stability, there is still a risk that drilling contracts could be
amended or cancelled during industry downturns because of
construction delays, unsatisfactory rig performance or other
competitive considerations.  Additionally, in this high
utilization environment, escalating labor, raw material and
construction costs will continue to pose a challenge for Pride as
well as the rest of the industry in the near-to-medium term.

The ratings are supported by Pride's deepwater assets, which are
comparable in number with several offshore drilling peers and
represent the second largest fleet of dynamically positioned
deepwater rigs.  The company has also steadily reduced its
leverage (Debt/Capitalization of 37% at March 31, 2007 compared to
55% at Dec. 31, 2004), strengthened the depth and experience of
its management team, and appears to have resolved its previously
persistent internal control issues.

Pride Ratings Affirmed:

-- Ba1 CFR and Probability of Default Rating

-- $500 million Senior Notes due 2014 rated Ba2 (LGD 5, 71%)

-- $500 million Senior Secured Credit Facility rated Baa2 (LGD 2,
    13%)

-- Speculative Grade Liquidity Rating -- SGL - 2

-- Senior Unsecured Shelf rated (P) Ba2 (LGD 5, 71%)

-- Subordinated Shelf rated (P) Ba2 (LGD 6, 97%)

-- Preferred Shelf rated Ba2 (LGD 6, 97%)

Pride International, Inc. is headquartered in Houston, TX.


PRIMUS CLO: Moody’s Rates $15.5 Million Class E Notes at Ba2
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Primus CLO II, Ltd:

-- Aaa to the $302,500,000 Class A Senior Secured Floating Rate
    Notes due 2021;

-- Aa2 to the $8,500,000 Class B Second Priority Floating Rate
    Notes due 2021;

-- A2 to the $31,500,000 Class C Third Priority Deferrable
    Floating Rate Notes due 2021;

-- Baa2 to the $10,500,000 Class D Fourth Priority Deferrable
    Floating Rate Notes due 2021; and

-- Ba2 to the $15,500,000 Class E Fifth Priority Deferrable
    Floating Rate Notes due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The ratings reflect the risks due
to the diminishment of cash flow from the underlying portfolio
consisting primarily of U.S. dollar-denominated senior secured
loans due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Primus Asset Management, Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


PROSPECT MEDICAL: Signs Pact to Buy Alta Healthcare for $104 Mil.
-----------------------------------------------------------------
Prospect Medical Holdings Inc. entered into a definitive agreement
to acquire Alta Healthcare System Inc. for total consideration of
about $104 million.

Alta has achieved outstanding financial performance without any
significant managed care contribution and the combined companies
are expected to benefit from leveraging Prospect’s 13 Independent
Physician Associations, a network of more than 9,000 specialist
and primary care physicians.  For its fiscal year ended Dec. 31,
2006, Alta generated audited revenues and operating income of
$107 million and $16.9 million, respectively.

Closing will occur as soon as practicable, but is contingent upon
obtaining necessary financing and third party consents, and
satisfying other closing conditions.  Subject to final
documentation, Prospect has received a commitment in financing
from Bank of America N.A.

Dr. Jack Terner, chairman and chief executive officer of Prospect,
commented, "The anticipated acquisition of Alta is a logical step
in Prospect’s evolution.  This acquisition will transform the
Company into a vertically-integrated healthcare provider that we
believe will improve the delivery of patient care, and satisfy the
increasing demand by HMOs to contract with managed care partners
that offer an integrated physician/hospital solution.  Prospect
has established IPA networks.  Alta has earned an outstanding
reputation for patient care and as a physician-driven institution.
Alta will operate as a standalone entity, allowing its hospitals
to retain their local identities."

Dr. Terner continued, "In addition to the potential synergies that
this combination offers, we were also attracted to Alta because it
is led by an outstanding management team who enjoy strong
relationships with physicians and employees.  As a condition of
the acquisition, the key executives will remain with Alta.  
Prospect will enter into multi-year employment agreements with Sam
Lee and David Topper, the driving forces behind Alta’s success.  
Mr. Lee will join Prospect’s Board of Directors at closing.  In
addition, Alta has the right to name one independent director,
increasing Prospect’s Board from seven members to nine."

                      About Alta Healthcare

Alta Healthcare System Inc. is a private, for-profit hospital
management company that owns and operates four community-based
hospitals -- Van Nuys Community Hospital, Hollywood Community
Hospital, Los Angeles Community Hospital, and Norwalk Community
Hospital.  These hospitals provide a comprehensive range of
medical, surgical, and psychiatric services, and have a combined
339 licensed beds served by 351 on-staff physicians.

                      About Prospect Medical

Prospect Medical Holdings Inc. (AMEX: PZZ) --
http://www.prospectmedicalholdings.com/-- manages the medical  
care of individuals enrolled in HMO plans in Southern California.  
The company, through its Independent Physician Associations,
contracts with health care professionals to provide a full range
of services to HMO enrollees.  Services provided by Prospect
include contract negotiations, physician recruiting and
credentialing, HR, claims administration, financial services,
provider relations, case management, quality assurance, data
collection and MIS.

                           *     *     *

As reported in the Troubled Company Reporter on July 25, 2007,
Moody's Investors Service has affirmed the B3 corporate family
rating of Prospect Medical Holdings Inc. and assigned a B2 rating
to the proposed $115 million first lien senior secured credit
facility ($100 million term loan and $15 million revolving credit
facility) and a Caa2 rating to the proposed $45 million second
lien senior secured credit facility.  Prospect and Prospect
Medical Group Inc., an affiliated physician organization
controlled by Prospect, will be co-borrowers under the credit
facility.  The proceeds will be used to finance the acquisition of
Alta Healthcare System Inc., and retire existing debt at Prospect.  
The outlook on the ratings is stable.


PSS WORLD: Sales Up 6.2% in Three Months Ended June 29
------------------------------------------------------
PSS World Medical, Inc. reported its results for the fiscal 2008
first quarter ended June 29, 2007.

Net sales for the three months ended June 29, 2007, were
$438.9 million, an increase of 6.2%, compared with net sales of
$413.1 million for the three months ended June 30, 2006.

Net sales for the three months ended June 29, 2007, for the
Physician Business increased by 7.7%, while net sales for the
Elder Care Business increased by 3.1%.

Income from operations for the three months ended June 29, 2007
was $14.5 million compared with income from operations for the
three months ended June 30, 2006, of $18.7 million.

Net income for the three months ended June 29, 2007 was
$8.7 million, or $0.13 per diluted share, compared with net income
for the three months ended June 30, 2006, of $11 million, or $0.16
per diluted share.

The company noted that the first quarter operating income was
negatively impacted by these:

   i. costs associated with new state pedigree laws, particularly
      within the state of Florida, for the sale and distribution
      of pharmaceutical products ($2.7 million);

  ii. costs associated with integration of a recently acquired
      company ($0.7 million);

iii. sales training and marketing program costs to launch a new
      product category in its Physician Business ($1.2 million);

  iv. lower than expected equipment sales in its Physician  
      Business, primarily resulting from lost selling time used
      for program launch and training ($0.5 million).

The company’s revised goal for fiscal year 2008 consolidated GAAP
diluted earnings per share is a range of $0.81 to $0.85.

David A. Smith, Chairman and Chief Executive Officer, commented,
“This first quarter set back has challenged and energized the
determination of our officer team to execute our plans for the
next three quarters of the year.  Our field teams are very pleased
and excited by the new programs and products we have invested in
for their future growth.  We have good momentum in the business, a
solid plan, and are attractively positioned for future strategic
growth.”

David M. Bronson, Executive Vice President and Chief Financial
Officer, commented, “The costs we recognized in this first quarter
tended to mask some otherwise very good performance.  Other than
the shortfall in equipment revenue, traction in our key marketing
strategies was very strong with good revenue growth in Select(TM),
pharmaceuticals, and home care.  Continued focus on working
capital generated operating cash flow that exceeded our
expectations.  Our operating and shared service teams are focused
on building on that momentum to meet our earnings targets for the
remainder of the fiscal year.”

                        About PSS World

Based in Jacksonville, Florida, PSS World Medical Inc. (NASDAQ:
PSSI) -- http://www.pssworldmedical.com/-- is a national  
distributor of medical products to physicians and elder care
providers through its two business units.  Since its inception
in 1983, PSS operated in two market segments focused on customer
services, a consultative sales force, strategic acquisitions,
strong arrangements with product manufacturers and a unique
culture of performance.

                          *     *     *

To date, PSS World Medical Inc. carries Standard & Poor's Ratings
Services' BB long-term foreign and local issuer credit ratings.
The rating outlook remains stable.


PSS W0RLD: Earns $50 Million in Year Ended March 30
---------------------------------------------------
PSS World Medical Inc. reported net income of $50.5 million for
the year ended March 30, 2007, compared with net income of
$44.3 million for the year ended March 31, 2006.

Net sales for the year ended March 30, 2007, were $1.7 billion, an
increase of 7.5%, compared with net sales of $1.6 billion for the
year ended March 31, 2006.  Net sales for the year ended March 30,
2007, for the Physician Business increased by 12.9%, while net
sales for the Elder Care Business decreased by 3.5%.  Income from
operations for the year ended March 30, 2007, increased by 14.0%
to $82.5 million compared with income from operations for the year
ended March 31, 2006, of $72.4 million.

Net sales for the three months ended March 30, 2007, were
$443.0 million, an increase of 4.8%, compared with net sales of
$422.7 million for the three months ended March 31, 2006.  Net
sales for the three months ended March 30, 2007, for the Physician
Business increased by 7.7%, while net sales for the Elder Care
Business decreased by 1.5%.  Income from operations for the three
months ended March 30, 2007, increased by 17.4% to $24.3 million
compared with income from operations for the three months ended
March 31, 2006, of $20.7 million.  Net income for the three months
ended March 30, 2007, increased by 21% to $15.6 million, compared
with net income for the three months ended March 31, 2006, of
$12.9 million.

David A. Smith, chairman and chief executive officer, commented,
“Fiscal year 2007 was a great year for the people we care most
about – our customers, employees and shareholders.  Our customers’
satisfaction with our services drove revenue twice as fast as the
market’s growth. We achieved the best employee retention and job
satisfaction in our history, and earnings growth continued to
reward shareholders with appreciation and value.”

Results for the fiscal year 2007 included a write-down of unsold
influenza vaccine inventory in the third quarter resulting from
cancellation of customer orders due to an oversupply of vaccine in
the market and a mild flu season.  

David M. Bronson, executive vice president and chief financial
officer, commented, "In fiscal year 2007, our Elder Care business
was successfully repositioned for profitable growth in regional
and independent nursing homes and home health.  Operating income
grew by 36%, despite a revenue decline of 3.5%, validating our
decision to exit the less profitable national chain business.  The
Physician business continued to leverage growth in revenue and
improve operational efficiency, delivering 21% growth in operating
income when excluding the impact from the write-down of influenza
vaccine inventory.  Both businesses are benefiting from traction
in our global sourcing efforts.  Our Select(TM) brand of products
achieved all of the growth and profitability goals we established
for fiscal year 2007."

Mr. Smith concluded, "We have already set sail for the fiscal year
2008 goals.  Our focus is on execution of a balance of growth and
efficiency through services and innovation. Fiscal year 2007
achievements continued to build on our strong foundation and
confidence for our future continued success."

At March 30, 2007, the company's consolidated financial statements
showed $775.0 million in total assets, $394.1 million in total
liabilities, and $380.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?21d9

                         About PSS World

Based in Jacksonville, Florida, PSS World Medical Inc. (NASDAQ:
PSSI) -- http://www.pssworldmedical.com/-- is a national
distributor of medical products to physicians and elder care
providers through its two business units.  Since its inception
in 1983, PSS operated in two market segments focused on customer
services, a consultative sales force, strategic acquisitions,
strong arrangements with product manufacturers and a unique
culture of performance.

                          *     *     *

To date, PSS World Medical Inc. carries Standard & Poor's Ratings
Services' BB long-term foreign and local issuer credit ratings.
The rating outlook remains stable.


PSYCHIATRIC SOLUTIONS: 2nd Qtr. 2007 Net Income Lowers to $14.6MM
-----------------------------------------------------------------
Psychiatric Solutions Inc. reported that revenue increased 43.2%
to a record $354,126,000 for the second quarter ended June 30,
2007, from $247,237,000 for the second quarter of 2006.  Net
income for the second quarter 2007 was $14.6 million, compared to
$15.4 million a year ago.

Income from continuing operations was $15,266,000 for the second
quarter of 2007, which included a loss on refinancing of debt of
$8,179,000 primarily related to the company’s tender of its
10.625% senior subordinated notes.  Excluding that loss, adjusted
income from continuing operations was $20,269,000 for the second
quarter of 2007.  For the second quarter of 2006, income from
continuing operations was $15,974,000.

For the six months ended June 30, 2007, the company's revenues
were $676.6 million, compared to $488.8 million a year ago.  Net
income was $32.7 million for the six months ended June 30, 2007,
compare with $27.6 million a year ago.

Balance sheet showed total assets of $2.1 billion, total
liabilities of $1.4 billion, and total stockholders' equity of
$687.9 million at June 30, 2007.

"PSI completed another strong quarter of profitable growth for the
second quarter of 2007," said Joey Jacobs, Chairman, president and
chief executive officer of PSI.  "We set new records for revenue
and adjusted income from continuing operations, expanded our same-
facility EBITDA margin and completed the acquisition of Horizon
Health Corporation, bringing, among other assets, 15 new inpatient
facilities with approximately 1,600 beds to PSI.  As a result of
this acquisition, we had approximately 10,000 beds in 89
facilities at the end of the second quarter, up from approximately
6,500 beds in 58 facilities at the same time last year.

"Our results for the second quarter were consistent with our long-
term record of profitable growth.  Our revenue growth for the
quarter was driven by the performance of the facilities acquired
in the last year in combination with an increase in same-facility
revenue of 7%. Contributing to our same-facility revenue growth,
PSI’s same-facility patient days rose 2.3% for the quarter and
same-facility revenue per patient day increased 4.4%.

"The substantial growth in our revenue for the second quarter
enabled us to achieve further gains in operating leverage,
complementing our continuing initiatives to improve the operating
efficiency of each of our facilities.  As a result, our same-
facility EBITDA increased as a percentage of same-facility revenue
to 21.3% for the second quarter of 2007, compared with 19.8% for
the second quarter of 2006.  We are also pleased to have
maintained our EBITDA margin of 19.7% for all facilities for the
latest quarter, the same as the second quarter last year, which is
indicative of our progress in integrating acquired facilities with
lower margins and improving their results of operations.  PSI’s
consolidated adjusted EBITDA for the second quarter increased
45.6% to $60.9 million, or 17.2% of revenue, from $41.9 million,
or 16.9% of revenue, for the second quarter of 2006."

Based primarily on the company’s operating and financial results
for the second quarter and first half of 2007 and its outlook for
the remainder of the year, PSI increased its guidance for adjusted
earnings from continuing operations per diluted share for 2007 to
a range of $1.47 to $1.49, representing an annual growth rate in a
range of 29% to 31% compared to 2006.  PSI also affirmed its
previously established guidance for the third and fourth quarters
of 2007.  The company’s guidance excludes the one-time loss on
refinancing of debt and does not include the impact from any
future acquisitions.

Mr. Jacobs concluded, "PSI’s significant prospects for profitable
growth for the second half of 2007 and beyond reflect compelling
industry dynamics, including growing demand in a capacity
constrained market; our successful business model, which is based
on proven growth and operating strategies; and the compassionate
and high quality care our skilled facility teams provide our often
desperately ill patients and their families.  As the nation’s
leading provider of inpatient psychiatric care, we are well
positioned to leverage these strengths to expand our capability to
serve the growing needs of our industry and, thereby, to create
additional stockholder value."

                 About Psychiatric Solutions Inc.

Psychiatric Solutions Inc. --  http://www.psysolutions.com/--   
(NASDAQ: PSYS) offers inpatient behavioral health care services
for children, adolescents, and adults through acute inpatient
behavioral health care facilities and residential treatment
centers in the U.S.  Its headquarter is located in Franklin, Tenn.

                         *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's Investors Service affirmed the existing ratings of
Psychiatric Solutions Inc., despite the increase in leverage to
finance the proposed acquisition of Horizon Health Corporation for
$426 million, including the assumption of Horizon's debt.

Moody's expects PSI to add an additional $225 million to its
existing term loan, draw an additional $50 million on its existing
revolver ($300 million capacity) and use $200 million in senior
subordinated debt.  Moody's expects PSI to use the proceeds to
finance the acquisition of Horizon and repay the remaining balance
on its 10-5/8% senior subordinated notes.  The ratings outlook is
stable.


QUAKER FABRIC: Inks Pact with GB Merchant for $2 Mil. Overadvance
-----------------------------------------------------------------
Quaker Fabric Corporation disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that on July 18, 2007,
with the consent of Bank of America, N.A., entered into a
letter agreement with GB Merchant Partners, LLC, providing for a
$2.0 million Overadvance to the company under one or both of the
Term Loans under the 2006 Term Loan Agreement.

The Letter Agreement further provides for the payment of interest
at the Default Rate under the 2006 Term Loan Agreement and a
Forbearance and Funding Fee equal to 20% of any amounts funded
under the GB Overadvance, with the proceeds of each such GB
Overadvance to be used solely to fund wind-down expenses and other
costs and expenses set forth in a wind-down budget prepared under
the direction of and approved by RAS and further approved by the
Bank and GB.

                       Credit Agreement

On Nov. 9, 2006, the company’s wholly-owned subsidiary, Quaker
Fabric Corporation of Fall River, entered into a $25.0 million
amended and restated senior secured revolving credit agreement
with Bank of America and two other lenders.

Quaker Fall River's obligations to the revolving credit lenders
are secured by all of the company's assets, with a junior
interest in Quaker Fall River's real estate and machinery and
equipment.

Simultaneously, Quaker Fall River entered into two senior secured
term loans in the aggregate amount of $24.6 million, with GB
Merchant Partners, LLC as Agent for the term loan lenders.

The two term loans consist of a $12.5 million real estate loan and
a $12.1 million equipment loan.  The Term Loans are secured by all
of the company's assets, with a first priority security interest
in the company's machinery and equipment and real estate.

                      Likely Liquidation

As previously reported in the Troubled Company Reporter, the
company disclosed that it is likely to commence an orderly
liquidation of its business and a sale of its assets after it
failed to meet the requirements for committed borrowings under its
existing lending facilities.  The company however said it
continues to talk with each of its existing lenders about the
financing needed to conduct an orderly liquidation and sale.

On July 9, 2007, the company retained RAS Management Advisors,
Inc. to (i) manage, in consultation with management, the
liquidation of the assets of the company outside the normal course
of business in a manner intended to yield the greatest return to
the company's creditors and (ii) to advise the company
with respect to budgeting matters related to the liquidation
process.

                       Notice of Default

On July 3, 2007, both Bank o America and GB provided the company
with "Notice of Defaults and Exercise of Remedies; Reservation of
Rights" letters alleging that events of default had arisen under
the 2006 Loan Agreements because various representations and
warranties made by the company were not true at the time certain
Loans were made.  The Lenders further said that its disclosure o
likely liquidation constituted an admission of the company's
inability to pay its debts when due.

The effect of these Default Notices includes an increase in
the interest rates on the 2006 Loan Agreements to the Default
Rate, as defined in the 2006 Loan Agreements, which is 2% higher
than the otherwise applicable interest rates in the Agreements.  
In addition, the Default Notice provided to the company by the
Bank includes a provision notifying the company that the
Lenders "have no further obligation or commitment to make
additional Loans to the Borrower (Quaker Fall River).  The
decision to make any further Loans will be made in the sole
discretion of the Lenders.  The Administrative Agent expressly
reserves the full extent of its rights and remedies under the
Credit Agreement and applicable law.”

The Default Notice from GB includes an identical Reservation of
Rights Clause.  Each of the Bank and GB have the right to demand
immediate repayment of all amounts outstanding under the Loans
upon the occurrence of the events of default described in the
Default Notices.  To date, neither the Bank nor GB has made any
such demand.

As of July 20, 2007, there were $34.2 million of loans outstanding
under the 2006 Loan Agreements, including $19.5 million of loans
outstanding under the 2006 Term Loan and $14.7 million of loans
outstanding under the 2006 Revolving Credit Agreement, including
approximately $4.0 million of letters of credit outstanding.

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- engages in the design,
manufacture, and marketing of woven upholstery fabrics primarily
for residential furniture manufacturers and jobbers.  It also
develops and manufactures specialty yarns, including chenille,
taslan, and spun products for use in the production of its
fabrics, as well as for sale to distributors of craft yarns, and
manufacturers of home furnishings and other products.

Quaker Fabric Corporation sells its products through sales
representatives and independent commissioned sales agents in the
United States, Canada, Mexico, and internationally.


QUALITY HOME: Moody’s Affirms B2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed the ratings of Quality Home
Brands, but revised the rating outlook to negative, following a
predominantly debt financed acquisition of Troy/Hudson Lighting by
Quality Home Brands, the merged company will do business as
Generation Brands following the acquisition.

At the same time, Moody's downgraded the company's amended first
lien credit facility, revolver and term loan, to B1 from Ba3 and
affirmed the amended second lien facility at Caa1.  The assigned
ratings are subject to the receipt of final documentation, with no
material changes to the terms as originally reviewed by Moody's.

Quality Home Brands is acquiring both Troy-CSL Lighting and Hudson
Lighting with a $98 million add-on to existing first lien term
loan and a $40 million add-on to its second lien term loan and
equity.  "Although the acquisition will be funded principally with
debt, the company's proforma leverage of about 6.5x, will only
slightly increase" said Kevin Cassidy, Vice President/Sr. Credit
Officer at Moody's Investors Service.

"The negative outlook reflects Moody's concern that the
combination of the company's high exposure to the softening
housing/home refurnishing markets and high leverage will constrain
its financial flexibility to withstand any unforeseen shocks to
its business," noted Mr. Cassidy.  He further noted that "the
negative outlook reflects Moody's view that the company may not be
able to delever as quickly as anticipated because of the soft
housing market and that leverage may remain around 6.5x by the end
of the year."

The B2 corporate family rating reflects the company's high
leverage but also the company's portfolio of strong brand names,
history of cash flow generation and debt reduction, strong double
digit operating margins and strong market share in the electric
lighting industry.  Mr. Cassidy said that "we believe that these
factors provide somewhat of a buffer against the uncertainty in
the housing market and consumer spending and will result in the
company maintaining key ratios consistent with a B2 consumer
durables company, although it is weakly positioned as indicated by
the negative outlook."

"The downgrade in the first lien term loan and revolver reflects
the change in the capital structure whereby there is now
relatively less junior capital, second lien, supporting the more
senior first lien" said Mr. Cassidy.

These ratings were affirmed:

-- Corporate family rating at B2;
-- Probability of default rating at B2;
-- 2nd lien term loan at Caa1;

These ratings were downgraded:

-- 1st lien term loan to B1 (LGD 3, 34%) from Ba3 (LGD 3, 32%);
    and

-- 1st lien revolver to B1 (LGD 3, 34%) from Ba3 (LGD 3, 32%).

Quality Home Brands Holdings, L.L.C. is a designer, manufacturer,
importer, and marketer of lighting fixtures headquartered in North
Carolina.  Proforma net sales for the LTM ended June 2007 were
less than $500 million.


QUALITY HOME: $138.6MM Loan Increase Cues S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cary,
North Carolina-based Quality Home Brands Holdings LLC to negative
from stable.  At the same time, S&P affirmed all ratings,
including the 'B' corporate credit rating and the senior secured
ratings, on the company.  The recovery rating remains unchanged at
'2', indicating the expectation for substantial (70%-90%) recovery
in the event of a payment default.
      
The outlook action follows the announcement that Quality Home
Brands will increase its existing term loans by $138.6 million.  
The add-ons will consist of $98.6 million to the first-lien term
loan and $40 million to the second-lien term loan, bringing the
total of the credit facility to $555 million.
     
"The outlook revision reflects our concern about the company's
increased leverage and more aggressive financial policy," said
Standard & Poor's credit analyst Bea Chiem.  "Furthermore, we are
concerned with the effect that the slowing domestic housing market
will have on Quality Home Brands' financial performance in the
near-to-intermediate term."
     
Net proceeds from the add-ons to the term loans will finance the
acquisition of Troy/Hudson, a designer and supplier of decorative
interior and exterior lighting products for the home-remodeling
market.  Pro forma for the transaction, S&P expect the company to
have about $593 million in debt outstanding.
     
The ratings on Quality Home Brands reflect the company's high debt
leverage, narrow product focus, and participation in the highly
fragmented and competitive lighting industry.  Quality Home Brands
designs, supplies, manufactures, and markets residential lighting
fixtures.


R.H. DONNELLEY: To Acquire Business.com for $345 Million in Cash
----------------------------------------------------------------
R.H. Donnelley Corporation has signed a definitive agreement to
acquire Business.com, a business search engine and directory and
pay-per-click advertising network, for $345 million in cash and
deferred purchase consideration.

Through this transaction, R.H. Donnelley will add to its existing
interactive portfolio a rapidly growing and profitable business-
to-business company, with online properties that include
Business.com, Work.com and the Business.com Advertising Network.  
These online brands attract an audience of highly qualified and
motivated business decision makers.  Business.com optimizes the
revenues from these properties through the use of its Performance
Based Advertising platform, which is considered to be one of the
most advanced systems in the marketplace.

In addition, R.H. Donnelley's Triple Play(TM) business-to-consumer
integrated marketing solutions will also benefit from a
significant infusion of leading-edge search and directory
technology and interactive thought leadership from Business.com,
particularly in the areas of performance based advertising
technologies and corresponding ad network capabilities.

Business.com employs approximately 100 highly-skilled
technologists, strategists and businesspeople and serves more than
6,000 business-to-business advertisers and their agencies.  The
company is profitable and is expected to generate revenues of
greater than $50 million in 2007.  It is widely recognized as a
leader in the online business-to-business commercial search space
and has been named to the "Inc. 500" and BtoB magazine's "Media
Power 50".

"With this transaction R.H. Donnelley takes another significant
step forward in the online local commercial search marketplace,"
David C. Swanson, chairman and CEO of R.H. Donnelley Corporation,
said.  "Upon closing, we will immediately gain a profitable
business-to-business vertical that is widely recognized as one of
the leaders in the market. We also gain technology and talent that
will accelerate our capabilities with DexKnows.com and other
aspects of our digital strategy."

The deal is expected to close in the third quarter of 2007 and is
subject to customary terms and closing conditions, including
compliance with the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.

           Appointment of Interactive Unit President

Business.com is led by Founder and CEO Jake Winebaum, a highly-
regarded, successful leader of Internet and media companies.  Upon
closing of the transaction, Mr. Winebaum will be appointed as
President of R.H. Donnelley's interactive unit, which will now
include DexKnows.com(TM), LocalLaunch! search engine marketing
company, Business.com, Work.com and the Business.com Advertising
Network. Winebaum will lead RHDi from Santa Monica, California,
and will report directly to Mr. Swanson.

Prior to starting Business.com, Mr. Winebaum led the Internet
activities of The Walt Disney Company, serving as the Chairman of
Buena Vista Internet Group, which managed high-profile brands such
as Disney.com and ESPN.com.  His leadership and contributions to
the Internet industry have been acknowledge by Time magazine,
which included him as one of the Top 50 Cyber Elite and Wired
magazine, who placed him on the Wired 25.

"We are very excited about joining the R.H. Donnelley
organization," Mr. Winebaum said.  "Business.com and the platform
we built over the past seven years are a perfect complement to
R.H. Donnelley's interactive strategy.  The solutions that we have
created for business decision makers and advertisers are directly
applicable to what is required to service the local search and
directory needs of consumers and local merchants.  It is exciting
to become part of an organization with such substantial reach,
capabilities and resources.  Business.com is already a profitable
and growing enterprise, but together we will accelerate this
growth and ensure our combined leadership position in the business
and local markets."

Mr. Swanson added, "We are very pleased to welcome Jake and the
Business.com team to R.H. Donnelley.  Jake's track record of
success and significant experience in building and running
successful interactive organizations make him the perfect choice
to lead RHDi's fast-growing interactive business."

                       About R.H. Donnelley

Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
formerly The Dun & Bradstreet Corp., (NYSE: RHD) --
http://www.rhdonnelley.com/ -- publishes and distributes   
print and online directories in the U.S.  It offers print
directory advertising products, such as yellow pages and white
pages directories.  R.H. Donnelley Inc., Dex Media, Inc. and Local
Launch, Inc. are the company's only direct wholly owned
subsidiaries.

                          *     *     *

R.H. Donnelley Corp.’s 6-7/8% Senior Unsecured Notes due 2013
holds Moody’s Investors Service’s B3 rating, Standard & Poor’s B
rating and Fitch Ratings’ CCC+ rating.


R.H. DONNELLEY: Earns $25 Million in Second Quarter 2007
--------------------------------------------------------
R.H. Donnelley Corporation reported net income for second quarter
2007 of $25 million.  Second quarter 2007 free cash flow was
$146 million based on cash flow from operations of approximately
$171 million and $24 million of capital expenditures.  Advertising
sales during the second quarter were $729 million, up 0.2% from
the same period in the prior year.  Net revenue for the quarter
was $667 million.  EBITDA, including $8 million of FAS 123 R
expense and approximately $8 million of purchase accounting
entries, during the second quarter was $348 million.  As of
June 30, 2007, RHD's net debt outstanding, including the purchase
accounting fair value adjustment of $181 million, was
$9.98 billion.

"The highlight of the quarter was the growth in our AT&T markets
in Illinois," David C. Swanson, chairman and CEO of R.H.
Donnelley, said.  "Second quarter is that region's largest ad
sales period and includes the highly competitive Chicago market.  
We've worked hard over the last two years to make improvements
there and it's rewarding to see the results of those efforts.  Our
robust suite of Internet solutions in addition to our print yellow
pages are proving to be a very effective combination in larger
markets.  Our progress in Illinois was partially offset by the
impact of the soft real estate sector and the challenges in major
metro markets in our EMBARQ and Qwest markets."

                         Outlook

The company is affirming the annual guidance last provided on
April 26, 2007.  The guidance summarized does not reflect the
impact of the pending acquisition of Business.com.

   -- Positive advertising sales growth;

   -- Net revenue of approximately $2.67 billion;

   -- EBITDA, excluding FAS 123 R expense and purchase accounting
      impacts, of approximately $1.44 billion.

   -- Free cash flow of approximately $615 million;

   -- Net debt, excluding fair value adjustment, at year end of
      approximately $9.5 billion;

   -- Weighted average fully diluted shares outstanding during
      2007 of up to 72.5 million.

                       About R.H. Donnelley

Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
formerly The Dun & Bradstreet Corp., (NYSE: RHD) --
http://www.rhdonnelley.com/ -- publishes and distributes   
print and online directories in the U.S.  It offers print
directory advertising products, such as yellow pages and white
pages directories.  R.H. Donnelley Inc., Dex Media, Inc. and Local
Launch, Inc. are the company's only direct wholly owned
subsidiaries.

                          *     *     *

R.H. Donnelley Corp.’s 6-7/8% Senior Unsecured Notes due 2013
holds Moody’s Investors Service’s B3 rating, Standard & Poor’s B
rating and Fitch Ratings’ CCC+ rating.


ROCKFORD PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rockford Products Corporation
        707 Harrison Avenue
        Rockford, IL 61104
        Tel: (815) 229-4342

Bankruptcy Case No.: 07-71768

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                    Case No.
      ------                                    --------
      Rockford Products Global Services, Inc.   07-71769

Type of Business: The Debtor group is a customer driven supplier
                  of standard fasteners, cold-formed components,
                  and related products and services from worldwide
                  sources.  It has been operating since 1929.
                  See http://www.rockfordproducts.com/and
                  http://www.rockfordinternational.com/

Chapter 11 Petition Date: July 25, 2007

Court: Northern District of Illinois (Rockford)

Debtor's Counsel: Thomas J. Augspurger, Esq.
                  LeBoeuf, Lamb, Greene & MacRae LLP
                  Two Prudential Plaza
                  180 North Stetson Avenue, Suite 3700
                  Chicago, IL 60601-6710
                  Tel: (312) 794-8054
                  Fax: (312) 729-6554

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
   Rockford Products        $1 Million to      $1 Million to
   Corporation              $100 Million       $100 Million

   Rockford Products        Less than          $1 Million to
   Global Services, Inc.    $10,000            $100 Million

Rockford Products Corporation's List of its 20 Largest
Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Yensen                         Trade Vendor Claim     $1,628,887
c/o Nelson Hsu
No. 11-8, Hsin Chuang Road
Kangshan, Kaohsiung Hsien
Taiwan, R.O.C.
Tel: 07-6242307
Fax: 07-6242309

Charter Steel                  Trade Vendor Claim     $1,522,579
c/o John Couper
1212 West Glen Oaks Lane
P.O. Box 217
Mequon, WI 53092-0217
Tel: (262) 243-4720
Fax: (262) 243-4720

Chun Men                       Trade Vendor Claim     $1,049,056
No. 92 Chia Hsin-Tung Road
Chu Wei-Lii, Kangshan
Kaoshiung Hsien
Taiwan, R.O.C.
Tel: 886-7-6213825
Fax: 886-7-6230562

BCS Cuyahoga LLC               Trade Vendor Claim       $701,186
c/o Tom McCormick
1175 Harbor Avenue
P.O. Box 13191
Memphis, TN 38113
Tel: (901) 946-1005
Fax: (901) 948-6266

Porteous Fastener Co.          Trade Vendor Claim       $676,516
c/o Dick Kleppe
1040 Watson Center Road
Carson, CA 90745
Tel: (310) 847-6721
Fax: (310) 835-0415

Industrial Energy              Trade Vendor Claim       $668,810
Applications
c/o Diane Lund
203 3rd Avenue Southeast
Suite 300
Cedar Rapids, IA 52401
Tel: (319) 786-2708
Fax: (319) 786-2765

Jinn Her                       Trade Vendor Claim       $528,479
c/o Y.Y. Tsai
No. 107 Shin-Lo Street
Kangshan, Kaohsiung 82001
Taiwan, R.O.C.
Tel: 6229801-189
Fax: 6223750

Americo Chemical Products      Trade Vendor Claim       $511,558
c/o Chris Bozin
1515 East Woodfield Road
Suite 740
Schaumburg, IL 60173
Tel: (847) 805-0830
Fax: (847) 805-0836

Engman-Taylor                  Trade Vendor Claim       $470,701
c/o Fred Johnson
7980 Burden Road
Machesney Park, IL 61115
Tel: (815) 282-0124 ext. 113
Fax: (815) 282-0472

Soung Luder Fastener           Trade Vendor Claim       $466,611
c/o Jin Fu Lin
1F, No. 33, Mingde Street
Gangshan Township
Kaohwiun county 820
Taiwan, R.O.C.
Tel: 07-628-1127
Fax: 07-628-1740

Soung Fu                       Trade Vendor Claim       $409,577
c/o Jin Fu Lin
No. 45-80 Char Faq Road
Kang Sang
Kaohsiung Hsien, 820
Taiwan, R.O.C.
Tel: 07-628-1127
Fax: 07-628-1740

Tru-Cut Production Inc.        Trade Vendor Claim       $403,244
c/o Phil Whitehead
102 North Elida
Winnebago, IL 61088
Tel: (815) 335-2215
Fax: (815) 335-1015

Carpenter Technology           Trade Vendor Claim       $352,793
c/o Stefanie O'Brien
101 West Bern Street
Reading, PA 19601
Tel:(866) 709-9948

ABC                            Trade Vendor Claim       $307,990
c/o Manfred Hofschneider
ABC Umformtechnik
Kolner Strasse 64
D-58285 Gevelsberg
Germany
Tel: 49-233-3799320
Fax: 49-233-3799299

Distribution Data Inc.         Trade Vendor Claim       $300,000
c/o Mike Noll
16101 Snow Road, Suite 200
Cleveland, OH 44142
Tel: (216) 362-3025
Fax: (216) 362-3029

UPS Supply Chain Solutions     Trade Vendor Claim       $288,037
c/o Nicholas Fariello
500 Busse Road
Elk Grove Village, IL 60007
Tel: (630) 274-1503

Cornwall Enterprises           Trade Vendor Claim       $276,603
c/o Roger Chen
32 chia hsin East Road
Kangshan
Chen Kachsiung Hsien
Taiwan, R.O.C.
Tel: 07-622-2811
Fax: 07-622-4437

Custom Metal Products          Trade Vendor Claim       $267,576
c/o Joe Klink
1827 Broadway
Rockford, IL 61104
Tel: (815) 397-2677
Fax: (815) 397-0324

Hi-Tech International          Trade Vendor Claim       $259,299
c/o Jittendra Bavishi
B-6, Brindavan Co-Op Society
L.J. Gupta Marg
Deonar, Mumbai
400 088 India
Tel: 22-557-5473
Fax: 22-557-1399

Induction Heat Treating        Trade Vendor Claim       $223,195
c/o R.E. Haimbaugh
775 Tek Drive
Crystal lake, IL 60014
Tel: (815) 477-7788
Fax: (815) 477-7784


SACO I: Poor Collateral Performance Cues S&P to Lower Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from SACO I Trust's series 2006-1 and 2006-8.  Of the four
lowered ratings, S&P removed two from CreditWatch with negative
implications and one remains on CreditWatch negative.  At the same
time, S&P affirmed its ratings on the remaining classes from both
SACO I Trust transactions.
     
The downgrades reflect the continuing deterioration of collateral
performance.  Both of these deals contain primarily second-lien
mortgage loans as collateral, which usually incur losses when the
loans become more than 180 days delinquent and are subsequently
charged off.  Realized losses have been outpacing excess interest
spread, which has reduced credit enhancement to levels that are
not sufficient to support the previous ratings on the downgraded
classes.
     
For series 2006-1, as of the June 2007 remittance period,
overcollateralization had been reduced to $3.98 million, or 1.28%
of the original pool balance.  Cumulative realized losses reached
$10.34 million, or 3.33% of the original pool balance.  Total
delinquencies and severe delinquencies (90-plus-days,
foreclosures, and REOs) constituted 7.31% and 3.62% of the current
pool balance, respectively.
     
For the same time period, the O/C for the pool backing series
2006-8 was completely depleted.  S&P lowered the rating on class B
to 'D' due to a $0.54 million principal write-down during the June
remittance period. Cumulative realized losses reached
$6.06 million, or 1.68% of the original pool balance.  Total and
severe delinquencies constituted 7.72% and 3.02% of the current
pool balance, respectively.
     
Standard & Poor's will continue to closely monitor the performance
of class M-3 from series 2006-1.  If the delinquent loans cure to
a point at which monthly excess interest begins to outpace monthly
net losses, thereby allowing O/C to build and provide sufficient
credit enhancement, S&P will affirm the rating and remove it from
CreditWatch.  Conversely, if delinquencies cause substantial
realized losses in the coming months and continue to erode credit
enhancement, S&P will take further negative rating actions on this
class.
     
The rating on class M-4 from series 2006-1 was removed from
CreditWatch 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 affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
Credit support for these deals is derived from a combination of
subordination, excess interest, and O/C.  Series 2006-8 also
benefits from a bond insurance policy from Ambac Assurance Corp.
('AAA').  These transactions were initially backed by either
subprime or Alt-A home equity lines of credit.  The guidelines
used in the origination process generally employed standards
intended to assess the credit risk of borrowers with imperfect
credit histories or relatively high ratios of monthly mortgage
payments to income.
    

                          Rating Lowered
   
                           SACO I Trust

                                          Rating
                                          ------
              Series    Class      To               From
              ------    -----      --               ----
              2006-1    M-2        BB               A-

       Rating Lowered and Remaining on Creditwatch Negative

                           SACO I Trust

                                     Rating
                                     ------
          Series    Class      To              From
          ------    -----      --              ----
          2006-1    M-3        B/Watch Neg     BBB+/Watch Neg
    
      Ratings Lowered and Removed from Creditwatch Negative
    
                          SACO I Trust

                                        Rating
                                        ------
             Series    Class      To              From
             ------    -----      --              ----
             2006-1    M-4        CCC             BB/Watch Neg
             2006-8    B          D               B/Watch Neg

                        Ratings Affirmed
     
                           SACO I Trust

                  Series    Class        Rating
                  ------    -----        ------
                  2006-1    A            AAA
                  2006-1    M-1          A
                  2006-8    A, A-IO      AAA


SCHUFF INT'L: S&P Withdraws Rating at Company's Request
--------------------------------------------------------
Standard & Poor's Rating Services withdrew its corporate credit
rating on Phoenix-based Schuff International Inc., at the
company's request.  The company recently retired the remainder of
its $100 million senior notes.


SAGERYDER INC: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SageRyder, Inc.
        fdba RTI Micro, Inc.
        dba Projector Lamp Center
        dba Big Screen Center
        dba Mount Center
        4060 Peachtree Road, Suite D334
        Atlanta, GA 30319
        Tel: (678) 325-6520

Bankruptcy Case No.: 07-71667

Type of Business: The Debtor, through its division, Big Screen
                  Center, provides quality audio visual products
                  and services to the business and consumers.

Chapter 11 Petition Date: July 25, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Todd E. Hennings, Esq.
                  Macey Wilensky Kessler Howick & Westfall
                  Marquis Two Tower, Suite 600
                  285 Peachtree Center Avenue, Northeast
                  Atlanta, GA 30303-1229
                  Tel: (404) 584-1222
                  Fax: (404) 681-4355

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Google, Inc.                     Trade Debt               $690,524
Department #33181
P.O. Box 39000
San Francisco, CA 94139-3181

Da-Lite Screen Company, Inc.     Trade Debt               $574,453
P.O. Box 37
Warsaw, IN 46581
American Express                 Trade Debt               $504,693
P.O. Box 650448
Dallas, TX 75265-0448

Elki International               Trade Debt               $499,953
P.O. Box 514650
Los Angeles, CA 90051-4650

Stampede                         Trade Debt               $482,162
P.O. Box 2907
Buffalo, NY 14240-2907

Draper, Inc.                     Trade Debt               $437,129
411 South Pearl Street
P.O. Box 425
Spiceland, IN 47385

Peerless Industries              Trade Debt               $287,065
3215 West North Avenue
Melrose Park, IL 60160

Andrews Electronics              Trade Debt               $165,135

Ingram Micro                     Trade Debt               $106,658

Ushio                            Trade Debt               $101,838

OmniMount Systems                Trade Debt                $65,972

Chief Manufacturing              Trade Debt                $61,962

FedEx - U.S. collections         Trade Debt                $59,372

Wynit                            Trade Debt                $44,909

Lutz Real Estate Investment      Trade Debt                $44,428

Randstad                         Trade Debt                $38,375

Venture Direct Worldwide, Inc.   Trade Debt                $35,000

Tech Data Corporation            Trade Debt                $31,973

Elite Screens                    Trade Debt                $31,913

Specialty Marketing, Inc.                                  $31,446


SAINT VINCENTS: Court Confirms First Amended Chapter 11 Plan
------------------------------------------------------------
The Honorable Adlai Hardin of the U.S. Bankruptcy Court for the
Southern District of New York confirmed Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates First
Amended Chapter 11 Plan on July 27, 2007.

As reported in the Troubled Company Reporter on June 8, 2007,
Guy Sansone, chief executive officer and chief restructuring
officer of SVCMC, declared that the First Amended Plan is
actually six distinct Chapter 11 plans.  However, in light of the
fact that each Debtor has the same procedural provisions of the
Plan, the Debtors are submitting a single Plan and Disclosure
Statement.

The Amended Plan provides for the reorganization of SVCMC and the
liquidation of the five other debtors.

       Statutory Requirements for Plan Confirmation

The Debtors stepped Judge Hardin through the 16 statutory
requirements under Section 1129(a) of the Bankruptcy Code
necessary to confirm their First Amended Chapter 11 Plan:

A. The First Amended Plan complies with and satisfies all
   applicable provisions of the Bankruptcy Code as required by
   Section 1129(a)(1), including, without limitation, Sections
   1122 and 1123 of the Bankruptcy Code, and Rule 3016 of the
   Federal Rules of Bankruptcy Procedure:

   * As required by Section 1122(a), the Claims and Equity
     Interests placed in each Class of the First Amended Plan are
     substantially similar to the other Claims and Equity
     Interests within that Class.

   * The Plan designates each Class of Claims and Equity
     Interests, as required by Section 1123(a)(1).

   * The Plan specifies the Unimpaired Classes of Claims and the
     treatment of each Class of Claims and Equity Interests that
     is Impaired, in accordance with Sections 1123(a)(2) and
     1123(a)(3).

   * In accordance with Section 1123(a)(4), the Plan provides for
     the same treatment by the Debtors of each Claim or Equity
     Interest within a particular Class unless the claim or
     interest holder has agreed to a less favorable treatment of
     that Claim or Equity Interest.

   * Pursuant to Section 1123(a)(5), the Plan and the Plan
     Supplement provides adequate and proper means for its
     implementation, including:

     -- the terms of the Secured Obligation,

     -- the terms of the Unsecured Obligation,

     -- the terms associated with the creation, mechanics,
        oversight and tax consequences of the Litigation Trust
        and the MedMal Trusts,

     -- Reorganized Articles of Incorporation and Reorganized
        By-laws for Reorganized SVCMC,

     -- the names of the members of the initial Board of
        Directors and officers of Reorganized SVCMC,

     -- a schedule of certain restructuring transactions which,
        in Reorganized SVCMC's discretion, may be effectuated
        on or after the Effective Date,

     -- that certain Supplemental Agreement with Pension
        Benefit Guaranty Corporation in connection with the
        First Amended Plan dated July 5, 2007,

     -- the MedMal Trust Agreements,

     -- the Litigation Trust Agreement, and

     -- the commitment letter setting forth the terms and
        conditions upon which Reorganized SVCMC will enter into
        the Exit Facility on or before the Effective Date.

   * As Reorganized SVCMC will remain a non-profit organization,
     it does not issue equity securities and accordingly will
     have no non-voting equity securities, as required under
     Section  1123(a)(6).

   * The Debtors have included in the Plan Supplement the names
     of the members of the initial Board of Directors and
     Officers of Reorganized SVCMC.  The selection of those
     individuals is consistent with the interest of creditors,
     equity security holders, and public policy in accordance
     with Section 1123(a)(7).

   * The provisions of the Plan are appropriate and not
     inconsistent in any respect with the applicable provisions
     of the  Bankruptcy Code, thereby satisfying Section 1123(b).

B. The Debtors have complied with all applicable provisions of
   the Bankruptcy Code, as required by Section 1129(a)(2),
   including, without limitation, Sections 1123, 1125 and 1126
   and Bankruptcy Rules 3017, 3018 and 3019.

C. Pursuant to Section 1129(a)(3), the Debtors have proposed the
   Plan in good faith and not by any means forbidden by law.  The
   Plan was proposed with the legitimate and honest purpose of
   maximizing the value of the Debtors' estates and to effectuate
   a successful reorganization of SVCMC and an orderly
   liquidation of the Other Debtors, consistent with SVCMC's
   charitable and non-for profit mission.

D. Pursuant to Section 1129(a)(4), any payment made or promised
   by the Debtors for services, cost, and expenses in connection
   with the Chapter 11 cases have been approved by the Court as
   reasonable.

E. Pursuant to Section 1129(a)(5), the Debtors have disclosed the
   identity and affiliations of the persons proposed to serve as
   initial directors and officers of the Reorganized Debtors, and
   the appointment to, or continuance in, those offices by those
   persons is consistent with the interests of the Debtors'
   creditors and with public policy.

   The Debtors have also disclosed the identity and affiliations
   of insiders who will be employed or retained by the
   Reorganized Debtors and the nature of compensation of those
   insiders from and after the Effective Date.

F. Section 1129(a)(6) is satisfied because the Plan does not
   provide for any change in the rates over which a governmental
   regulatory commission has jurisdiction.

G. The Plan satisfies Section 1129(a)(7) of the Bankruptcy Code
   as the liquidation analyses, the Plan Supplement and other
   evidence proffered at or prior to the Confirmation Hearing:

   (a) are persuasive and credible;

   (b) have not been controverted by other evidence; and
   
   (c) establish that each holder of an impaired Claim or
       Equity Interest against SVCMC has voted on the Plan,
       and will receive, on account of that Claim or Interest,
       property of a value that is not less than the amount
       that holder would receive if the Debtors were
       liquidated under Chapter 7 of the Bankruptcy Code.

H. Pursuant to Section 1129(a)(8), each of Class 2-2 Aptium
   Secured Claim, Class 3 General Unsecured Claims against SVCMC,
   Class 4 MedMal-BQ Claims, Class 5 MedMal-MW Claims, Class 6
   MedMail-SI Claims, Class 8 Intercompany Claims, Class A3
   General Unsecured Claims against MS-SVH, Class A4 Equity
   Interest in MS-SVH, and Class E4 Equity Interest in CMC-RS is
   impaired and has voted to accept the Plan.

I. The Plan provides for the treatment of Administrative Expense
   Claims, Priority Non-Claims, and Priority Tax Claims, and
   thus complies with Section 1129(a)(9).

J. At least one Impaired Class of Claims has accepted the Plan,
   excluding the votes cast by insiders.  Accordingly, Section
   1129(a)(10) has been satisfied.

K. The Plan is feasible as the evidence proffered or adduced at
   the Confirmation Hearing (i) is persuasive and credible, (ii)
   has not been controverted by other evidence, and (iii)
   establishes that the Plan is not likely to be followed by the
   liquidation, or the need for further financial reorganization
   of the Debtors.  Accordingly, the requirements of Section
   1129(a)(11) are satisfied in all respects.

L. The Plan provides for the payment of all fees payable pursuant
   to Section 1930(a)(6) of the Judiciary and Judicial Procedure
   Code with respect to each of the Chapter 11 Cases.  The Plan
   therefore satisfies the requirements of Section 1129(a)(12).

M. In accordance with Section 1129(a)(13), the Plan provides for
   the continuation, after the Effective Date, of all retiree
   benefits, if any, as that term is defined in Section 1114 of
   the Bankruptcy Code, at the levels established pursuant to
   Sections 1114(e)(1) or 1114(g) at any time prior to the
   Confirmation Date, for the duration of the period that the
   Debtors are obligated to provide those benefits.

N. SVCMC is not required by a judicial or administrative order,
   or by statute, to pay a domestic support obligation.  Section
   1129(a)(14) is, therefore, inapplicable.

0. SVCMC is not an individual, and accordingly, Section
   1129(a)(15) is inapplicable.

P. Section 1129(a)(16) is inapplicable as it provides that all
   property transfers pursuant to a plan must be made in
   accordance with applicable non-bankruptcy law that governs the
   transfer of property by a corporation or trust that is "not a
   moneyed, business or commercial corporation or trust.

The Debtors made some unsubstantial amendments to the Plan as
reflected on the record at the Confirmation Hearing.  Those
amendments do not adversely change the treatment of the Claims
and Equity Interests of the Debtors' creditors, and thus no
further solicitation of votes is required, the Court finds.

The treatment of the DASNY Subordinated Claims has been modified
consistent with the terms of the agreement between the Debtors
and DASNY as reported on the record of the Confirmation Hearing.

450 Partners LLC, as landlord for a lease agreement for a non-
residential real property located at 450 West 33rd Street, in New
York, opposed the Plan to the extent it extends the time by which
the Debtors may assume, assume or assign or reject an unexpired
lease of real property beyond the Confirmation Date.

The Court rules that in the event the 33rd Street Lease is
assigned or sold, the proceeds of which will be distributed as:

  (i) 5% of the Net Proceeds to 450 Partners LLC, and

(ii) the balance of the Net Proceeds divided equally among the
      Reorganized SVCMC, the MedMal Trusts, and the Secured
      Obligation to the extent if has not previously been paid.

In light of the Court's order, 450 Partners' objection is deemed  
withdrawn.

All objections to confirmation of the Plan that have not been
otherwise withdrawn, waived, or settled are overruled.

Judge Hardin also authorizes the Debtors to enter into the Exit
Facility with General Electric Capital Corporation on or before
the Effective Date.

A full-text copy of the SVCMC Confirmation Order is available for
free at http://ResearchArchives.com/t/s?21e5

A full-text copy of the Court's Findings and Conclusions at the
Confirmation Hearing is available for free at
http://ResearchArchives.com/t/s?21e6

                       About Saint Vincents

Based in New York City, Saint Vincents Catholic Medical Centers of
New York -- http://www.svcmc.org/-- the healthcare provider in   
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.  

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  

(Saint Vincent Bankruptcy News, Issue No. 60 Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000)


SAN GABRIEL: Moody’s Rates $16.5 Million Class B-2L Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by San Gabriel CLO I Ltd:

-- Aaa to the $273,000,000 Class A-1L Floating Rate Notes Due
    September 2021;

-- Aaa to the Up to $40,000,000 Class A-1LV Floating Rate
    Revolving Notes Due September 2021;

-- Aa2 to the $25,000,000 Class A-2L Floating Rate Notes Due
    September 2021;

-- A2 to the $29,000,000 Class A-3L Floating Rate Notes Due
    September 2021;

-- Baa2 to the $15,000,000 Class B-1L Floating Rate Notes Due
    September 2021; and

-- Ba2 to the $16,500,000 Class B-2L Floating Rate Notes Due
    September 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio - consisting of commercial loans and
high yield corporate or other debt obligations - due to defaults,
the transaction's legal structure and the characteristics of the
underlying assets.

Churchill Pacific Asset Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


SHAMUS HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Shamus Holdings, LLC
        376 Boylston Street
        Boston, MA 02116

Bankruptcy Case No.: 07-14572

Chapter 11 Petition Date: July 25, 2007

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Charles A. Dale, III, Esq.
                  McCarter & Engllish, LLP
                  265 Franklin Street
                  Boston, MA 02110
                  Tel: (617) 449-6564
                  Fax: (617) 326-3082

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  Less than $50,000

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


SOLUTIA INC: Wants Exclusive Plan Filing Date Moved to Dec. 31
--------------------------------------------------------------
Solutia Inc. and its debtor-affiliates' current exclusive
period to file a plan of reorganization ends on July 30, 2007,
and the period of time to solicit acceptances of that plan
ends on Sept. 28, 2007.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to further extend their Exclusive
Filing Period up to and including Dec. 31, 2007, and
Exclusive Solicitation Period up to and including Feb. 29,
2008.

The Debtors filed their First Amended Plan and related disclosure
statement, as it has been or may be amended, on May 16, 2007.   
The modified Plan enjoys the support of many of Solutia Inc.'s
significant stakeholders, including the Official Committee of
Unsecured Creditors, Official Committee of Solutia's retirees,
Monsanto Company, and the Ad Hoc Committee of Trade Claims
Creditors.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Plan is premised on two settlements –- a
settlement between Solutia and Monsanto, and a settlement between
Solutia and the Retirees Committee, Monsanto and the Creditors
Committee.  The Settlements achieve a reallocation of legacy
liabilities and are the cornerstones of Solutia's Plan,
therefore, they must be approved before or in conjunction with
the confirmation of Solutia's Plan.  The Settlements will be
heard on Sept. 5, 2007.

Solutia is revising its Disclosure Statement and drafting the
necessary additional disclosures to comply with the Court's
directions.  In addition, Solutia is preparing for the Sept. 5,
2007 hearing on the Settlements .  Solutia believes that the
Settlements readily meet the standards for approval under
Bankruptcy Rule 9019.

Mr. Henes says that extension of the Exclusive Periods is
necessary to ensure that the Debtors will not be placed in a
position where it is prosecuting the Plan, but due to the
termination of the Exclusive Filing Period, the confirmation
process is disrupted by a recalcitrant stakeholder filing a
competing plan.  That situation could have a material, adverse
impact on the Solutia, its operation and all parties-in-interest,
he tells the Court.

Solutia has acted as the honest broker throughout the Chapter 11
cases in an effort to resolve the differences among its
stakeholder groups and has made significant strides towards a
consensual plan, Mr. Henes relates.  If, however, Solutia cannot
preserve its exclusive right to prosecute the Plan, he points out
that the balance that has permitted the relevant parties-in-
interest to work together towards a consensual plan will be upset
and further progress will be jeopardized.

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

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured Creditors,
and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.
(Solutia Bankruptcy News, Issue No. 92; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOUTHEAST POST NO. 5179: Case Summary & 18 Largest Creditors
------------------------------------------------------------
Debtor: SOUTHEAST POST NO. 5179 VETERANS OF FOREIGN WARS OF THE
        UNITED STATES CORPORATION
        dba Veterans of Foreign Wars Post. No. 5179
        1116 South 43rd Street
        San Diego, CA 92113

Bankruptcy Case No.: 07-03933

Chapter 11 Petition Date: July 25, 2007

Court: Southern District of California (San Diego)

Debtor's Counsel: Michael T. O'Halloran
                  1010 Second Avenue, Suite 1727
                  San Diego, CA 92101
                  Tel: (619) 233-1727
                  Fax: (619) 233-6526

Estimated Assets: $1,014,600

Estimated Debts:    $283,527

Debtor's 18 Largest Unsecured Creditors:

  Entity                      Nature of Claim       Claim Amount
  ------                      ---------------       ------------
Internal Revenue Service    payroll taxes              $26,300
A.C.S. Support-Stop 813G
P.O. Box 145566
Cincinnati, OH 45250

State Board of              taxes                      $14,661
Equalization
1350 Front Street,
Suite 5047
San Diego, CA 92101

E.D.D.                      payroll taxes              $12,061
Bankruptcy Unit-M.I.C.
92E
P.O. Box 826880
Sacramento, CA 94280

Wells Fargo                 bank charges                $2,180

William Phyfer              loan for realty             $1,800
                            appraisal

Allied Waste Industries     services                    $1,704

A.T.&T.                     utility services            $1,141

A.D.T. Security Services    alarm services              $1,063

John Wade                   wages and benefits            $877

San Diego Gas & Electric    utility services              $243

PayChex                     services                      $211

Sammie Shaw                 Chapter 11 filing             $200
                            fee loan

Art Harris                  Chapter 11 filing             $200
                            fee loan

City of San Diego           Inspection fees               $189
Treasurer

Charles McAdory             Chapter 11 filing             $180
                            fee loan

Maurice Hunter              wages                         $139

Cox Communications          utility services              $137

Christopher Corchado        Chapter 11 filing             $100
                            fee loan


STANFIELD MCLAREN: Moody’s Rates $20 Mil. Class B-2L Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Stanfield McLaren CLO, Ltd:

-- Aaa to the $7,500,000 Class X Floating Rate Notes Due
    August 2013;

-- Aaa to the Up To $60,000,000 Class A-1LV Floating Rate
    Revolving Notes Due February 2021;

-- Aaa to the $333,000,000 Class A-1L Floating Rate Notes
    Due February 2021;

-- Aa2 to the $40,000,000 Class A-2L Floating Rate Notes Due
    February 2021;

-- A2 to the $28,000,000 Class A-3L Floating Rate Notes Due
    February 2021;

-- Baa2 to the $22,000,000 Class B-1L Floating Rate Notes       
    Due February 2021; and

-- Ba2 to the $20,000,000 Class B-2L Floating Rate Notes Due   
    February 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of senior
secured loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

Stanfield Capital Partners LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


SYMBOLLON PHARMA: Posts $1.3 Mil. Net Loss in Qtr. Ended March 31
-----------------------------------------------------------------
Symbollon Pharmaceuticals Inc. reported a net loss of $1.3 million
for the first quarter ended March 31, 2007, compared with a net
loss of $548,771 for the same period ended March 31, 2006.  The
company reported zero revenues in both periods.

The increased net loss for the current quarter period resulted
primarily from increased clinical development expenses related to
the ongoing clinical trials of IoGen and investor relations
expenses. We expect to continue to incur operating losses for the
foreseeable future.

At March 31, 2007, the company's consolidated balance sheet showed  
$1.9 million in total assets, $463,119 in total liabilities, and
$1.4 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?21d8

                       Going Concern Doubt

Vitale, Caturano & Company Ltd., in Boston, expressed substantial
doubt about Symbollon Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit.

                 About Symbollon Pharmaceuticals

About Symbollon Pharmaceuticals, Inc. (OTC: SYMBA) --
http://www.symbollon.com/-- is a specialty pharmaceutical company  
focused on the development and commercialization of proprietary
drugs based on its molecular iodine technology.  Symbollon is
conducting a Phase III clinical trial evaluating IoGen as a
potential treatment for moderate to severe periodic pain and
tenderness (clinical mastalgia) associated with fibrocystic breast
disease (FBD).


TAYLOR CAPITAL: Earns $7.2 Million in 2nd Quarter Ended June 30
---------------------------------------------------------------
Taylor Capital Group, Inc, the holding company for Cole Taylor
Bank, reported net income for the quarter ended June 30, 2007 of
$7.2 million, or $0.65 per diluted common share, an increase of
$1.8 million, or 34.4%, compared with the first quarter of 2007.

The increase in earnings reflected a $1.7 million decrease in the
provision for loan losses, higher noninterest income and lower
noninterest expenses.  Net interest income was basically
unchanged.  Noninterest income increased $742,000, primarily from
the recognition of $400,000 in loan syndication fees during the
second quarter.

Net income for the six months ended June 30, 2007 totaled
$12.5 million, or $1.12 per diluted common share, a decrease of
$2.7 million, or 17.7%, compared with the first six months of
2006.  The decline in earnings reflected a $2.6 million decrease
in net interest income and a $2.5 million increase in the
provision for loan losses.

During the second quarter of 2007, the company repurchased 334,761
shares of its common stock under its stock repurchase program at a
cost of $9.9 million.  Total shares outstanding at the end of the
quarter were 10,821,975 compared with 11,126,642 at the end of the
first quarter.          

Total loans on June 30, 2007 increased $61.3 million, or 2.5%,
compared with Dec. 31, 2006, and increased $94.0 million, or 3.8%,
compared with June 30, 2006. Total commercial and industrial (C&I)
loans on June 30, 2007 increased $93.4 million, or 12.1%, from
December 31, 2006, and $132.5 million, or 18.1%, compared with
June 30, 2006.

          Loan Quality and the Allowance for Loan Losses

Nonperforming assets were $37.1 million, or 1.13% of total assets
on June 30, 2007, compared with $27.6 million, or 0.85% of total
assets on March 31, 2007, $33.6 million, or 0.99% of total assets
on Dec. 31, 2006, and $29.6 million, or 0.88% of total assets on
June 30, 2006.

                       Funding Liabilities

Average total deposits for the second quarter decreased
$24.1 million compared with the first quarter of 2007.  Average
in-market deposits decreased $72.4 million in the second quarter
as a result of declines in money market accounts and certificates
of deposit.

Total deposits were $2.51 billion on June 30, 2007, a decrease of
$127.7 million from Dec. 31, 2006, and a decrease of
$155.6 million from June 30, 2006.  In-market deposits on
June 30, 2007 were $149.3 million lower than on Dec. 31, 2006.

Noninterest-bearing deposits were $64.4 million lower and money
market deposits were $32.9 million lower on June 30, 2007 compared
with Dec. 31, 2006.  The decrease in noninterest-bearing deposits
included a $39.9 million decline in deposits relating to corporate
trust services which reflected routine seasonal characteristics.

The company reported total assets of $3.3 billion, total
liabilities of $3 billion, and total stockholders’ equity of $268
million as of June 30, 2007.

                      About Taylor Capital

Headquartered in Illinois, Chicago, Taylor Capital Group Inc.
(Nasdaq: TAYC) -- http://www.taylorcapitalgroup.com/-- is a bank-  
holding company.  The company derives virtually all of its revenue
from its subsidiary, Cole Taylor Bank, which presently operates 11
banking centers throughout the Chicago metropolitan area.
    
                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch Ratings has upgraded these ratings with a Stable Outlook:
(i) Long-term IDR to 'BBB-' from 'BB+'; (ii) Short-term Issuer to
'F3' from 'B'; and, (iii) Individual to 'B/C' from 'C'.


THE MERIDIAN: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Meridian On Bainbridge Island, L.L.C.
        360 Knechtel Way, Suite 111
        Bainbridge Island, WA 98110

Bankruptcy Case No.: 07-13408

Type of business: The Debtor owns a four-story complex with
                  sixteen single-level residential suites, as well
                  as executive offices and guest accommodations.  
                  It also features a resort-style lobby with
                  concierge services, underground parking, Club
                  Meridian's private fitness center with steam
                  room, sauna, entertainment lounge, and outdoor
                  swim spa and terrace for sunbathing and
                  barbequing.  See http://www.themeridian.net/

Chapter 11 Petition Date: July 25, 2007

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Lawrence K. Engel, Esq.
                  106 West Roy Street
                  P.O. Box 9598
                  Seattle, WA 98109
                  Tel: (206) 352-6000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Meridian Homeowners                                     $7,300
Association
360 Knetchel Way
Box 111
Bainbridge Island, WA
98110

Roger's Landscaping                                     $2,699
2075 Seabeck Highway
Northwest
Bremerton, WA 98312

Ano'mino, Inc.                                          $2,000
520 North 5th Avenue,
Suite 526
P.O. Box 2949
Sequim, WA 98282


TOWER HILL: Moody’s Rates $53 Million Class E Notes at Ba2
----------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Tower Hill CDO II, Ltd:

-- Aaa to the $0 Class A-1 Senior Secured Funded Notes Due
    2023;

-- Aaa to the $300,000,000 Class A-1 Senior Secured Unfunded
    Notes Due 2023;

-- Aaa to the $9,415,000 Class A-X Notes Due 2023;

-- Aaa to the $0 Class A-2 Senior Secured Funded Notes Due
    2023;

-- Aaa to the $45,000,000 Class A-2 Senior Secured Unfunded
    Notes Due 2023;

-- Aa2 to the $11,000,000 Class B Type 1 Senior Secured  
    Funded Notes Due 2023;

-- Aa2 to the $0 Class B Type 2 Senior Secured Funded Notes
    Due 2023;

-- Aa2 to the $20,000,000 Class B Type 2 Senior Secured
    Unfunded Notes Due 2023;

-- A2 to the $50,000,000 Class C Type 1 Secured Funded
    Deferrable Notes Due 2023;

-- A2 to the $0 Class C Type 2 Secured Funded Deferrable
    Notes Due 2023;

-- A2 to the $25,000,000 Class C Type 2 Secured Unfunded
    Deferrable Notes Due 2023;

-- Baa2 to the $53,000,000 Class D Secured Floating Rate
    Deferrable Notes Due 2023; and

-- Ba2 to the $53,000,000 Class E Secured Floating Rate
    Deferrable Notes Due 2023.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of CDS Transactions and
Cash Assets due to defaults, the transaction's legal structure and
the characteristics of the underlying assets.

Zais Group, LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


TRIAD HOSPITALS: Debt Repayment Cues S&P to Withdraw Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
Triad Hospitals Inc., including its B+/Watch Neg/B-2 corporate
credit rating.  Community Health Systems, Inc. has acquired the
company.  Triad's debt obligations have been repaid.

Ratings List
Triad Hospitals Inc.
Ratings Withdrawn              To        From
                               --        ----
  Corporate credit rating      NR        B+/Watch Neg/B-2


WACHOVIA BANK: S&P Puts BB Prelim Rating on $100MM Class M Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $4.1 billion
commercial mortgage pass-through certificates series 2007-ESH.
     
The preliminary ratings are based on information as of July 26,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the historical and projected
performance of the underlying collateral, the experience and
financial strength of the sponsors and management company, the
liquidity provided by the trustee, the terms of the loan, and the
transaction structure. Standard & Poor's determined that the loan
has a debt service coverage of 1.33x on an assumed 10.50%
refinance constant, and a beginning and ending LTV of 85.0%.  
These statistics are based on the first mortgage loan and do not
reflect the impact of the mezzanine financing.
     
  
                    Preliminary Ratings Assigned
              Wachovia Bank Commercial Mortgage Trust
   
                 Class        Rating        Amount
                 -----        ------        ------     
                 A-1          AAA        $600,000,000
                 A-2          AAA      $1,975,000,000
                 B            AA+        $125,360,0000
                 C            AA         $177,840,000
                 D            AA-        $107,640,000
                 E            A+         $114,160,000
                 F            A          $124,520,000
                 G            A-         $131,040,000
                 H            BBB+       $130,440,000
                 J            BBB        $100,000,000
                 K            BBB-       $214,000,000
                 L            BB+        $200,000,000
                 M            BB         $100,000,000
                 X-1*         AAA      $2,500,000,000
                 X-2*         AAA        $700,000,000
                     
             *Interest-only class with a notional amount.


WENDY'S INTERNATIONAL: Earns $29.2 Mil. in Qtr. Ended June 30
-------------------------------------------------------------
Wendy's International Inc. reported net income of $29.2 million
in the second quarter of 2007, compared to a net loss of
$29.1 million in the second quarter of 2006.

Total revenues were $632.9 million in the second quarter of 2007,
down 0.2%, compared to $634.1 million in the second quarter of
2006.

Sales were 558.3 million in the second quarter of 2007, compared
to $557.8 million in the second quarter of 2006.  Sales are up
slightly due to positive same-store sales, but Wendy's had
31 fewer company-operated restaurants open at the end of the
second quarter of 2007 compared to the same quarter a year ago.

Franchise revenues were $74.6 million in the second quarter of
2007, compared to $76.3 million in the second quarter of 2006.  
The year-over-year decrease is due primarily to fewer open
franchise restaurants compared to 2006.

Average same-store sales were up 0.7% for U.S. company-operated
restaurants and 0.4% for U.S. franchise restaurants.  Wendy's(R)
has now produced 13 consecutive months of positive same-store
sales.

The company and its franchisees opened a total of 39 new Wendy's
restaurants during the second quarter of 2007.  The total number
of systemwide Wendy's restaurants at the end of the second quarter
in 2007 was lower at 6,661, compared to 6,673 at year-end 2006 and
6,743 at the end of the second quarter in 2006, reflecting
closures of underperforming restaurants.

As of June 30, 2007, total assets were $1.8 billion, total
liabilities were $1 billion, and total stockholders’ equity was
$766.4 million.

                      Management’s Comments

"We delivered significantly improved results versus a year ago,"
said chief executive officer and president Kerrii Anderson.  "Our
income and EBITDA results are encouraging and store operating
margins continue to expand as we execute our strategic plan."

"We are revitalizing the Wendy's brand with innovative product
introductions, a new advertising campaign and improving
operations," said Mr. Anderson.  "Our U.S. company-operated
restaurant EBITDA margin improvement was the result of strategic
initiatives we began implementing this year - an effective menu
management strategy and more efficient operations.  We believe
that price increases, which are impacting transactions in the
short term, will position us to produce profit expansion in the
longer term.  We have good momentum in the business as we focus on
improving profits in every restaurant in the Wendy's system."

"We are very encouraged by the positive consumer reaction to our
new 'That's Right' advertising campaign, and we're stepping up the
creative use of our 'Red Wig' icon in our marketing efforts - TV
advertising, on-line, in-store and more," said Wendy's chief
marketing officer Ian Rowden.  "After only six weeks, national
consumer research shows more than half of the respondents can play
back the 'I deserve a hot, juicy burger' line from our advertising
campaign and immediately associate the 'Red Wig' with Wendy's.
This is a key reason our core hamburger business is growing."

                         Other Highlights

Wendy's completed its spinoff of Tim Hortons(R) in the third
quarter of 2006 and completed the sale of Baja Fresh(R) Mexican
Grill during the fourth quarter of 2006.

As a result of its 2006 spinoff of Tim Hortons, the company, now
accounts for its 50% share of the restaurant real estate joint
venture with Tim Hortons, Wendy's and Tim Hortons' combination
units, under the equity method of accounting, rather than
consolidating the results of the joint venture in the company's
financial statements.  This change in accounting for the Company's
joint venture with Tim Hortons resulted in an overall reduction to
second-quarter 2007 operating income of $2.2 million compared to
the second quarter 2006.

During the second quarter of 2007, the company also entered into a
definitive agreement to sell Cafe Express.

                    118th Consecutive Dividend

The Board of Directors approved a quarterly dividend of 12.5 cents
per share, payable August 20 to shareholders of record as of
August 6.  The dividend payment will represent the company's 118th
consecutive dividend.

                          About Wendy's

Headquartered in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- and its subsidiaries       
operate, develop, and franchise a system of quick service and fast
casual restaurants in the Americas, Asia, the Pacific Rim, Europe
and the Middle East.

                           *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International, Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3 and
its (P)B1 preferred stock shelf rating which was lowered to (P)B2.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.  All ratings remain on
CreditWatch with negative implications, where they were placed
on April 26, 2007.


WILD WEST: Files Schedules of Assets and Liabilities
----------------------------------------------------
Wild West World LLC delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of
Kansas, disclosing:


     Name of Schedule                Assets      Liabilities
     ----------------                ------      -----------
  A. Real Property              $11,600,000
  B. Personal Property          $11,379,898
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $14,992,863
     Secured Claims
  E. Creditors Holding                              $906,374
     Unsecured Priority Claims
  F. Creditors Holding                            $9,701,940
     Unsecured Nonpriority
     Claims
                                -----------      -----------
     Total                      $22,979,898      $25,601,177

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  No Official
Committe of Unsecured Creditors has been appointed to date to
this case.


WILD WEST: Bank Wants to Seize Rides Worth $1 Million
-----------------------------------------------------
Bank of Blue Valley asks the U.S. Bankruptcy Court for the
District of Kansas for permission to seize around $1 million worth
of rides leased to Wild West World LLC, the Associated Press
reports.

According the report, Bank of Blue Valley contends that the
insurance of the rides have already lapsed.  The Debtor however
argues that the park should instead be sold in pieces.

If the Court grants the request, AP relates, the Bank will take
hold of these rides:

    * a log flume;
    * a flipping action arm ride;
    * a Ferris wheel; and
    * a pirate ship.

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  No Official
Committe of Unsecured Creditors has been appointed to date to
this case.


XEROX CORP: Revenues Up 6% in Second Quarter 2007
-------------------------------------------------
Xerox Corporation reported second-quarter 2007 earnings per share
of 28 cents.

Total revenue of $4.2 billion grew 6% in the quarter.  Post-sale
and financing revenue – Xerox’s annuity streams that represent
more than 70% of total revenue – increased 7%.  Both total revenue
and post-sale revenue included a currency benefit of 2 percentage
points as well as the benefit from Xerox’s acquisition of Global
Imaging Systems, which was completed in early May.

Since the beginning of the year, Xerox has introduced 28 new
products, 10 of which are color devices, doubling the 14 total
product launches in 2006.  More than two-thirds of Xerox’s
equipment sales revenue comes from products launched in the past
two years.

The company’s acquisition of Global Imaging Systems gives Xerox
access to about 200,000 new customers and adds 1,400 sales people
to expand Xerox’s footprint in the SMB market.  Sales from Global
Imaging supported second-quarter growth in Xerox’s office
business, which provides document technology and services for
businesses of any size.  Total office revenue was up 5% in the
second quarter including a 2 point benefit from currency.  
Installs of the company’s office black-and-white systems increased
7% primarily due to a 9 percent increase in activity for Xerox’s
mid-range line of multifunction devices.  Installs for office
color multifunction devices grew 54% in the quarter.

Gross margins were 40.3%, a less than one point decline from
second quarter of 2006.  Selling, administrative and general
expenses were 25.7% of revenue, about the same as the prior year.
Xerox generated operating cash flow of $388 million in the second
quarter and closed the quarter with $870 million in cash and
short-term investments.

Since launching its stock buyback program in October 2005, the
company to date has repurchased about 117 million shares, totaling
$1.8 billion of its $2.5 billion program.

Xerox expects third-quarter 2007 earnings in the range of 24-26
cents per share. The company increased its range of earnings
expectations for full-year 2007 to $1.16-$1.18.

“Our results in the second quarter reflect the strategic
importance of annuity and acquisitions flowing through to boost
revenue and strengthen our position in the marketplace,” said Anne
M. Mulcahy, Xerox chairman and chief executive officer.  “With the
Global Imaging team now on board, we’ve increased our reach to
U.S. small and mid-size businesses by 50%.  At the same time, our
investment in delivering the industry’s broadest portfolio of
color technology is paying off with the annuity from our color
business increasing 16%.  And, Xerox’s global relationships with
large customers are contributing to annuity growth from our
consulting and managed services business.

“We are consistent in managing the business effectively –
generating steady operational cash flow and containing costs while
competing aggressively and expanding earnings to deliver value for
shareholders.  As a result, we delivered solid results in the
first half of the year and are raising earnings expectations for
the full year,” she added.

The company reported total assets of $23 billion, total
liabilities of $15.5 billion, and total stockholders’ equity of
$7.5 billion as of June 30, 2007.

                        About Xerox Corp.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,  
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.  The company maintains operations in France,
Japan, Italy, Nicaragua, among others.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Connecticut-based Xerox Corp. to positive from stable.
Ratings on the company, including the 'BB+' long-term and 'B-1'
short-term corporate credit ratings, were affirmed.

As reported in the Troubled Company Reporter on Apr. 4, 2007,
Xerox and Global Imaging Systems Inc. entered into a definitive
agreement for Xerox to acquire Global Imaging for $29 per share in
cash.  The total purchase price is expected to be about $1.5
billion.

The move prompted Standard & Poor's Ratings Services to place its
ratings on Xerox Corp., including the 'BB+' corporate credit
rating, on CreditWatch with positive implications.

According to S&P credit analyst Molly Toll Reed, the CreditWatch
placement reflects S&P's expectation that Xerox has the ability to
fund the acquisition with a combination of existing cash and
short-term debt, with negligible impact on Xerox's financial
profile by the end of fiscal 2007.

Following completion of the acquisition, which is expected to
occur in the second quarter of fiscal 2007, the corporate credit
rating would be raised to 'BBB-' with a stable outlook, the rating
agency said.


XM SATELLITE: 2007 Second Qtr. Net Loss Narrows to $176 Million
---------------------------------------------------------------
XM Satellite Radio Holdings Inc. reported revenue for the three-
month period ended June 30, 2007, increased 22% year over year to
$277 million compared to $228 million in the 2006 second quarter.

The company's 2007 second quarter net loss narrowed to
$176 million, representing a 23% improvement compared to the
2006 second quarter net loss of $229 million.

The company said that it ended the 2007 second quarter with more
than 8.25 million subscribers compared to 6.90 million subscribers
in the prior year period.

As of June 30, 2007, the company had $275 million in cash
compared to $218 million at the end of Dec. 31, 2006.  As
of June 30, 2007, the company had full availability of its
$400 million credit facilities resulting in total available
liquidity of $675 million.

“During the second quarter, XM’s revenue grew and losses narrowed.
XM added more automotive gross subscriber additions than during
any quarter in the company’s history,” said Hugh Panero, chief
executive officer, XM Satellite Radio.  “XM’s partners include
the nation’s largest and fastest-growing automakers and XM is well
positioned for this segment to provide sustained subscriber growth
as production of XM-equipped vehicles ramps up for the 2008 model
year and beyond.”

“The regulatory review process for our merger with Sirius
Satellite Radio continues to move ahead.  We look forward to
continuing to work with the Federal Communications Commission and
with the Department of Justice to further demonstrate that this
merger is in the public interest and should be approved. We
anticipate the merger will close in late 2007.”

Panero continued, “XM announced earlier this week that I will step
down as chief executive officer in August after nearly a decade
with the company. XM will be in great hands with Nate Davis as
President and Interim CEO.  Nate has been an outstanding addition
to the senior management team and I am confident he will carry XM
to the next level of success.”

The 2007 second quarter adjusted operating loss of $47 million
includes $4 million in expenses related to the company’s pending
merger with Sirius Satellite Radio.

A full-text copy of XM Satellite's 2007 Second Quarter Results is
available for free at: http://ResearchArchives.com/t/s?21da

                       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.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Standard & Poor's Ratings Services placed all its ratings,
including the 'CCC+' corporate credit rating, on XM Satellite
Radio Holdings Inc. and XM Satellite Radio Inc., which are
analyzed on a consolidated basis, on CreditWatch with positive
implications, following the company's definitive agreement to an
all-stock "merger of equals" with Sirius Satellite Radio Inc.

Moody's Investors Service affirmed these existing debt ratings of
XM Satellite Radio Holdings, Inc.: Caa1 corporate family rating
and Caa1 probability-of-default rating; and XM Satellite Radio,
Inc.: B1 secured revolver rating and Caa1 senior floating rate
notes rating.


YARUSHALMI & ASSOCIATES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Yerushalmi & Associates LLP
        17 Barstow Road
        Great Neck, NY 11021

Bankruptcy Case No.: 07-72817

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                     Case No.
      ------                     --------
      Joseph Yerushalmi          07-72816

Type of Business: The Debtor is a law firm.

Chapter 11 Petition Date: July 25, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Douglas J. Pick, Esq.
                  Pick & Zabicki LLP
                  369 Lexington Avenue, 12th Floor
                  New York, NY 10017
                  Tel: (212) 695-6000
                  Fax: (212) 695-6007

                          Estimated Assets   Estimated Debts
                          ----------------   ---------------
   Yerushalmi and         Less than          $1 Million to
   Associates LLP         $10,000            $100 Million

   Joseph Yerushalmi      $1 Million to      $1 Million to
                          $100 Million       $100 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


* Focus Management Names Peter Dominici as Managing Director
------------------------------------------------------------
Focus Management Group's president, J. Tim Pruban, said that
Peter Dominici has been appointed as managing director to
lead the employment consulting practice services.

“We are excited to have Pete lead the staffing services practice
of Focus Management Group,” said Pruban.  “[Mr. Dominici's]
financial and accounting expertise, coupled with his deep
knowledge and extensive background in the staffing industry,
will be important additions to our expanding capabilities in
this sector.”

Mr. Dominici, a CPA, brings with him wide-ranging financial and
accounting expertise to provide creative solutions for staffing
and employment services companies in turnaround situations.  He
previously served publicly-traded staffing firm Kforce, Inc.
in various executive roles, including Chief Financial Officer,
Treasurer, Secretary, Operational Vice President and as a member
of its Board of Directors.

During his tenure, Mr. Dominici was instrumental in facilitating
Kforce’s business model change from a franchised location business
model to one focused on rapid growth and expansion of corporate-
owned and operated locations.  As a result, the company grew from
five corporate-owned and operated locations in 1986 to over 90.

During this same time period, Mr. Dominici was instrumental in
guiding the business through its initial and secondary public
offerings.

Mr. Dominici can be reached at:

     Peter Dominici, CPA
     FOCUS Management Group
     5001 W. Lemon Street
     Tampa, FL 33609-1103
     (813) 281-0062
     (813) 281-0063 fax
     http://www.focusmg.com/

                     About Focus Management

Focus Management Group offers nationwide capabilities in
turnaround management, business restructuring and asset recovery.  
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Greenwich, Los Angeles and Nashville, Focus Management Group
provides turn-key support to stakeholders including secured
lenders and equity sponsors. The Company provides a comprehensive
array of services including turnaround management, interim
management, operational analysis and process improvement, case
management services, bank and creditor negotiation, asset
recovery, recapitalization services and special situation
investment banking for distressed companies.

Focus Management Group has significant expertise in the insolvency
arena.  FOCUS Professionals have served debtors, creditors, and
unsecured stakeholders in their efforts to accomplish the best
outcome.

Over the past decade, Focus Management Group has successfully
assisted hundreds of clients operating in diverse industries,
guiding them to maximize performance or asset recovery.  Adverse
situations are Focus Management Group's forte - finding winning
compromises in a timely manner when faced with the most
discouraging of circumstances is what separates Focus Management
Group from the competition.


* S&P Takes Rating Actions on Various Transactions
--------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
various U.S. synthetic CDO transactions: four ratings were raised
and removed from CreditWatch with positive implications; 22
ratings were lowered and removed from CreditWatch negative; nine
ratings were lowered and remain on CreditWatch negative; and six
ratings were lowered.  At the same time, S&P placed seven ratings
on CreditWatch with negative implications.

S&P had previously placed all but two of the ratings mentioned in
this release on CreditWatch negative or positive and reviewed them
to determine the appropriate rating action.  If the synthetic
rated overcollateralization ratio was above 100% at the next
higher rating level, S&P raised the rating on the tranche.  If the
SROC ratio was lower than 100% at the current date and at a 90-
day-forward projected date, S&P lowered the rating on the tranche.  
S&P affirmed ratings on classes that had SROC ratios above 100% at
the current rating levels.  The CreditWatch negative placements
reflect negative rating migration in the respective portfolios and
SROC ratios below 100%.
     

Ratings List

                       Bishopsgate CDO Ltd.

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A-2005-6              AA+             AA-/Watch Pos
             
               Credit and Repackaged Securities Ltd.
                             Series 2006-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Notes                 BBB-            BBB/Watch Neg     
             
                              ELM B.V.
                             Series 89

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             SecdCrL               BBB+            AA-/Watch Neg
             
                          Infiniti SPC Ltd.
                            CPORTS 2006-2

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Class B-1             A/Watch Neg     A+/Watch Neg
             Class B-2             A/Watch Neg     A+/Watch Neg
             
                             Ixion PLC
                         Series 12 and 15

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Series 12             BBB             A+
             Series 15             BBB             A+
             
                             Ixion PLC
                     Matrix 2007-1 Series 20

                                         Rating
                                         ------
             Class                 To                From
             -----                 --                ----
             B                     AA/Watch Neg      AA
             C                     A+/Watch Neg      A+
             D                     A+/Watch Neg      A+
             E                     A-/Watch Neg      A-
             F                     A-/Watch Neg      A-
             G                     BBB+/Watch Neg    BBB+
             I                     AA/Watch Neg      AA
             
                             Ixion PLC
                      Syrah 2007-2 Series 19

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Series 19             BBB             A+      
             
                     Jefferson Valley CDO SPC
                          Series 2006-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A                     A               A+/Watch Neg
             
                     Morgan Stanley ACES SPC
                          Series 2005-23

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Fltg Rt Nt            A+/Watch Neg    AA-/Watch Neg
             
                     Morgan Stanley ACES SPC
                         Series 2006-12

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             I                     A-              A/Watch Neg     
             
                     Morgan Stanley ACES SPC
                         Series 2006-13

                                          Rating
                                          ------
             Class                 To               From
             -----                 --               ----
             II                    BBB            BBB+/Watch Neg
             
                     Morgan Stanley ACES SPC
                         Series 2006-16

                                          Rating
                                          ------
             Class                 To               From
             -----                 --               ----
             I                     AA               AA+/Watch Neg
             IIA                   A+               AA-/Watch Neg
              
                     Morgan Stanley ACES SPC
                         Series 2006-21

                                          Rating
                                          ------
             Class                 To               From
             -----                 --               ----
             IA                    AA               AA+/Watch Neg
             IIA                   A+               AA-/Watch Neg
             
                     Morgan Stanley ACES SPC
                         Series 2006-37

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             IIIA                  BB+             BBB-/Watch Neg
             IIIB                  BB+             BBB-/Watch Neg
             
                     Morgan Stanley ACES SPC
                          Series 2007-8

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A1                    AA-             AA
             A2                    AA-             AA
             IA                    A-              A+/Watch Neg
             IB                    A-              A+/Watch Neg
             IIA                   A-/Watch Neg    A+/Watch Neg
             
                           Oban Trust
                          Series 2005-2
              
                                          Rating
                                          ------
             Class                 To              From
             -----                 --              ----
             A                     A-              A/Watch Neg
             
                       PARCS Master Trust
                   Series 2007-16 Emory Units

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Units                 A-              AA/Watch Neg
             
                   REPACS Trust Series Triple M

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A1                    A               A-/Watch Pos
             A2                    A               A-/Watch Pos
             
                   REPACS Trust Series Triple M2

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Debt Units            AAA             AA/Watch Pos
             
                   Rutland Rated Investments
                   Series Delancey 2006-1 (25)

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A1-L                  AA-             AA/Watch Neg    
             
                   Rutland Rated Investments
                  Series Delancey 2006-3 (29)

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A1-L                  AA+             AAA/Watch Neg
             
                   Rutland Rated Investments
                   Series Bedford 2006-1 (30)

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A1-L                  AA+             AAA/Watch Neg
             A2-F                  AA/Watch Neg    AA+/Watch Neg
             A3-L                  A+/Watch Neg    AA/Watch Neg
             A3-F                  A+/Watch Neg    AA/Watch Neg
             
         Series 2006-1 Segregated Portfolio of Stowe CDO SPC

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A                     A+              AA-
             B-1                   BBB+            A-/Watch Neg
             B-2                   BBB+            A-/Watch Neg
             C                     BBB             BBB+/Watch Neg
             
                         Terra CDO SPC Ltd.
                   Series 2007-1 SEGREGATED PORT

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A1                    AA/Watch Neg    AA+/Watch Neg
             B1                    A/Watch Neg     AA-/Watch Neg
             
          TIERS Montana Floating Rate Credit Linked Trust
                         Series 2007-3

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Certificate           AA              AA+/Watch Neg


* BOND PRICING: For the Week of July 23 - July 27, 2007
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
AHI-DFLT07/05                         8.625%  10/01/07     71
Aladdin Gaming                       13.500%  03/01/10      0
Allegiance Tel                       12.875%  05/15/08     16
Alltell Corp.                         6.800%  05/01/29     75
Amer & Forgn Pwr                      5.000%  03/01/30     66
Atherogenics Inc                      1.500%  02/01/12     47
Atlantic Coast                        6.000%  02/15/34      6
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
Budget Group Inc                      9.125%  04/01/06      0
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     36
Cell Therapeutic                      5.750%  06/15/08     72
Collins & Aikman                     10.750%  12/31/11      2
Comed in III                          6.350%  03/15/33     75
Complete Mgmt                         5.000%  08/15/03      0
Comprehensive Care                    7.500%  04/15/10     60
Decode Genetics                       3.500%  04/15/11     73
Delta Mills Inc                       9.625%  09/01/07     16
Desa Intl Inc                         9.875%  12/15/07      0
Dura Operating                        8.625%  04/15/12     62
Dura Operating                        9.000%  05/01/09      7
Dura Operating                        9.000%  05/01/09      4
Dvi Inc                               9.875   02/01/04     10
Encysive Pharma                       2.500%  03/15/12     74
Exodus Comm Inc                       5.250%  02/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     29
Finova Group                          7.500%  11/15/09     21
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     69
Ford Motor Co                         6.625%  02/15/28     71
Ford Motor Co                         6.625%  10/01/28     71
Ford Motor Co                         7.125%  11/15/25     73
Ford Motor Co                         7.400%  11/01/46     72
Ford Motor Co                         7.450%  07/16/31     75
Ford Motor Co                         7.500%  08/01/26     75
Ford Motor Co                         7.700%  05/15/97     73
Ford Motor Co                         7.750%  06/15/43     73
GMAC                                  5.900%  01/15/19     75
GMAC                                  6.000%  03/15/19     75
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co.                      5.625%  06/01/15     73
Harrahs Oper Co.                      5.750%  10/01/17     73
Insight Health                        9.875%  11/01/11     33
Iridium LLC/CAP                      10.875%  07/15/05     15
Iridium LLC/CAP                      11.250%  07/15/05     15
Iridium LLC/CAP                      13.000%  07/15/05     16
Iridium LLC/CAP                      14.000%  07/15/05     14
JTS Corp                              5.250%  04/29/02      0
Kaiser Aluminum                       9.875%  02/15/02     21
Kaiser Aluminum                      12.750%  02/01/03      6
Kellstrom Inds                        5.500%  06/15/03      0
Kmart Corp                            9.350%  01/02/20     12
Kmart Corp                            9.780%  01/05/20      8
Lehman Bros Holding                  10.000%  10/30/13     69
Liberty Media                         3.750%  02/15/30     62
Liberty Media                         4.000%  11/15/29     67
Lifecare Holding                      9.250%  08/15/13     61
Motorola Inc                          5.220%  10/01/97     71
Movie Gallery                        11.000%  05/01/12     26
Natl Steel Corp                       9.875%  03/01/09      0
New Orl Grt N RR                      5.000%  07/01/32     65
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     66
Nutritional Src                      1.125%   08/01/09     66
O'Sullivan Ind                       10.630%  10/01/08      0
Oakwood Homes                         7.875%  03/01/04     11
Oscient Pharma                        3.500%  04/15/11     74
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09      2
Pac-West Telecom                     13.500%  02/01/09      9
PCA LLC/PCA FIN                      11.875   08/01/09      5
Pegasus Satellite                     9.625%  10/15/49      0
Pegasus Satellite                    12.375%  08/01/08      0
Piedmont Aviat                       10.250%  01/15/49      0
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Primus Telecom                        3.750%  09/15/10     70
Primus Telecom                        8.000%  01/15/14     70
Radnor Holdings                      11.000%  03/15/10      0
Reliance Grp Hld                      9.000%  11/15/00      0
Rite Aid Corp.                        6.875%  12/15/28     74
RJ Tower Corp.                       12.000%  06/01/13      4
SLM Corp                              5.000%  06/15/28     70
SLM Corp                              5.400%  03/15/28     73
SLM Corp                              5.400%  03/15/30     74
SLM Corp                              5.400%  06/15/30     73
SLM Corp                              5.450%  06/15/28     74
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     73
SLM Corp                              5.500%  06/15/30     74
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.650%  12/15/29     73
SLM Corp                              5.650%  06/15/30     75
SLM Corp                              5.750%  03/15/30     75
Spacehab Inc                          5.500%  10/15/10     50
Spectrum Brands                       7.375%  02/01/15     69
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     71
Tom's Foods Inc                      10.500%  11/01/04      2
Tousa Inc                             7.500%  03/15/11     59
Tousa Inc                             7.500%  01/15/15     56
Tousa Inc                            10.375%  07/01/12     66
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     73
United Air Lines                      9.200%  03/22/08     52
United Air Lines                     10.125%  03/22/15     52
United Homes Inc.                    11.000%  03/15/05      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.680%  06/27/08      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
USAutos Trust                         2.212%  03/03/11      7
Werner Holdings                      10.000%  11/15/07      3
Westpoint Steven                      7.875%  06/15/05      0
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Sheena Jusay, John Paul C. Canonigo, 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.

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