TCR_Public/070801.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 1, 2007, Vol. 11, No. 180

                             Headlines

ACA ABS: S&P Holds "BB" Rating and Lifts Watch on Class C Notes
ALTERNATIFBANK A.S.: Fitch Holds "BB-" Issuer Default Rating
AMERICAN HALAL: Case Summary & Eight Largest Unsecured Creditors
AMERISOURCEBERGEN: Modifies Common Share Exchange Ratio and Date
ARTISTDIRECT INC: March 31 Balance Sheet Upside-Down by $5.7 Mil.

BALLY TOTAL: Files for Chapter 11 Protection in New York
BALLY TOTAL: Case Summary & 50 Largest Unsecured Creditors
BARNEYS NEW YORK: Moody's Puts Corporate Family Rating at B3
BAUSCH & LOMB: Wants AMO to Secure Shareholder Approval
BEAR STEARNS: S&P Lifts Ratings on 31 Classes of Securities

BEST BRANDS: Moody’s Downgrades Corporate Family Rating to Caa2
BRIDGE LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
BUCKEYE TECHNOLOGIES: Obtains New $200 Million Credit Facility
CAREN KOHL: Case Summary & Six Largest Unsecured Creditors
CELL THERAPEUTICS: Obtains $20 Mil. from Convertible Stock Sale

CHOICE HOTELS: June 30 Balance Sheet Upside-Down by $71.4 Million
CIPHERGEN BIOSYSTEMS: Mar. 31 Balance Sheet Upside-down by $15.7MM
CITIGROUP COMMERCIAL: Moody's Affirms Low-B Ratings on Six Certs.
CONEXANT SYSTEMS: Posts $35.2 Million Net Loss for 3rd Qtr. 2007
COOPERATIVE OIL: Case Summary & Six Largest Unsecured Creditors

COREL CORP: May 31 Balance Sheet Upside-Down by $16 Million
CREDIT SUISSE: Moody's Junks Rating on $6.7 Mil. Class S Certs.
CREDIT SUISSE: Moody's Lifts Class 622-F Certificate Rating to Ba1
CWABS INC: Moody's Lowers Class M-2 Certificate Rating to B1
CWMBS INC: Fitch Rates $1.556 Million Class B-4 Certificates at B

CWMBS INC: Fitch Puts B Rating on $1.125 Million Class B-4 Certs.
DAVID HOFFMAN: Voluntary Chapter 11 Case Summary
DEBORAH WILDES: Case Summary & Two Largest Unsecured Creditors
DELUXE CORP: Stabilized Operating Trends Cue S&P's Stable Outlook
DELTA AIR: Commences Distribution of 21 Million Common Shares

DEUTSCHE ALT-A: Moody's Puts Ba2 Certificate Ratings Under Review
DEXTER EXUM: Voluntary Chapter 11 Case Summary
DORAL FINANCIAL: Fitch Removes All Ratings from Negative Watch
FOOT LOCKER: Taps Lehman to Explore Strategic Options, WSJ Says
FRIENDLY ICE: Commences $175 Mil. Exchange Offer of 8-3/8% Notes

GOLDEN NUGGET: Moody's Reviews Ratings and May Downgrade
GOODYEAR TIRE: Workers' Union Approves Deal With Carlyle Group
GRANT PRIDECO: 2007 Second Quarter Net Income Up by 28%
GVI SECURITY: Enters Into New Strategic Partnership with Samsung
HAIGHTS CROSS: Unit Extends 11.75% Sr. Notes Consent Solicitation

HINES HORTICULTURE: Gets Nasdaq Notice for Auditing Incompliance
INCYTE CORP: June 30 Balance Sheet Upside-Down by $119.6 Million
INCYTE CORP: Posts $18.4 Mil. Net Loss in Quarter Ended June 30
ION MEDIA: Offer & Consent Solicitation Get High Acceptance Level
ISLE OF CAPRI: Calls for Buyback of $200 Mil. 9% Senior Sub. Notes

KRISPY KREME: Weak Operating Profit Cues Moody's Caa1 CFR
LANDRY'S RESTAURANTS: Moody's Revises Prob. of Default Rating
LEHMAN BROTHERS: Moody's Rates $3.8 Million Class B Certs. at Ba1
LEHMAN MORTGAGE: Fitch Assigns B Rating on Class 1B5 Certs.
LINEAR TECHNOLOGY: July 1 Balance Sheet Upside-Down by $708 Mil.

LIPPEL PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
M&MT PODEIA: Voluntary Chapter 11 Case Summary
MASTR SECOND: Moody's Downgrades Class M-6 Certificate Rating
MERRILL LYNCH: Moody's Junks Class B-4 Certificate Rating
MERRILL LYNCH: Moody's Affirms Low-B Ratings on Six Cert. Classes

MIRANT CORP: Court Authorizes Lori Bulhoes to Liquidate Claims
MITEL NETWORK: Moody's Junks $130 Mil. Term Loan Rating
MITEL NETWORKS: S&P Cuts $330 Mil. First-Lien Debt Rating to B+
MORGAN STANLEY: Fitch Assigns Low-B Ratings on Six Cert. Classes
MOSAIC COMPANY: Earns $419.7 Million in Fiscal Year Ended May 31

NATHAN REUTER: Case Summary & 10 Largest Unsecured Creditors
NEXTSTEP ACCOMODATION: Files Chapter 11 Plan in Texas
NEXTSTEP ACCOMODATION: Wants Barlow Garsek as Bankruptcy Counsel
PAO LIU: Case Summary & Six Largest Unsecured Creditors
PEOPLE'S CHOICE: Walks Away from Arizona and New Jersey Leases

PEOPLE'S CHOICE: Unit Wants Rutan & Tucker as Special Counsel
PINE ISLAND: Case Summary & Largest Unsecured Creditor
PLASTERWORKS INC: Case Summary & 19 Largest Unsecured Creditors
QUEST MINERALS: Ready to Start Mining at Pond Creek
RENAISSANCE MORTGAGE: Moody's Junks Class B Certificate Rating

RENT-4-LESS INC: Voluntary Chapter 11 Case Summary
RESIDENTIAL ACCREDIT: Fitch Rates $3.181MM Class B-S Certs. at B
ROBERT HERRERA: Voluntary Chapter 11 Case Summary
ROOSEVELT UNION: Moody's Downgrades $1.9 Mil. Debt Rating to Ba1
RSC HOLDINGS: June 30 Balance Sheet Upside-Down by $128.8 Million

RURAL CELLULAR: $2.7 Bil. Verizon Deal Cues Fitch's Pos. Watch
RURAL CELLULAR: Verizon Deal Prompts Moody's to Review Ratings
RURAL CELLULAR: Verizon Merger Prompts S&P's Positive Watch
SAINT VINCENT'S: Wants to Sell Bayley Seton Hospital
SAINT VINCENT'S: Court Approves 2007 GE Company Services Pact

SANITARY AND IMPROVEMENT: Judge Mahoney Confirms Adjustment Plan
SENSATA TECHNOLOGIES: Moody's Affirms B2 Corporate Family Rating
SNOWMASS LC: Case Summary & Three Largest Unsecured Creditors
STELCO INC: June 30 Balance Sheet Upside-Down by $108 Million
STONERIDGE INC: Defers Entry Into $200 Mil. Term Loan Facility

STRUCTURED INVESTMENTS: Moody's Cuts S. 2005-5 Notes Rating to B2
STRUCTURED INVESTMENTS: Moody's Cuts S. 2005-7 Notes Rating to Ba3
SUN MICROSYSTEMS: Earns $473 Million in Fiscal Year Ended June 30
UCG PAPER: Moody's Places Corporate Family Rating at B3
UNIVERSAL COMPRESSION: Schedules Cash Distribution on August 14

WADDILL'S MARKETS: Case Summary & 20 Largest Unsecured Creditors
WELLS FARGO: Fitch Rates $3.955 Million Class B-5 Certs. at B
WENDY'S INT'L: Triarc Wants $37-$41 Per Share Offer Considered
WERNER LADDER: Levine Leichtman Wants to Prosecute Claims
WESTERN UNION: June 30 Balance Sheet Upside-Down by $86 Million

WILSON SPRINGS: Case Summary & Largest Unsecured Creditor

* Upcoming Meetings, Conferences and Seminars

                             *********

ACA ABS: S&P Holds "BB" Rating and Lifts Watch on Class C Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-3, B-F, B-V, and C notes issued by ACA ABS 2003-2 Ltd., a
CDO of ABS transaction managed by ACA Management LLC, and removed
them from CreditWatch with negative implications, where they were
placed July 16, 2007.  At the same time, S&P affirmed the ratings
on the class A-1SW, A-1SU, A-1SD, A-1J, and A-2 notes.
     
In the June 2007 payment date, the transaction paid
$99.321 million to the class A-1SW, A-1SU, and A-1SD notes.  This
payment increased the level of overcollateralization available to
support the rated notes.  

   
     Ratings Affirmed and Removed from Creditwatch Negative
   
                     ACA ABS 2003-2 Ltd.

                Rating             Current bal.    Original bal.
                ------             ------------    -------------
      Class    To    From
      -----    --    ----
      A-3      A     A/Watch Neg    $36,000,000     $36,000,000
      B-F      BBB   BBB/Watch Neg   $7,000,000      $7,000,000
      B-V      BBB   BBB/Watch Neg  $14,901,000     $15,000,000
      C        BB    BB/Watch Neg    $2,980,000      $3,000,000

                          Ratings Affirmed

                         ACA ABS 2003-2 Ltd.

     Class    Rating          Current bal.        Original bal.
     -----    ------          ------------        -------------
     A-1SW    AAA             $$7,893,000          $10,000,000
     A-1SU    AAA            $248,645,000         $315,000,000
     A-1SD    AAA            $115,639,000         $146,500,000
     A-1J     AAA            $108,000,000         $108,000,000
     A-2      AA              $51,000,000          $51,000,000


ALTERNATIFBANK A.S.: Fitch Holds "BB-" Issuer Default Rating
------------------------------------------------------------
Fitch Ratings is maintaining Alternatifbank A.S.'s long-term
foreign currency issuer default rating 'BB-', LT local currency
IDR 'BB' and National LT 'AA(tur)' rating on rating watch
positive.  At the same time, it has affirmed the bank's other
ratings at ST foreign and local currency IDR 'B', Individual 'D'
and Support '3'.

ABank's LT IDRs, National LT and Support ratings reflect the
moderate support from its majority shareholder, the Anadolu Group,
in case of need.  The Watch Positive status was put in place in
November 2006 following Alpha Bank's ("Alpha", rated 'A'/'F2',
Stable Outlook) announcement that it was in talks with the Anadolu
Group with a view to establishing a 50/50 holding company.  This
company would ultimately control all the financial assets of
Anadolu Group, including ABank.  Should this transaction occur,
with finalisation anticipated within 2007, Fitch believes ABank's
foreign and local currency IDRs and National Long-term ratings
could benefit from additional support available from Alpha.  
Upside potential on the FC IDR will, however, be constrained by
Turkey's 'BB' Country Ceiling and the LC IDR is likely to be rated
two notches higher than the Sovereign Rating.

ABank's Individual rating reflects the risks related to the rapid
loan growth in a volatile operating environment, the bank's
concentrated loan portfolio and limited franchise.  These are
counterbalanced by its improving asset quality and sound
profitability.

ABank saw its assets grow 36% in 2006, mainly through a rapid 51%
increase in loans.  Although ABank is growing faster than its
peers, Fitch believes that any adverse impact of such growth is
likely to be limited, as asset quality, margins and risk measures
are also improving.  Contrary to its peers and the rest of the
sector, ABank's net interest margin improved in 2006 to 6.8% from
5.9%, due to a favorable asset mix and variable-rate lending.  
Asset quality measures also improved with non-performing loans
declining to 2.73% of loans (2005: 4.62%) with the sale of NPLs to
Anadolu Group.

ABank is 77%-controlled by Anadolu Endustri Holding and 17% by
other Anadolu Group companies, with the balance publicly quoted.  
AEH is the holding company for a large part of the Anadolu Group's
operating subsidiaries, including two rated subsidiaries, namely
Anadolu Efes Biracilik ve Malt Sanayii A.S. ('BB'/Outlook Stable)
and Coca-Cola Icecek ('BB'/Outlook Stable).


AMERICAN HALAL: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Halal Meat Processors, Inc.
        1529 North Bell Street
        San Angelo, TX 76903-3465

Bankruptcy Case No.: 07-60118

Type of business: The Debtor owns and operates a meat packing
                  plant.

Chapter 11 Petition Date: July 30, 2007

Court: Northern District of Texas (San Angelo)

Judge: Robert L. Jones

Debtor's Counsel: Dana A. Ehrlich, Esq.
                  P.O. Box 1831
                  San Angelo, TX 76902
                  Tel: (325) 655-5351
                  Fax: (325) 655-7089

Estimated Assets: $6,526,000

Estimated Debts:  $1,089,938

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ecolab                                                    $77,841
370 Wabasha Street
St. Paul, MN 55102

United National Insurance                                  $3,750
2201 Caroline
Houston, TX 77002

Concho Valley Door                                         $3,153
640 Art Street
San Angelo, TX
76903

Superior Services                                          $1,369

San Angelo Security                                        $1,057
Service

Concho Fence Co.                                             $900

S.K.G. Engineering                                           $412

Tom Green C.A.D.                                              $43


AMERISOURCEBERGEN: Modifies Common Share Exchange Ratio and Date
----------------------------------------------------------------
AmerisourceBergen Corporation and Kindred Healthcare Inc.
disclosed the exchange ratios to be used for the distribution of
shares of PharMerica Corporation common stock to their
stockholders as a result of the spinoff and subsequent  
combination of each company's respective institutional pharmacy
business have changed.  

AmerisourceBergen's changed to 0.0833752 from the previous ratio
of 0.0831850.  Kindred  Healthcare's ratio changed to 0.3660241
from the previous ratio of 0.3660254.

Shareholders of record of either company's common stock at the end
of the business day on July 20, 2007, will be entitled to receive
shares of PharMerica Corporation on July 31, 2007, the closing
date for the transaction. AmerisourceBergen shareholders will be
entitled to receive 0.0833752 shares of PharMerica common stock
for each share of AmerisourceBergen common stock held on the
record date.

Kindred shareholders will be entitled to receive 0.3660241 shares
of PharMerica common stock for each share of Kindred common stock
held on the record date.  PharMerica will issue approximately
30 million shares of common stock.

No action is required by holders of AmerisourceBergen or Kindred
common stock to receive their respective shares of PharMerica
common stock on the closing date, and the two companies'
shareholders will not be required to surrender any
AmerisourceBergen or Kindred shares or pay anything in order to
receive PharMerica shares.

Shareholders who are entitled to receive the stock distribution
will receive book-entry account statements reflecting their
ownership of shares of PharMerica common stock or their brokerage
account will be credited for the shares.  PharMerica will not
issue physical stock certificates, even if requested.

Shareholders that sell AmerisourceBergen and Kindred shares on or
prior to July 31, 2007 may also be selling their right to receive
shares of PharMerica common stock.  AmerisourceBergen and Kindred
shareholders are encouraged to consult with their financial
advisors regarding the specific implications of selling
AmerisourceBergen or Kindred shares on or prior to July 31, 2007.

                      About Kindred Healthcare

Headquartered in Louisville, Kentucky, Kindred Healthcare Inc.
(NYSE:KND) – http://www.kindredhealthcare.com/-- provides  
services in approximately 600 locations in 38 states.  Kindred
through its subsidiaries operates long-term acute care hospitals,
skilled nursing centers, institutional pharmacies and a  
contract rehabilitation services business, Peoplefirst
Rehabilitation Services, across the United States.  The company
has 56,000 employees.

                      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.


ARTISTDIRECT INC: March 31 Balance Sheet Upside-Down by $5.7 Mil.
-----------------------------------------------------------------
ARTISTdirect Inc.'s consolidated balance sheet at March 31, 2007,
showed $54.0 million in total assets and $59.7 million in total
liabilities, resulting in a $5.7 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $13.6 million in total current
assets available to pay $59.3 million in total current
liabilities.

The company reported net income of $3.5 million for the first
quarter ended March 31, 2007, compared with a net loss of
$23.1 million for the same period ended March 31, 2006.

The company's net revenue increased by $173,000 or 3.3%, to
$5.45 million for the three months ended March 31, 2007, as
compared to $5.27 million for the three months ended March 31,
2006, primarily as a result of an increase in MediaDefender
revenue of $250,000, offset by reductions in e-commerce revenues
of $45,000 and media revenues of $32,000.

Gross profit was essentially flat at $2.1 million for the three
months ended March 31, 2007, as compared to $2.2 million for the
three months ended March 31, 2006.

The company reported a loss from operations of $915,000 for the
three months period ended March 31, 2007, compared to a loss from
operations of $402,000 for the three months period ended March 31,
2006.  The main reason for the increase in loss from operations
was the increase in total operating costs from $2.6 million in the
three months ended March 31, 2006, to $3.0 million in the three
months ended March 31, 2007.

Results for the three months ended March 31, 2007, and 2006,
include a non-cash gain of $1.2 million and a non-cash charge to
income of $6.9 million, respectively, to reflect a decrease and an
increase in warrant liability, related to the fair value of
warrants issued in connection with the financing of the
MediaDefender acquisition in July 2005.

Results for the three months ended March 31, 2007, and 2006, also
include a non-cash income of $5.2 million and a non-cash charge of
$12.7 million, respectively, to reflect a decrease and
an increase in the embedded derivative liability associated with
the company's subordinated convertible notes payable issued in
connection with the financing of the MediaDefender acquisition in
July 2005.

Deferred financing costs and debt discount costs aggregating
$1.2 million were also charged to operations as a result of the
conversion of subordinated convertible notes payable during the
three months ended March 31, 2006.  There were no conversions of
subordinated convertible notes payable during the three months
ended March 31, 2007.

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?21ec

      Default Under Senior and Subordinated Debt Agreements

As a result of communications with the Staff of the SEC in 2006,
in particular regarding the application of accounting rules and
interpretations related to embedded derivatives associated with
the company's subordinated convertible notes payable issued in
July 2005, the company determined that it was necessary to restate
previously issued financial statements.  As a result, in December
2006, the company was required to suspend the use of its then
effective registration statement for the holders of its senior and
subordinated indebtedness and thus triggered an event of default
with respect to its registration rights agreements with the
holders of such indebtedness.  Accordingly, beginning Jan. 18,
2007, the company began to incur estimated liquidated damages
under its registration rights agreements aggregating approximately
$540,000 per month, and the interest rate on its subordinated
convertible notes payable increased from 4% per annum to 12% per
annum, an increase of approximately $183,000 per month.

The company has entered into an exclusive agreement with a
financial advisor to assist in negotiations with the holders of
its senior and subordinated debt obligations to obtain a waiver of
and amendment to certain of the financing documents with respect
to the events of default, the impact of the restatements, the
payment of cash penalties, and various related matters.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 7, 2007,
Gumbiner Savett Inc. in Santa Monica, Calif., expressed
substantial doubt about Artistdirect Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.
The auditing firm pointed to the company's default under its
senior and subordinated debt agreements and suggested that the
default could cause a request for accelerated payment or
redemption of the debt.

                     About ARTISTdirect Inc.

Headquartered in Santa Monica, California, ARTISTdirect, Inc. is a
digital media entertainment company that is home to an online
music network and, through its MediaDefender subsidiary, is the
leading provider of anti-piracy solutions in the Internet-piracy-
protection industry. The ARTISTdirect Network is a network of web-
sites offering multi-media content, music, news and information
organized around shared music interests, music-related specialty
commerce and digital music services.


BALLY TOTAL: Files for Chapter 11 Protection in New York
--------------------------------------------------------
Bally Total Fitness Holding Corp. filed a Chapter 11 petition
with the U.S. Southern District of New York in Manhattan after
obtaining requisite number of votes in favor of its pre-packaged
chapter 11 plan.

Under the company's pre-packaged 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: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Bally Total Fitness Holding Corporation
             8700 West Bryn Mawr, 2nd Floor
             Chicago, IL 60631

Bankruptcy Case No.: 07-12396

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Bally Total Fitness of Greater New York, Inc.      07-12395
Bally Total Fitness Holding Corporation            07-12396
Bally Total Fitness of Connecticut Coast, Inc.     07-12397
BTF Cincinnati Corporation                         07-12398
BTF Europe Corporation                             07-12399
Bally Total Fitness of Connecticut Valley, Inc.    07-12400
BTF Indianapolis Corporation                       07-12401
BTF Minneapolis Corporation                        07-12402
Bally Total Fitness of Colorado, Inc.              07-12403
B.T.F./C.F.I., Inc.                                07-12404
Bally Total Fitness of California, Inc.            07-12404
B.T.F.C.C., Inc.                                   07-12406
B.T.F.F. Corporation                               07-12407
Bally Total Fitness International, Inc.            07-12408
Greater Philly No. 1 Holding Company               07-12409
Bally Total Fitness Franchising, Inc.              07-12410
Greater Philly No. 2 Holding Company               07-12411
Health & Tennis Corporation of New York            07-12412
Bally Total Fitness Corporation                    07-12413
Bally Sports Clubs, Inc.                           07-12414
Holiday Health Clubs of the East Cost, Inc.        07-12415
Bally A.R.A. Corporation                           07-12416
Holiday/Southeast Holding Corporation              07-12417
Bally Fitness Franchising, Inc.                    07-12418
Bally Franchise R.S.C., Inc.                       07-12419
Jack LaLanne Holding Corp.                         07-12420
Bally Franchising Holdings, Inc.                   07-12421
New Fitness Holding Co., Inc.                      07-12422
Nycon Holding Co., Inc.                            07-12423
Bally Real Estate I, L.L.C.                        07-12424
Rhode Island Holding Company                       07-12425
Bally REFS West Hartford, L.L.C.                   07-12426
Tidelands Holiday Health Clubs, Inc.               07-12427
U.S. Health, Inc.                                  07-12428
Bally Total Fitness of the Southeast, Inc.         07-12429
Bally Total Fitness of the Midwest, Inc.           07-12430
Bally Total Fitness of Toledo, Inc.                07-12431
Bally Total Fitness of Minnesota, Inc.             07-12432
Bally Total Fitness of Rhode Island, Inc.          07-12433
Bally Total Fitness of Upstate New York, Inc.      07-12434
Bally Total Fitness of Philadelphia, Inc.          07-12435
Bally Total Fitness of the Mid-Atlantic, Inc.      07-12436
Bally Total Fitness of Missouri, Inc.              07-12437

Type of business: The Debtors (Pink Sheets: BFTH.PK) operate
                  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.  The Debtors
                  offer a unique platform for distribution of a
                  wide range of products and services targeted to
                  active, fitness-conscious adult consumers.
                  See http://www.ballyfitness.com/

Chapter 11 Petition Date: July 31, 2007

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Joseph Furst, III, Esq.
                  Latham & Watkins, L.L.P.
                  885 Third Avenue
                  New York, NY 10022
                  Tel: (212) 906-1200
                  Fax: (212) 751-4864

Debtors' financial condition as of December 31, 2006:

   Total Assets: $396,771,000

   Total Debts:  $761,347,000

Debtors' Consolidated List of their 50 Largest Unsecured
Creditors:

   Entity                         Nature of Claim     Claim Amount
   ------                         ---------------     ------------
HSBC Bank USA, N.A.               9 7/8% Series B&D   $321,618,229
Corporate Trust and Loan Agency   Senior Subordinated
Indenture Trustee                 Notes
Robert Conrad
452 Fifth Avenue
New York, NY 10018-2706

U.S. Bank N.A.                    10 1/2% Senior      $246,309,375
Indenture Trustee                 Unsubordinated
Patricia J. Kapsch                Notes
Assistant Vice President
60 Livingston Avenue
St. Paul, MN 55107
Tel: (651) 495-3960

Harry Schwartz                    Professional Fees     $2,096,649
10859 Emerald Coast
Parkway West, Unit #4-404
Destin, FL 32550

El Segundo Plaza, L.P.            Trade Debt            $1,179,318
11101 Lakewood Boulevard
Downey, CA 90241

Grupo Gallegos                    Trade Debt              $846,312
Julie Beall
401 East Ocean Boulevard
6th Floor
Long Beach, CA 90802
Tel: (562) 256-3600

Vornado Forest Plaza, LLC         Trade Debt              $705,833
c/o Skyline Management Corp.
600 Old Country Road, Suite 425
Garden City, NY 11530

750 Sunrise Associates            Trade Debt              $640,556
c/o Allan Kozich
1220 Northeast 4th Avenue
Fort Lauderdale, FL 33304

The Morris Rochlin                Trade Debt              $621,866
Trust UAD 3/3/94
613 Rue Du Lac
West Bloomfield, MI 48323

Jenner & Block LLP                Professional Fees       $618,377
Jody Lucey
330 North Wabash Avenue
Chicago, IL 60611
Tel: (312) 222-9350

Rancon Realty Fund V              Trade Debt              $600,087
Subsidiary LLC
P.O. Box 6022
Hicksville, NY 11802-6022

David Mandelbaum                  Professional Fees       $500,000
80 Main Street
West Orange, NJ 07052-5497

Cuyahoga County Real Estate Tax   Trade Debt              $491,244
Real Estate Tax
James Rokakis
P.O. Box 94547
Cleveland, OH 44101-4547

California Personal               Trade Debt              $421,984
Property Tax
P.O. Box 54027
Los Angeles, CA 90054-0027

119 Sixty Street LLC              Trade Debt              $393,005
3611 North Kedzie Avenue
Chicago, IL 60618

TXU Energy                        Trade Debt              $380,429
P.O. Box 660161
Dallas, TX 75266-0161

S&T Investments - Clearwater      Trade Debt              $376,144
Partnership
c/o Boulder Venture
2226 State Road 580
Clearwater, FL 33763

Ozburn-Hessey Logistics           Trade Debt              $367,707
Vivian Harris
P.O. Box 692192
Cincinnati, OH 45269-2192
Tel: (615) 880-4865

AT&T Corporation                  Trade Debt              $363,525
Opus Billing Department
P.O. Box 198401
Atlanta, GA 30384-8401
Tel: (800) 262-3589

H.E.C. Holding Company            Trade Debt              $357,338
c/o Jay Stahler
50 Schrieffer
P.O. Box 1526
South Hackensack, NJ 7606

Bluemound Office Company          Trade Debt              $347,917
c/o Dennis Klein
16985 West Bluemound Road
Brookfield, WI 53005

R.H. Construction and             Trade Debt              $347,312
Dal-Tile
11720 Warfield
San Antonio, TX 78216

Starcom Worldwide Inc.            Trade Debt              $341,278
Division of Leo Burnett USA, Inc.
12076 Collecitons Center Drive
Chicago, IL 60693

State of Texas                    Trade Debt              $325,000
Department of Licensing and
Regulation
P.O. Box  12157
Austin, TX 78711
Tel: (512) 463-5522

Standard Funding Corp.            Trade Debt              $310,386
P.O. Box 9011
Syosset, NY 11791
Tel: (516) 364-0200

Conedison Solutions               Trade Debt              $309,347
Jaf Station
P.O. Box 1702
New York, NY 10116-1702

Commonwealth Edison               Trade Debt              $283,295
Bill Payment Center
Chicago, IL 60668

Woolbright Coral                  Trade Debt              $281,271
Springs II, LLC
c/o American Realty Investors
598 Riverside Drive
Coral Springs, FL 33071

BMS Realty Company                Trade Debt              $276,722
100 Cedar Avenue
Hewlett Bay Park, NY 11557

California SUI Tax                Trade Debt              $276,344
Employment Development
P.O. Box 82604
Sacramento, CA 94230-6204

Bowne of Chicago                  Trade Debt              $248,100

Cook County Real Estate Tax       Trade Debt              $238,719

Michigan State Tax                Trade Debt              $230,000

Florida Sales Tax                 Trade Debt              $219,497

Texas Sales Tax                   Trade Debt              $216,866

Ernst & Young LLP                 Trade Debt              $209,100

Federal Taxes -                   Trade Debt              $204,374
Internal Revenue Service

Southern California               Trade Debt              $203,442
Edison Co.

Orlando Partnership               Trade Debt              $198,376

California Workmans Comp.         Trade Debt              $189,387

Qwest                             Trade Debt              $187,929

Ohio Workmans Compensation        Trade Debt              $181,006

Sentry Insurance                  Trade Debt              $180,216

Washington Sales Tax              Trade Debt              $179,308

W.W. Grainger Inc.                Trade Debt              $177,982

Pacific Gas & Electric Co.        Trade Debt              $157,317

The Analysis Group                Trade Debt              $157,025

Verizon - Northwest               Trade Debt              $153,965

DTE Energy                        Trade Debt              $152,820

Randolph Investment, LLC          Trade Debt              $151,084

FPL                               Trade Debt              $144,552


BARNEYS NEW YORK: Moody's Puts Corporate Family Rating at B3
------------------------------------------------------------
Moody's Investors Service assigned first time rating to Barneys
New York, Inc., including a corporate family rating of B3 as well
as a B3 rating on the proposed $280 million senior secured term
loan.  The ratings outlook is stable.  All ratings are conditioned
upon review of final documentation.

These ratings are assigned:

-- Corporate family rating at B3;
-- Probability of default rating at B3;
-- $280 million senior secured term loan at B3 (LGD3,48%).

On June 22, 2007, Istithmar reached an agreement to purchase
Barneys New York, Inc. from Jones Apparel Group for a purchase
price of about $825 million and total consideration of
$865 million including fees and expenses and a working capital
adjustment.  This transaction is expected to be financed with the
proceeds of a new $280 million senior secured term loan (about 32%
of the transaction value), nearly $60 million in borrowings under
the $200 million asset based revolving credit facility (about 7%),
$180 million in junior capital (about 21%), and about $346 million
in common equity contributed by Istithmar (about 40%).

The B3 corporate family rating reflects the fact that Barneys will
be incurring a very significant amount of leverage at a time when
the company is also seeking to expand its footprint into new and
untested markets.  The company will have weak capital structure
pro forma for the company's acquisition by Istithmar, which
results in very high leverage, weak interest coverage, and
negative free cash flow generation.  The rating considers the
delicate balance the company needs to achieve between remaining
true to its image as a unique "cool" luxury retailer while it
embarks on an expansion program in order to fuel the earnings
growth necessary to reduce leverage to a sustainable level.

It is Moody's opinion that store expansion is a significant
challenge for Barneys given its unique status and brand image.
This limits its level of potential expansion and narrows the
number of markets in which expansion can be successful.  The
expansion risk is illustrated, in Moody's view, by the company's
previous failed expansion under a different management team which,
when coupled with a lack of expense control at that time, led to a
bankruptcy filing in 1996.  The corporate family rating is also
constrained by the company's very high business risk as a fashion
forward specialty retailer, as well as its high seasonality, small
store base, and small revenue scale.

Barneys New York, Inc. has numerous strong business factors, which
are generally more indicative of a higher rating category.  
Barneys has very high brand recognition and this high brand
recognition provides it with a solidly credible market position
despite its small scale.  It has an excellent merchandising track
record as exemplified by its low double digit comparable store
sales growth over the past three years.  In addition, its
profitability level is in line with its specialty apparel and
department store peer group.

Barneys New York, Inc., headquartered in New York, New York, is a
unique luxury fashion forward specialty retailer.  It operates 34
stores in the United States; 5 flagship, 14 Co-op stores, 2
regional, and 13 outlet.  Revenues for the LTM period ended
May 5, 2007 were about $693 million.


BAUSCH & LOMB: Wants AMO to Secure Shareholder Approval
-------------------------------------------------------
Bausch & Lomb Incorporated sent a letter Sunday to Advance
Medical Optics regarding Advance Medical's bid to acquire
Bausch & Lomb.

Last month, Advanced Medical offered Bausch & Lomb's
shareholders $45.00 in cash and $30.00 in AMO stock per share
of Bausch & Lomb stock, which offer Bausch & Lomb is pressing
for revision.

In its letter, Bausch & Lomb stated, among others, that AMO's
proposed $50 million reverse termination fee is inadequate
given what Bausch & Lomb believes to be substantial uncertainty
with respect to AMO's ability to obtain approval from its
stockholders.

For the same reason, Bausch & Lomb added that it intends to
revoke AMO's designation as an excluded party under Bausch &
Lomb's merger agreement with Warburg Pincus.  However, to permit
AMO to attempt to provide evidence that AMO stockholder approval
can be secured, Bausch & Lomb granted AMO a limited waiver
for AMO to provide information to certain of its stockholders.

Bausch & Lomb expects AMO to provide the required evidence no
later than 12:00 p.m., on Friday, Aug. 3, 2007.

                          Warburg Pincus Deal

In May 2007, Bausch & Lomb entered into a definitive merger
agreement with Warburg Pincus, pursuant to which Warburg Pincus
agreed to acquire 100% of the outstanding shares of Bausch & Lomb
for $65.00 per share in cash.

Pursuant to the Warburg Pincus merger agreement, AMO has been
designated as an "excluded party," thus permitting Bausch & Lomb,
subject to certain conditions, to continue negotiating with AMO
with respect to the AMO proposal despite the end of the "go shop"
period, so long as AMO remains an "excluded party."

                             FTC Approval

Reuters said in a July 10, 2007 report that affiliates of
Warburg Pincus have received U.S. antitrust approval to acquire
Bausch & Lomb.

Citing the U.S. Federal Trade Commission, Reuters said antitrust
authorities completed their review of the deal without taking any
action to block it.

                          About Bausch & Lomb

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

                           *     *     *

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

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service stated that it will continue its review
of Bausch & Lomb Incorporated's ratings for possible downgrade
following the announcement that the company has entered into a
definitive merger agreement with affiliates of Warburg Pincus.

Ratings subject to review for possible downgrade include the
company's Ba1 Corporate Family rating and Ba1 Probability of
Default rating.

In addition, the Warburg Pincus deal prompted Fitch to maintain
its Negative Rating Watch on the company.  Fitch also warned that
the transaction would significantly increase leverage and likely
result in a multiple-notch downgrade, including an Issuer Default
Rating of no higher than 'BB-'.


BEAR STEARNS: S&P Lifts Ratings on 31 Classes of Securities
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 31
classes of mortgage-backed securities issued by 14 Bear Stearns
ARM Trust transactions.  S&P upgraded four classes of certificates
from 2002 vintage deals, 11 from 2003 vintage deals, and 16 from
transactions issued in 2004.  Concurrently, S&P downgraded one
class from a 2001 vintage deal.  At the same time, S&P affirmed
its ratings on the remaining 553 classes from all Bear Stearns ARM
Trust series issued between 2000 and 2007.
     
The upgrades affecting the 2002 to 2004 vintage deals reflect low
cumulative losses, low delinquencies, and credit enhancement
percentages that are more than sufficient to support the higher
ratings.  As of the June 2007 distribution period, cumulative
losses were no higher than 16 basis points (bps) for the 2002
transactions that received upgrades.  Severe delinquencies (90-
plus days, foreclosures, and REOs), as a percentage of the current
pool balances, ranged from 0% to 2.34%.  All of the 2002 series
with raised ratings have paid down to less than 18.05% of their
original principal balances.  

For the 2003 deals that received upgrades, cumulative losses were
between zero and 5 bps, severe delinquencies ranged from 0% to
1.15%, and current pool balances were lower than 36.12% of their
original size.  For the upgraded 2004 transactions, cumulative
losses were no more than 1 bp, severe delinquencies ranged from 0%
to 1.79%, and current pool balances were lower than 43.46% of
their original size.  Projected credit support for all the
upgraded certificates ranged between 1.62x and 3.07x of the
original credit support needed at the higher rating levels.  
     
S&P lowered its rating on class B-3 from series 2001-4 because of
insufficient credit support relative to the increased amount of
severe delinquencies.  Support for this class is approximately
$421,012, and there is roughly $1.075 million in severe
delinquencies, amounting to approximately 15.88% of the current
pool balance.
     
The affirmations reflect sufficient credit enhancement at the
current rating levels.  Most classes with affirmed ratings had
projected credit support that was near its original level.  
Cumulative losses for the 2000 through 2007 vintages were between
zero and 18 bps of their respective original principal balances.  
Excluding series 2001-4, severe delinquencies for the 2000 through
2007 vintages, as a percentage of the respective current balances,
ranged from 0% to 1.79%.  Additionally, the 2002 vintages have
paid down to between 10.06% and 18.05% of the original pool
balances; 2003 vintages to between 12.05% and 50.62%; 2004
vintages to between 29.23% and 60.72%; 2005 vintages to between
63.72% and 87.89%; 2006 vintages to between 84.25% and 88.82%; and
2007 vintages to between 94.25 and 99.29%.  The only deal
remaining from 2000, series 2000-2, has been paid down to 9.68% of
its original size, and the only deal remaining from 2001, series
2001-4, has been paid down to 6.62%.  
     
Subordination provides credit support for all the transactions.  
The collateral consists primarily of 30-year adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.  The mortgage loans have an initial fixed-
rate period of three, five, seven, or 10 years, after which the
interest rate will adjust monthly, semiannually, or annually based
on an index.


                          Ratings Raised

                      Bear Stearns ARM Trust

                                         Rating
                                         ------
                 Series      Class     To     From
                 ------      -----     --     ----
                 2002-1      B-1       AA+     AA
                 2002-11     B-3       A-      BBB+
                 2002-11     B-4       BB+     BB
                 2002-12     I-B-2     AA+     AA
                 2003-1      B-3       A       A-
                 2003-1      B-4       BB+     BB
                 2003-3      B-2       AA+     AA
                 2003-3      B-4       BBB     BBB-
                 2003-3      B-5       BB-     B+
                 2003-4      B-2       AA-     A+
                 2003-6      I-B-2     AA-     A+
                 2003-8      B-1       AA+     AA
                 2003-8      B-2       A+      A
                 2003-9      B-1       AA+     AA
                 2003-9      B-2       A+      A
                 2004-1      I-B-1     AA+     AA
                 2004-1      I-B-2     A+      A
                 2004-1      II-B-1    AA+     AA
                 2004-1      II-B-2    A+      A
                 2004-2      I-B-1     AA+     AA
                 2004-2      I-B-2     A+      A
                 2004-2      II-B-1    AA+     AA
                 2004-2      II-B-2    AA-     A
                 2004-2      II-B-3    BBB+    BBB
                 2004-6      B-1       AA+     AA
                 2004-6      B-2       A+      A
                 2004-8      I-B-1     AA+     AA
                 2004-8      I-B-2     A+      A
                 2004-10     III-B-1   AA+     AA
                 2004-10     III-B-2   A+      A
                 2004-10     III-B-3   BBB+    BBB
                  
                          Rating Lowered

                      Bear Stearns ARM Trust

                                        Rating
                                        ------
                 Series      Class     To     From
                 ------      -----     --     ----
                 2001-4      B-3       B      A+

                        Ratings Affirmed

                     Bear Stearns ARM Trust

         Series      Class                         Rating
         ------      -----                         ------
         2000-2      A-1, A-2, B-1, B-2            AAA
         2000-2      B-3                           AA+
         2001-4      I-A, II-A, B-1                AAA
         2001-4      B-2                           AA+
         2002-1      I-A, II-A, III-A              AAA
         2002-1      B-2                           A
         2002-1      B-3                           BBB
         2002-11     I-A-1, I-A-2, I-A-3, I-A-4    AAA
         2002-11     I-M-1, I-B-1                  AAA
         2002-11     I-B-2                         AA+
         2002-11     I-B-5                         B
         2002-12     I-A-1, I-A-7, I-X-1, I-X-2    AAA
         2002-12     II-A-1, II-A-2, II-X-1        AAA
         2002-12     II-A-3, I-B-1, II-B-1         AAA
         2002-12     II-B-2                        AA
         2002-12     I-B-3                         A+
         2002-12     II-B-3                        A-
         2003-1      I-A-1, II-A-1, III-A-1        AAA
         2003-1      IV-A-1, V-A-1, VI-A-1         AAA
         2003-1      VII-A-1, VII-A-X, VIII-A-1    AAA
         2003-1      VIII-A-X, M, B-1              AAA
         2003-1      B-2                           AA+
         2003-1      B-5                           B
         2003-2      A-5, X                        AAA
         2003-3      I-A-1, I-X-A-1, I-A-2         AAA
         2003-3      II-A-1, II-X-A-1, II-A-2      AAA
         2003-3      II-X-A-2, II-A-3, II-A-4      AAA
         2003-3      II-A-X-4, II-X-A-3, III-A-1   AAA
         2003-3      III-A-2, III-X-A-2, III-A-3   AAA
         2003-3      III-X-A-3 IV-A-1, B-1         AAA
         2003-3      B-3                           A
         2003-4      I-A-1, I-X-A-1, II-A-1        AAA
         2003-4      II-X-A-1, III-A-1, III-X-A-1  AAA
         2003-4      B-1                           AA+
         2003-4      B-3                           BBB+
         2003-4      B-4                           BB
         2003-4      B-5                           B
         2003-5      I-A-1, I-A-2, I-A-3, I-X      AAA
         2003-5      II-A-1, II-X                  AAA
         2003-5      I-B-1, II-B-1                 AA+
         2003-5      I-B-2                         AA-
         2003-5      I-B-3, II-B-3                 BBB+
         2003-5      I-B-4                         BB
         2003-5      I-B-5, II-B-5                 B
         2003-5      II-B-2                        A+
         2003-5      II-B-4                        BB+
         2003-6      I-A-1, I-A-2, I-X-2, I-A-3    AAA
         2003-6      I-X-3, II-A-1                 AAA
         2003-6      I-B-1, II-B-1                 AA+
         2003-6      I-B-3                         BBB
         2003-6      II-B-2                        A+
         2003-6      II-B-3                        BBB+
         2003-6      I-B-4                         BB
         2003-6      I-B-5, II-B-5                 B
         2003-6      II-B-4                        BB+
         2003-7      I-A, I-X, II-A, III-A, IV-A   AAA
         2003-7      IV-AM, V-A, V-X, VI-A, VII-A  AAA
         2003-7      VIII-A, IX-A                  AAA
         2003-7      B-1                           AA
         2003-7      B-2                           A
         2003-7      B-3                           BBB
         2003-7      B-4                           BB
         2003-7      B-5                           B
         2003-8      I-A-1, I-A-2, II-A-1, II-A-2  AAA
         2003-8      III-A, IV-A-1, IV-A-2, V-A    AAA
         2003-8      B-3                           BBB
         2003-8      B-4                           BB
         2003-8      B-5                           B
         2003-9      I-A-1, I-X-1, I-A-2, I-X-2    AAA
         2003-9      I-A-3, I-X-3, II-A-1, II-X-1  AAA
         2003-9      II-A-2, II-X-2, II-A-3        AAA
         2003-9      II-X-3, III-A-1, III-X-1      AAA
         2003-9      III-A-2, III-A-3, III-X-3     AAA
         2003-9      IV-A-1, IV-X-1                AAA
         2003-9      B-3                           BBB
         2003-9      B-4                           BB
         2003-9      B-5                           B
         2004-1      I-1-A-1, I-1-A-2, I-1-A-3     AAA
         2004-1      I-1-X, I-2-A-1, I-2-A-2       AAA
         2004-1      I-2-A-3, I-2-A-4A, I-2-A-4M   AAA
         2004-1      I-2-A-5, I-2-X, I-3-A-1       AAA
         2004-1      I-3-A-2, I-3-A-3, I-3-X       AAA
         2004-1      I-4-A-1, I-4-A-2, I-4-X       AAA
         2004-1      I-5-A-1, I-5-A-2, I-5-A-3     AAA
         2004-1      I-5-X, I-6-A-1, I-6-X         AAA
         2004-1      I-7-A-1, I-7-X, II-1-A-1      AAA
         2004-1      II-1-X, II-2-A-1, II-3-A-1    AAA
         2004-1      I-B-3, II-B-3                 BBB
         2004-1      I-B-4, II-B-4                 BB
         2004-1      I-B-5, II-B-5                 B
         2004-2      I-1-A, I-2-A-1, I-2-A-2       AAA
         2004-2      I-2-A-3, 1-2-X, I-3-A, I-4-A  AAA
         2004-2      I-4-A-M, II-1-A, II-1-X       AAA
         2004-2      II-2-A, II-2-X, II-3-A        AAA
         2004-2      II-4-A                        AAA
         2004-2      I-B-3                         BBB
         2004-2      I-B-4, II-B-4                 BB
         2004-2      I-B-5, II-B-5                 B
         2004-3      I-A-1, I-A-2, I-A-3, II-A     AAA
         2004-3      III-A, IV-A                   AAA
         2004-3      B-1                           AA
         2004-3      B-2                           A
         2004-3      B-3                           BBB
         2004-3      B-4                           BB
         2004-3      B-5                           B
         2004-4      A-3, A-4, A-5, A-6, A-7       AAA
         2004-4      B-1                           AA
         2004-4      B-2                           A
         2004-4      B-3                           BBB
         2004-4      B-4                           BB
         2004-4      B-5                           B
         2004-5      I-A, II-A, III-A, IV-A        AAA
         2004-5      B-1                           AA
         2004-5      B-2                           A
         2004-5      B-3                           BBB
         2004-5      B-4                           BB
         2004-5      B-5                           B
         2004-6      I-A-1, I-A-2, II-A-1, II-A-2  AAA
         2004-6      III-A                         AAA
         2004-6      B-3                           BBB
         2004-6      B-4                           BB
         2004-6      B-5                           B
         2004-7      I-A-1, I-A-2, II-A-1, II-X    AAA
         2004-7      III-A, IV-A                   AAA
         2004-7      B-1                           AA
         2004-7      B-2                           A
         2004-7      B-3                           BBB
         2004-7      B-4                           BB
         2004-7      B-5                           B
         2004-8      I-1-A-1, I-1-A-2, I-1-A-3     AAA
         2004-8      I-2-A-1, I-3-A-1, I-4-A-1     AAA
         2004-8      II-A-1                        AAA
         2004-8      II-B-1                        AA
         2004-8      II-B-2                        A
         2004-8      I-B-3, II-B-3                 BBB
         2004-8      I-B-4, II-B-4                 BB
         2004-8      I-B-5                         B
         2004-9      I-1-A-1, I-1-X-1, I-2-A-1     AAA
         2004-9      I-2-A-2, I-2-A-3, I-2-X-1     AAA
         2004-9      I-3-A-1, II-1-A-1, II-2-A-1   AAA
         2004-9      II-3-A-1, II-4-A-1            AAA
         2004-9      I-B-1, II-B-1                 AA
         2004-9      I-B-2, II-B-2                 A
         2004-9      I-B-3, II-B-3                 BBB
         2004-9      I-B-4, II-B-4                 BB
         2004-9      I-B-5, II-B-5                 B
         2004-10     I-1-A-1, I-2-A-1, I-2-X-1     AAA
         2004-10     I-2-A-2, I-2-X-2, I-2-A-3     AAA
         2004-10     I-2-X-3, I-2-A-4, I-2-A-5     AAA
         2004-10     I-2-A-6, I-3-A-1, I-4-A-1     AAA
         2004-10     I-5-A-1, II-1-A-1, II-2-A-1   AAA
         2004-10     II-3-A-1, III-1-A-1           AAA
         2004-10     III-2-A-1                     AAA
         2004-10     I-M-1, I-B-1                  AA+
         2004-10     I-B-2, II-B-1                 AA
         2004-10     I-B-3                         A+
         2004-10     II-B-2                        A
         2004-10     I-B-4, II-B-3                 BBB
         2004-10     I-B-5, II-B-4, III-B-4        BB
         2004-10     I-B-6, II-B-5, III-B-5        B
         2004-11     I-A-1, II-A-1, III-A-1        AAA
         2004-11     IV-A-1                        AAA
         2004-11     M-1                           AA+
         2004-11     B-1                           AA
         2004-11     B-2                           A
         2004-11     B-3                           BBB
         2004-11     B-4                           BB
         2004-11     B-5                           B
         2004-12     I-A-1, I-X-1, II-A-1, II-X-1  AAA
         2004-12     II-A-2, II-X-2, II-A-3        AAA
         2004-12     II-X-3, III-A-1, IV-A-1       AAA
         2004-12     M-1, B-1                      AA+
         2004-12     B-2                           AA
         2004-12     B-3                           A
         2004-12     B-4                           BBB
         2004-12     B-5                           BB
         2004-12     B-6                           B
         2005-1      I-A-1, II-A-1, II-X-1, II-A-2 AAA
         2005-1      III-A-1, IV-A-1               AAA
         2005-1      B-1, B-2                      AA+
         2005-1      B-3                           AA
         2005-1      B-4                           A
         2005-1      B-5                           BBB
         2005-1      B-6                           BB
         2005-1      B-7                           B
         2005-2      A-1, A-2, A-3, A-4            AAA
         2005-3      I-A-1, II-A-1, II-A-2, II-X   AAA
         2005-3      B-1, B-2                      AA+
         2005-3      B-3                           AA
         2005-3      B-4                           A
         2005-3      B-5                           BBB
         2005-3      B-6                           BB
         2005-3      B-7                           B
         2005-4      I-A-1, II-A-1, II-A-2, II-A-3 AAA
         2005-4      II-X-1, III-A-1, IV-A-1
         2005-4      B-1, B-2                      AA+
         2005-4      B-3, B-4                      AA
         2005-4      B-5                           AA-
         2005-4      B-6                           A+
         2005-4      B-7                           A
         2005-4      B-8                           A-
         2005-4      B-9                           BBB
         2005-4      B-10                          BB
         2005-4      B-11                          B
         2005-5      A-1, A-2                      AAA
         2005-5      M                             AA+
         2005-6      I-A-1, II-A-1, III-A-1        AAA
         2005-6      IV-A-1, V-A-1                 AAA
         2005-6      B-1                           AA
         2005-6      B-2                           A
         2005-6      B-3                           BBB
         2005-6      B-4                           BB
         2005-6      B-5                           B
         2005-7      1-A-1, 1-A-2, II-A-1, II-A-2  AAA
         2005-7      X, B-1                        AA
         2005-7      B-2                           A
         2005-7      B-3                           BBB
         2005-7      B-4                           BB
         2005-7      B-5                           B
         2005-8      A-1, A-2, A-3, A-4, X         AAA
         2005-9      A-1, A-2                      AAA
         2005-9      X                             AA+
         2005-9      B-1                           AA
         2005-9      B-2                           A
         2005-9      B-3                           BBB
         2005-9      B-4                           BB
         2005-9      B-5                           B
         2005-10     A-1, A-2, A-3, X, R-1, R-2, M AAA
         2005-10     B-1                           AA+
         2005-10     B-2                           AA
         2005-10     B-3                           A+
         2005-10     B-4                           BBB+
         2005-10     B-5                           BB
         2005-10     B-6                           B
         2005-11     I-A-1, II-A-1, III-A-1        AAA
         2005-11     IV-A-1, V-A-1, V-A-2, R-1     AAA
         2005-11     R-2                           AAA
         2005-11     B-1                           AA
         2005-11     B-2                           A
         2005-11     B-3                           BBB
         2005-11     B-4                           BB
         2005-11     B-5                           B
         2005-12     I-1-A-1, I-1-A-2, I-2-A-2     AAA
         2005-12     I-3-A-1, I-3-A-2, R-I, R-II   AAA
         2005-12     R-III, II-1-A-1, II-2-A-1     AAA
         2005-12     II-2-A-2, II-3-A-1, II-3-A-2  AAA
         2005-12     II-4-A-1, II-5-A-1            AAA
         2005-12     I-B-1, II-B-1                 AA
         2005-12     I-B-2, II-B-2                 A
         2005-12     I-B-3, II-B-3                 BBB
         2005-12     I-B-4, II-B-4                 BB
         2005-12     I-B-5, II-B-5                 B
         2006-2      I-A-1, I-A-2, II-A-1, II-X    AAA
         2006-2      II-A-2, III-A-1, III-A-2      AAA
         2006-2      III-X, III-A-3, IV-A-1        AAA
         2006-2      IV-A-2, R-I, R-II, R-III      AAA
         2006-4      I-A-1, I-A-2, II-A-1, II-X-1  AAA
         2006-4      II-A-2, II-A-3, II-X-3        AAA
         2006-4      III-A-1, III-A-2, III-X       AAA
         2006-4      IV-A-1, IV-A-2, IV-A-3        AAA
         2006-4      IV-A-4, IV-X, R-I, R-II       AAA
         2006-4      R-III                         AAA
         2007-1      I-A-1, I-A-2, I-X-1, II-A-1   AAA
         2007-1      II-A-2, II-X-1, III-A-1       AAA
         2007-1      III-A-2, III-X-1, IV-A-1      AAA
         2007-1      IV-X-1, V-A-1, V-A-2, V-X-1   AAA
         2007-1      R-I, R-II, R-III              AAA
         2007-3      I-A-1, I-X-1, I-A-2, II-A-1   AAA
         2007-3      II-X-1, II-A-2, III-A-1       AAA
         2007-3      III-X-1, III-A-2, R-I, R-II   AAA
         2007-3      R-III                         AAA
         2007-4      I-1A-1, I-1A-2, I-1X-1        AAA
         2007-4      I-2A-1, I-2A-2, I-2X-1, R-I   AAA
         2007-4      II-1A-1, II-1A-2, II-1X-1     AAA
         2007-4      II-2A-1, II-2A-2, II-2X-1     AAA
         2007-4      R-II, R-III, R-IV             AAA
         2007-4      I-B-1                         AA
         2007-4      I-B-2                         A
         2007-4      I-B-3                         BBB
         2007-4      I-B-4                         BB
         2007-4      I-B-5                         B


BEST BRANDS: Moody’s Downgrades Corporate Family Rating to Caa2
---------------------------------------------------------------
Moody's Investors Service downgraded Best Brands Corporation's
corporate family rating to Caa2 from Caa1, and further lowered the
ratings on the company's first lien senior secured credit
facilities.  The ratings remain under review direction uncertain.
The company's LGD assessments are also subject to change.

The downgrade reflects the company's continued failure to secure a
waiver and amendment to its credit facilities for late delivery of
its 2006 financial statements and the likely breach of its June
2007 financial covenants.  The downgrade also reflects the
significant increase in Best Brands' risk profile, as it now
operating within the five-day grace period under the events of
default section 7.1[C] of its credit agreements for late delivery
of the June financial statements and covenant compliance.  Moody's
remains concerned at the continued lack of visibility regarding
the motivation of the company's lender group.

Moody's review direction uncertain considers the risk that the
company will need to restructure its debt if it is unable to reach
agreement with its lenders, as well as the possibility that it
will be successful in securing a waiver and amendment to its
credit facilities.  If Best Brands receives a waiver and amendment
from its lenders, its ratings could be raised modestly depending
on the likelihood that it will be able to comply with the new
covenant levels against the backdrop of rising costs.  The review
will focus on the progress that Best Brands makes in its
negotiations with its lenders in the near term, as well as the
likely motivation of the lender group going forward.

Ratings downgraded, on review direction uncertain:

Best Brands Corporation:

-- Corporate family rating to Caa2 from Caa1

-- Probability of default rating to Caa2 from Caa1

-- $30 million first-lien revolving credit facility due 2011 to
    Caa1 from B3

-- $170 million first-lien Term Loan B due 2012 to Caa1 from B3

Ratings unchanged, on review direction uncertain:

Best Brands Corporation:

-- $75 million second-lien Term Loan due 2013 at Caa3

Headquartered in Minnetonka, MN, Best Brands Corporation,
parent company is Value Creation Partners, Inc., is a leading
manufacturer and distributor of specialty bakery products in the
US, with pro forma revenues for 2006 approaching $500 million.


BRIDGE LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bridge Logistics Services, Inc.
        3925 Airport Expressway, P.O. Box 9216
        Fort Wayne, IN 46899

Bankruptcy Case No.: 07-12125

Type of business: The Debtor provides integrated logistics,
                  warehouse, inventory and transportation
                  management services.  See
                  http://www.bridgelogistics.com/

Chapter 11 Petition Date: July 30, 2007

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Scot T. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, L.L.P.
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260)407-7137

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ossian State Bank                                        $744,000
102 North Jefferson
P.O. Box 325
Ossian, IN 46777

Small Business Administration                            $424,486
8500 Keystone Crossing,
Suite 400
Indianapolis, IN 46240

Watkins Motor Lines, Inc.                                $165,608
P.O. Box 95001
Lakeland, FL 33804-5001

Flagship Properties, L.L.C.                              $156,123

A.B.F. Freight Systems, Inc.                              $54,351

U.S.F. Holland                                            $39,644

D.F. Properties                                           $39,000

Wells Fargo Insurance                                     $35,634
Services

Bohl Crane, Inc.                                          $34,125

Roadway Express                                           $29,920

Banc-Serve Partners, L.L.C.                               $28,345

FedEx National L.T.L.                                     $25,068

Honeggar, Ringger & Co.                                   $16,226

McIntosh Energy                                           $10,331

National City Bank                                        $15,216

Memorial Coliseum                                         $14,000

Northeastern R.E.M.C.                                     $12,793

N.M.H.G. Financial Services                               $10,384

Tetra Financial Group                                      $8,835

FedEx Freight                                              $8,709


BUCKEYE TECHNOLOGIES: Obtains New $200 Million Credit Facility
--------------------------------------------------------------
Buckeye Technologies Inc. established a new $200 million senior
secured revolving credit facility.  

The maturity date on the new revolver is July 2012, and the
facility includes an increase option for an additional
$50 million.  This facility amends and restates the company's
existing credit facility, which consisted at the closing date of
an undrawn $70 million revolver and a $30 million balance on an
original $150 million term loan.  

The company plans to use the proceeds from this facility to
refinance its existing senior credit facilities, to refinance up
to $20 million of its 8.0% senior subordinated notes having a
maturity date of October 2010, to refinance the remaining $60
million of its 9.25% senior subordinated notes in September 2007
(one year ahead of maturity), and for general corporate purposes.  
The company expects to reduce interest expense by about $2 million
per year on a going basis as a result of this refinancing.

Buckeye Chairman John B. Crowe commented, “Over the past 5 years,
we have made tremendous progress in reducing our debt.  This new
facility allows us to take advantage of our improved credit
position and the favorable market conditions to reduce our
interest costs and achieve more operating flexibility than we had
under our existing credit facility.  In addition, this new
facility gives us the ability to continue our debt reduction while
maintaining sufficient operating liquidity to support our
business.  We appreciate the leadership provided by Bank of
America as lead arranger for this facility.”

                  About Buckeye Technologies

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

                        *     *     *

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


CAREN KOHL: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Caren Rein Kohl
        115 East 87th Street, Apartment 6D
        New York, NY 10128

Bankruptcy Case No.: 07-12358

Chapter 11 Petition Date: July 30, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Richard L. Koral, Esq.
                  60 East 42nd Street, Suite 1136
                  New York, NY 10165
                  Tel: (212) 682-1212
                  Fax: (212) 687-2084

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Six Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Silver Lining Interiors, Inc.    Construction Work      $1,139,558
2091 Broadway, 3rd Floor
New York, NY 10023

Merrill Lynch Finance                                     $850,000
[no address provided]

115-87 Owners Corp.              Added Fees                $49,691
c/o Key Real Estate
Associates LLC
116 John Street, Suite 1700
New York, NY 10038

Bank of America                                            $46,000

Citibank Mastercard                                        $38,000

I.J. Peiser's Sons, Inc.         Construction Work         $18,313


CELL THERAPEUTICS: Obtains $20 Mil. from Convertible Stock Sale
---------------------------------------------------------------
Cell Therapeutics Inc. has received approximately $20.25 million
from the sale of its 3% Convertible Preferred Stock and warrants
in a registered offering to several institutional investors,
including existing securities holders.

CTI sold 20,250 shares of Series C 3% convertible preferred stock,
together with warrants, at a negotiated price of $1,000 per share
of Series C convertible preferred stock.  The Preferred Stock is
convertible into 5,192,307 shares of common stock, at a conversion
price of $3.90 per share.

The company also issued warrants to purchase up to 2,596,148
shares of common stock, with an exercise price of $4.53 per share.

Rodman & Renshaw, LLC acted as the exclusive placement agent for
the offering.

Copies of the prospectus supplement and accompanying base  
prospectus may be obtained directly from:

     Cell Therapeutics Inc.
     Suite 400, 501 Elliott Avenue West
     Seattle, Washington 98119

Headquartered in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC)
-- http://cticseattle.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

At March 31, 2007, the company's balance sheet showed total assets
of $94.4 million, and total liabilities of $201.3 million,
resulting in a total shareholders' deficit of $106.9 million.


CHOICE HOTELS: June 30 Balance Sheet Upside-Down by $71.4 Million
-----------------------------------------------------------------
Choice Hotels International Inc. reported total assets of
$332 million, total liabilities of $403.4 million, and total
stockholders' deficit of $71.4 million as of June 30, 2007.

For the second quarter ended June 30, 2007, the company had
revenues of $157.7 million and net income of $28.6 million.  For
the second quarter a year ago, the company had revenues of
$140.5 million and net income of $24.1 million.

For the first six months ended June 30, 2007, the company had
revenues of $273.9 million and net income of $45 million.  For the
same period a year ago, the company had revenues of $245 million
and net income of $41.8 million.

"We continue to work closely with our franchisees to improve their
unit profitability by driving incremental business to their hotels
and providing them with targeted services and support to enhance
property-level operating performance," said Charles A. Ledsinger,
Jr., vice chairman and chief executive officer.  "At the same
time, we are committed to continuously improving brand quality and
consistency by working collaboratively with our franchisees so
that we are positioned to gain market share.  This operating
philosophy has proven successful for Choice, as over the last five
years, we have increased our domestic market share of branded
hotels by 340 basis points to nearly 17% of the market, as
measured by room supply in the midscale & economy segments."

                      Use of Free Cash Flow

For the three and six months ended June 30, 2007, the company paid
$9.9 million and $19.8 million, respectively, of cash dividends to
shareholders.  The annual dividend rate per common share is $0.60.

For the three months ended June 30, 2007, the company purchased
about 700,000 shares of its common stock at an average price of
$38.72 for a total cost of $28.3 million under its share
repurchase program.  For the six months ended June 30, 2007, the
company purchased about 1.2 million shares of its common stock at
an average price of $38.33 for a total cost of $46.1 million.  At
June 30, 2007, the company had authorization to purchase up to an
additional 3.9 million shares under the share repurchase program.

                   Continental Europe Franchises

During the fourth quarter of 2006, the company terminated the
master franchising agreement covering continental Europe and
acquired the direct franchising operations in this region from the
former master franchisor.  As a result of the acquisition,
franchising revenues and selling, general and administrative costs
for the three months ended June 30, 2007 increased about
$1.1 million and $700,000, respectively, compared to second
quarter 2006.  Franchising revenues and selling, general and
administrative costs for the six months ended June 30, 2007,
increased about $1.8 million and $1.6 million, respectively,
compared to the same period in 2006.

                         Outlook for 2007

The company expects net domestic unit growth of about 4% in 2007.  
RevPAR is expected to increase about 4.5% for third quarter 2007
and about 4% for full-year 2007.  The effective royalty rate is
expected to increase 3 basis points for full-year 2007.  All
figures assume the existing share count and an effective tax rate
of 36.3% for third quarter 2007 and 36.5% for full year 2007.  All
figures assume approximately $3.7 million of termination benefits
expense resulting from the previously announced separations of
certain executive officers.

                       About Choice Hotels

Headquartered in Silver Spring, Maryland, Choice Hotels
International Inc. (NYSE: CHH) -- http://www.choicehotels.com/---   
franchises more than 5,400 hotels, representing more than 445,000
rooms, in the United States and 39 countries and territories.  As
of June 30, 2007, 858 hotels are under development in the United
States, representing 67,740 rooms, and an additional 85 hotels,
representing 8,007 rooms, are under development in more than 20
countries and territories.  The company's Cambria Suites, Comfort
Inn, Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge,
Rodeway Inn, MainStay Suites and Suburban Extended Stay Hotel
brands serve guests worldwide.


CIPHERGEN BIOSYSTEMS: Mar. 31 Balance Sheet Upside-down by $15.7MM
------------------------------------------------------------------
Ciphergen Biosystems Inc.'s consolidated balance sheet at
March 31, 2007, showed $18.3 million in total assets and
$34.0 million in total liabilities, resulting in a $15.7 million
total stockholderss' deficit.

The company reported a net loss of $6.0 million on services
revenue of $21,000 for the first quarter ended March 31, 2007,
compared with a net loss of $5.5 million on products and services
revenue of $7.1 million for the same period ended March 31, 2006.

On Nov. 13, 2006, Ciphergen sold its life science research
business to Bio-Rad Laboratories.  Going forward the company does
not anticipate having revenue until its diagnostic tests are
commercialized.  Accordingly, the company had negligible revenue
in the first quarter of 2007 compared to $7.1 million in
the first quarter of 2006.

Total operating expenses for the first quarter of 2007 were
$5.7 million compared to $8.8 million in the same period last
year.  The reduction in operating expenses was due primarily to
the elimination of selling and marketing expenses associated with
the company's former life sciences business.
    
At March 31, 2007, the company's cash and investments were
$13.6 million, compared to $17.7 million at Dec. 31, 2006.  Net
cash used in operating activities in the first quarter of 2007 was
$5.6 million.  In addition, Ciphergen has $1.2 million remaining
to draw from a loan facility from Quest Diagnostics,  which
indebtedness is forgivable upon accomplishment of certain
milestones.

"We are excited about the advances we are making in each of our
diagnostic programs," said Gail S. Page, president and chief
executive officer of Ciphergen.  "Development and validation of
our test for thrombotic thrombocytopenic purpura (TTP) and our
test to detect peripheral arterial disease (PAD) are progressing
well.  Our ovarian cancer program is moving forward and our
clinical trial remains on track for submission by the end of 2007
to the FDA for clearance."

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
PriceWaterhouseCoopers LLP expressed substantial doubt about
Ciphergen Biosystems Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  PwC reported that the
company has suffered recurring losses and negative cash flows from
operations and has a net capital deficiency.

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?21ef  

                    About Ciphergen Biosystems

Headquartered in Fremont, Calif., Ciphergen Biosystems Inc.
(NasdaqCM: CIPH) -- http://www.ciphergen.com/-- discovers,   
develops and commercializes specialty diagnostic tests that
provide physicians with information with which to manage their
patients' care and that improve patient outcomes.  Ciphergen,
along with its prestigious scientific collaborators, has ongoing
diagnostic programs in oncology/hematology, cardiology and women's
health with an initial focus in ovarian cancer.


CITIGROUP COMMERCIAL: Moody's Affirms Low-B Ratings on Six Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 27 classes of
Citigroup Commercial Mortgage Trust 2005-C3, Commercial Mortgage
Pass-Through Certificates, Series 2005-C3 as:

-- Class A-1, $49,624,129, affirmed at Aaa
-- Class A-1A, $285,113,341, affirmed at Aaa
-- Class A-2, $164,149,000, affirmed at Aaa
-- Class A-3, $52,867,000, affirmed at Aaa
-- Class A-4, $329,125,000, affirmed at Aaa
-- Class A-MLF, $50,000,000, affirmed at Aaa
-- Class A-M, $93,517,000, affirmed at Aaa
-- Class A-J, $102,256,000, affirmed at Aaa
-- Class A-SB, $92,945,000, affirmed at Aaa
-- Class XC, Notional, affirmed at Aaa
-- Class XP, Notional, affirmed at Aaa
-- Class B, $30,497,000, affirmed at Aa2
-- Class C, $16,146,000, affirmed at Aa3
-- Class D, $21,528,000, affirmed at A2
-- Class E, $17,939,000, affirmed at A3
-- Class F, $19,734,000, affirmed at Baa1
-- Class G, $14,352,000, affirmed at Baa2
-- Class H, $12,557,000, affirmed at Baa3
-- Class J, $5,382,000, affirmed at Ba1
-- Class K, $7,176,000, affirmed at Ba2
-- Class L, $5,382,000, affirmed at Ba3
-- Class M, $5,382,000, affirmed at B1
-- Class N, $3,588,000, affirmed at B2
-- Class O, $2,870,000, affirmed at B3
-- Class CP-1, $2,667,782, affirmed at Baa1
-- Class CP-2, $6,224,825, affirmed at Baa2
-- Class CP-3, $6,379,479, affirmed at Baa3

As of the July 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 2.1% to
$1.42 billion from $1.45 billion at securitization.  The
certificates are collateralized by 124 loans, ranging in size from
less than 1% to 7.9% of the pool, with the top 10 loans
representing 35.4% of the pool.  The pool's largest loan is shadow
rated investment grade.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Sixteen loans,
representing 15.7% of the pool, are on the master servicer's
watchlist.

Moody's was provided with partial- or full-year 2006 operating
results for 87.1% of the pool.  Moody's weighted average loan to
value ratio for the conduit component is 100.7%, compared to
101.1% at securitization, resulting in an affirmation of all
classes.

The shadow rated loan is the Carolina Place Loan ($110.7 million
-- 7.9%), which is the pooled component of a $162.6 million first
mortgage loan secured by the borrower's interest in a 1.1 million
square foot regional mall located in suburban Charlotte, North
Carolina.  The mall is anchored by Belk, Dillard's, Macy's, J.C.
Penney and Sears.  The inline space was 90.9% occupied as of
December 2006, compared to 88.5% at securitization.

The center was recently expanded to accommodate several new
retailers, including Barnes & Noble, REI and Harper's Restaurant.
At securitization it was also anticipated that Linens-n-Things
would be part of the mall's expansion, but this did not occur.  
The trust also includes a $15.3 million non-pooled loan component
that secures non-pooled Classes CP-1, CP-2 and CP-3.  Moody's
current shadow ratings of the pooled and non-pooled loan
components are A3 and Baa3, respectively, the same as at
securitization.

The top three conduit loans represent 10% of the pool.  The
largest conduit loan is the Novo Nordisk Headquarters Loan
($53 million -- 3.7%), which is secured by a 226,000 square foot
Class A office complex located in Princeton, New Jersey.  The
property was 98% occupied as of December 2006, the same as at
securitization.  Although occupancy has been stable since
securitization, the property has been impacted by increased
operating expenses.  Moody's LTV is 104.9%, compared to 103.9% at
securitization.

The second largest conduit loan is the 270 Technology Park Loan
($51.2 million -- 3.6%), which is secured by 11 office and flex
properties located in Frederick, Maryland.  The buildings total
450,000 square feet. Although the property has maintained a stable
occupancy since securitization, Wells Fargo Home Mortgage, Inc.,
the largest tenant, has indicated it intent to vacate 237,055
square feet by November 2007 and an additional 41,000 square feet
in June 2008.  The borrower has several interested prospects for
the space but no executed leases.  Moody's LTV is 120%, compared
to 106.6% at securitization.

The third largest conduit loan is the Penn Mar Shopping Center
Loan ($37.8 million -- 2.7%), which is secured by a 382,000 square
foot retail center located in Forestville (Prince George's
County), Maryland.  The center was 97% occupied as of December
2006, essentially the same as at securitization.  Financial
performance has improved since securitization due to increased
rents and loan amortization.  Moody's LTV is 92.3%, compared to
97.3% at securitization.


CONEXANT SYSTEMS: Posts $35.2 Million Net Loss for 3rd Qtr. 2007
----------------------------------------------------------------
Conexant Systems Inc. reported financial results for the third
quarter of fiscal 2007 that were consistent with the guidance
provided by the company at the beginning of the quarter.

                      Financial Results

Third quarter fiscal 2007 revenues were $179.5 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. The operating
loss was $27 million.  The net loss was $35.2 million.

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

The company reported total assets of $1.2 billion, total
liabilities of $813 million, and total stockholders' equity of
$385 million as of June 29, 2007.  

                     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," Mr. 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.


COOPERATIVE OIL: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cooperative Oil Company
        c/o David Low
        4220 Quail Avenue
        Little Cedar, IA 50454

Bankruptcy Case No.: 07-01366

Chapter 11 Petition Date: July 30, 2007

Court: Northern District of Iowa (Mason City)

Debtor's Counsel: Anita Shodeen, Esq.
                  Beving, Swanson & Forrest, P.C.
                  321 East Walnut, Suite 200
                  Des Moines, IA 50309-2026
                  Tel: (515) 237-1186

Total Assets:  $720,307

Total Debts: $1,067,106

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Waterloo Service               open account              $470,682
P.O. Box 300
Waterloo, IA 50704

C.H.S., Inc.                   open account              $300,961
5500 Cenex Drive               promissory note
Inver Grove Heights, MN
55077

Community National Bank        T.P.A. for pension        $281,000
422 Commercial Street          fund
Waterloo, IA 50704

Core-Mark International        open account               $14,463

Iowa Department of Revenue     fuel tax                   unknown

K.&H. Cooperative              adjustments                unknown
                               pursuant to
                               purchase
                               agreements


COREL CORP: May 31 Balance Sheet Upside-Down by $16 Million
-----------------------------------------------------------
Corel Corporation reported total assets of $260.6 million, total
liabilities of $276.6 million, and total stockholders' deficit of
$16 million as of May 31, 2007.

Revenues for the second quarter of fiscal 2007 were $65. million,
an increase of 47% over revenues of $44.2 million in the second
quarter fiscal 2006.  Net income in the second quarter of fiscal
2007 was $2.3 million, compared to a net loss of $4 million in
2006.

Revenues for the six months ended May 31, 2007 were
$117.7 million, an increase of 33% over revenues of $88.5 million
for the six months ended May 31, 2006.  Net loss for six months
ended May 31, 2007, was $9.6 million, compared to a net loss of
$5.6 million for the six months ended May 31, 2006.

"We are pleased with our performance in the second quarter, as
we continue to execute our key strategies and demonstrate our
ability to g enerate attractive financial returns for our
shareholders," said David Dobson, chief executive offier of Corel
Corporation.  "We are realizing many of the anticipated benefits
from the acquisition of InterVideo and Ulead, including increased
revenue contribution from a broader mix of OEM partners as well as
a more diverse mix of revenue by geography.  I am pleased with the
progress we have made so far as we continue to execute on our
core strategic initiatives and expand into the digital media
market."

A full-text copy of the company's second quarter report is
available for free at http://researcharchives.com/t/s?21f7

              Third Quarter Fiscal 2007 Guidance

Corel provided guidance for the third quarter ending Aug. 31,
2007.  The company currently expects revenue in the range of
$60 million to $62 million and net loss of $500,000 to net income
$1 million.

                      Fiscal 2007 Guidance

Corel provided guidance for the year ending Nov. 30, 2007.  The
company currently expects revenue in the range of $247 million to
$253 million and net loss of $4 million to $2 million.

                     About Corel Corporation

Ottawa, Ontario-based Corel Corp. (NASDAQ: CREL) (TSX: CRE)
-- http://www.corel.com/-- is a packaged software company with
an estimated installed base of over 40 million users.  The
Company provides productivity, graphics and digital imaging
software.  Its products are sold in over 75 countries through a
scalable distribution platform comprised of original equipment
manufacturers, Corel's international websites, and a global
network of resellers and retailers.  The Company's product
portfolio features CorelDRAW(R) Graphics Suite, Corel(R)
WordPerfect(R) Office, WinZip(R), Corel(R) Paint Shop(R) Pro,
and Corel Painter(TM).

The company has operations in Germany, Italy, the United
Kingdom, Australia, Japan, Korea, Brazil, and Mexico, among
others.


CREDIT SUISSE: Moody's Junks Rating on $6.7 Mil. Class S Certs.
---------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Credit Suisse Commercial Mortgage Trust 2007-
C3.  The provisional ratings issued on June 14, 2007 have been
replaced with these definitive ratings:

-- Class A-1, $25,000,000, rated Aaa
-- Class A-2, $392,000,000, rated Aaa
-- Class A-3, $48,588,000, rated Aaa
-- Class A-AB, $61,628,000, rated Aaa
-- Class A-4, $643,000,000, rated Aaa
-- Class A-M, $268,479,000, rated Aaa
-- Class A-J, $201,359,000, rated Aaa
-- Class B, $16,780,000, rated Aa1
-- Class C, $40,272,000, rated Aa2
-- Class D, $26,847,000, rated Aa3
-- Class E, $20,136,000, rated A1
-- Class F, $23,492,000, rated A2
-- Class G, $30,204,000, rated A3
-- Class H, $33,560,000, rated Baa1
-- Class J, $30,204,000, rated Baa2
-- Class K, $30,204,000, rated Baa3
-- Class L, $10,068,000, rated Ba1
-- Class M, $6,712,000, rated Ba2
-- Class N, $10,068,000, rated Ba3
-- Class O, $6,712,000, rated B1
-- Class P, $6,712,000, rated B2
-- Class Q, $10,068,000, rated B3
-- Class S, $6,712,000, rated Caa2
-- Class A-X, $2,684,790,000, rated Aaa
-- Class A-1-A1, $509,137,000, rated Aaa
-- Class A-1-A2, $200,000,000, rated Aaa

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

-- Class A-SP, $0, WR


CREDIT SUISSE: Moody's Lifts Class 622-F Certificate Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 11 classes and
affirmed the ratings of 16 classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-C3 as:

-- Class A-1, $31,826,886, affirmed at Aaa
-- Class A-2, $214,000,000, affirmed at Aaa
-- Class A-3, $212,000,000, affirmed at Aaa
-- Class A-4, $55,000,000, affirmed at Aaa
-- Class A-5, $862,414,000, affirmed at Aaa
-- Class A-X, Notional, affirmed at Aaa
-- Class A-SP, Notional, affirmed at Aaa
-- Class A-Y, Notional, affirmed at Aaa
-- Class B, $47,432,000, affirmed at Aaa
-- Class C, $19,405,000, upgraded to Aaa from Aa1
-- Class D, $38,808,000, upgraded to Aa2 from A1
-- Class E, $19,405,000, upgraded to A1 from A3
-- Class F, $19,404,000, upgraded to A3 from Baa1
-- Class G, $12,936,000, upgraded to Baa1 from Baa2
-- Class H, $19,404,000, affirmed at Baa3
-- Class J, $19,405,000, affirmed at Ba1
-- Class K, $12,936,000, affirmed at Ba2
-- Class L, $6,468,000, affirmed at Ba3
-- Class M, $10,780,000, affirmed at B1
-- Class N, $2,156,000, affirmed at B2
-- Class O, $4,312,000, affirmed at B3
-- Class 622-A, $2,474,589, upgraded to A2 from A3
-- Class 622-B, $5,869,092, upgraded to A3 from Baa1
-- Class 622-C, $5,868,115, upgraded to Baa1 from Baa2
-- Class 622-D, $5,869,092, upgraded to Baa2 from Baa3
-- Class 622-E, $17,417,823, upgraded to Baa3 from Ba1
-- Class 622-F, $1,563,464, upgraded to Ba1 from Ba2

As of the July 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 5.4% to
$1.67 billion from $1.76 billion at securitization.  The
Certificates are collateralized by 246 loans, ranging in size from
less than 1% to 12.2% of the pool, with the top 10 loans
representing 42.1% of the pool.  The pool includes five shadow
rated investment grade loans, representing 30.3% of the pool.

The pool also includes 80 residential co-op loans, representing
10% of the pool.  Twenty-two loans, representing 17.8% of the
pool, have defeased and are collateralized by U.S. Government
securities.  Two loans have been liquidated from the pool
resulting in an aggregate realized loss of about $59,000.  One
loan, representing less than 1% of the pool, is in special
servicing.  Moody's is estimating a $1 million loss from this
specially serviced loan.  Eighteen loans, representing 5.5% of the
pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 and partial- or full- year
2006 operating results for 61.9% and 68.2%, respectively, of the
performing loans.  Moody's weighted average loan to value ratio
for the conduit component is 84.3%, compared to 88.1% at last
review and compared to 88.7% at securitization.  Moody's is
upgrading Classes C, D, E, F, and G due to improved overall pool
performance, defeasance and increased credit support.  Moody's is
upgrading Classes 622-A, 622-B, 622-C, 622-D, 622-E and 622-F due
to the improved performance of the 622 Third Avenue Loan.

The largest shadow rated loan is the 622 Third Avenue Loan
($198.2 million - 12.2%), which represents the senior component of
a $279.1 million mortgage loan.  The loan is secured by a
1 million square foot Class A office building located in midtown
Manhattan. As of year-end 2006 the property was 100% leased,
compared to 98.9% at last review and compared to 98.2% at
securitization.

The non-pooled junior component of the loan ($39.1 million) is
held within the trust and serves as security for non-pooled
Classes 622-A, 622-B, 622-C, 622-D, 622-E and 622-F.  The property
is also encumbered by a B Note of about $41.6 million that is held
outside of the trust.  The property is performing better than at
last review and at securitization and the loan has benefited from
amortization.  Moody's current shadow rating of the senior loan
component is A2, compared to A3 at last review and at
securitization.

The second largest shadow rated loan is the Washington Center Loan
($117.5 million - 7.2%), which represents the senior portion of a
$209.2 million A Note.  The loan is secured by a mixed-use
office/hotel property located in Washington, D.C.  The property
consists of a 356,000 square foot Class A office building and an
888-room Grand Hyatt hotel.  The office component is 97.6%
occupied (100% leased), compared to 98.4% at last review and
compared to 100% at securitization.  The property's performance
has improved since securitization, largely due to a significant
improvement of the hotel component and loan amortization.  The
property is also encumbered by a $34.9 million mezzanine loan.
Moody's current shadow rating is Aa2, compared to Aa3 at last
review and compared to A1 securitization.

The third largest shadow rated loan is the Columbiana Center Loan
($66.7 million - 4.1%), which is secured by an 826,000 square foot
regional mall located in Columbia, South Carolina.  As of December
2006 in-line occupancy was 95%, compared to 93.5% at last review
and compared to 93% at securitization.  The loan has also
benefited from amortization.  Moody's current shadow rating is A1,
compared to A2 at last review and compared to A3 securitization.

The fourth largest shadow rated loan is the Great Lakes Crossing
Loan ($56.2 million - 3.4%), which represents a pari passu
interest in the senior component of a $138.3 million mortgage
loan.  There is an additional $3.4 million subordinate B Note
associated with a rake class in the CSFB 2003-CK2 transaction.  
The loan is secured by a 1.4 million square foot value oriented
super-regional mall located in Auburn Hills, Michigan, about 30
miles north of Detroit.

Major tenants include a 25-screen movie theater, Bass Pro Shops
Outdoor World, Burlington Coat Factory, Sports Authority and Bed,
Bath & Beyond.  As of December 2006 occupancy was 86%, compared to
88.9% at last review and compared to 91.1% at securitization.  The
property's financial performance has declined since securitization
due to lower revenue.  However, this decline has been largely
offset by a recent real estate tax reduction and loan
amortization.  Moody's current shadow rating is Baa2, the same as
at securitization.

The fifth largest shadow rated loan is the Crossings Loan
($55.9 million - 3.4%), which is secured by a 391,000 square foot
factory outlet center located in the Pocono Mountains in
Tannersville, Pennsylvania.  The property is 99.8% occupied,
essentially the same as at last review and at securitization.  The
loan has benefited from amortization and increased rental renewal
rates.  The loan matures March 2013 and amortizes on a 300-month
schedule.  Moody's current shadow rating is A1, compared to A3 at
last review and compared to Baa2 at securitization.

The top three conduit loans represent 5.2% of the pool.  The
largest conduit exposure is the Westin Savannah Harbor Resort Loan
($30 million - 1.8%), which is secured by a 403-room, 16-story
full service hotel located in Savannah, Georgia.  The loan is
interest only for its entire term.  Moody's LTV is 51.9%, compared
to 52.4% at last review and compared to 81% at securitization.

The second largest conduit loan is the Orchards Corporate Center
Loan ($28.3 million - 1.7%), which is secured by 216,416 square
foot office building complex located in Farmington Hills,
Michigan.  The Detroit area office market has suffered from a
decline in rent levels over the past several years.  Moody's LTV
is 98.8%, compared to 86.8% at last review and compared to 97.8%
at securitization.

The third largest conduit loan is the 228 Post Street Loan
s($26 million - 1.6%), which is secured by a 38,475 square foot
retail property located in San Francisco, California.  The loan is
interest only for its entire term.  Moody's LTV is 82%, compared
to 82.1% at last review and compared to 87.7% at securitization.


CWABS INC: Moody's Lowers Class M-2 Certificate Rating to B1
------------------------------------------------------------
Moody's Investors Service downgraded two certificates from a deal
issued by Countrywide Home Loans, Inc. in 2002.  The transaction
is backed by first-lien fixed-rate subprime mortgage loans.  The
master servicer on the transaction is Countrywide Home Loans
Servicing LP.

The two mezzanine classes from the transaction have been
downgraded because existing credit enhancement levels may be low
given the current projected losses on the underlying pool.  The
transaction has taken losses causing gradual erosion of the non
rated subordinate classes.  This is primarily due to a higher
severity of loss on liquidated loans in recent months.  The deal's
pool factor is less than 6% and current levels of credit
enhancement are low.

Moody's complete rating actions are:

Issuer: CWABS, Inc. Asset-Backed Certificates

Depositor: CWABS, Inc.

Downgrades:

-- Series 2002-BC1; Class M-1, downgraded to A3 from Aa2;
-- Series 2002-BC1; Class M-2, downgraded to B1 from A2.


CWMBS INC: Fitch Rates $1.556 Million Class B-4 Certificates at B
-----------------------------------------------------------------
Fitch rated CWMBS, Inc.'s Mortgage Pass-Through Certificates, CHL
Mortgage Pass-Through Trust 2007-15 as:

  -- $998,993,825 classes 1-A-1 through 1-A-30, 1-X, 2-A-1
     through 2-A-10, 2-X, PO and A-R certificates (senior
     certificates) 'AAA';
  -- $21,278,700 class M certificates 'AA';
  -- $6,746,400 class B-1 certificates 'A';
  -- $4,151,700 class B-2 certificates 'BBB';
  -- $2,594,800 privately offered class B-3 certificates 'BB';
  -- $1,556,900 privately offered class B-4 certificates 'B';

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.05% Class M, the 0.65% Class B-1,
the 0.40% Class B-2, the 0.25% privately offered Class B-3, the
0.15% privately offered Class B-4 and the 0.25% privately offered
Class B-5.  Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A',
'BBB', 'BB', and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated RMS1-
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two separate loan groups. Both loan
groups will consist primarily of 30-year conventional, fixed rate
mortgage loans secured by first liens on one- to four family
residential properties totaling $1,037,917,101.  The loan groups
will be cross-collateralized for purposes of losses to the
subordinate certificates.

Group 1 consist of 775 loans.  As of the cut-off date, July 1,
2007, the mortgage pool balance is $471,357,182, with an
approximate weighted-average original loan-to-value ratio of
75.42%.  The weighted average FICO credit score is approximately
744.  Cash-out refinance loans represent 21.02% of the mortgage
pool and second homes 5.76%.  The states that represents the
largest portion of mortgage loans is California (31.34%), New
Jersey (6.04%) and Virginia (5.97%).  All other states represent
less than 5% of the pool as of the cut-off date.

Group 2 consist of 853 loans. As of the cut-off date, July 1,
2007, the mortgage pool balance is $518,917,101, with an
approximate OLTV of 74.91%.  The weighted average FICO credit
score is approximately 744.  Cash-out refinance loans represent
20.66% of the mortgage pool and second homes 6.25%.  The states
that represents the largest portion of mortgage loans are
California (33.76%), New York (5.29%) and Texas (5.12%).  All
other states represent less than 5% of the pool as of the cut-off
date.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Puts B Rating on $1.125 Million Class B-4 Certs.
-----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s Mortgage Pass-Through Certificates, CHL
Mortgage Pass-Through Trust 2007-14 as:

  -- $727,499,918 classes A-1 through A-23, PO and A-R
     certificates (senior certificates) 'AAA';
  -- $12,375,000 class M certificates 'AA';
  -- $4,125,000 class B-1 certificates 'A';
  -- $2,250,000 class B-2 certificates 'BBB';
  -- $1,500,000 privately offered class B-3 certificates 'BB';
  -- $1,125,000 privately offered class B-4 certificates 'B';

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.65% Class M, the 0.55% Class B-1,
the 0.30% Class B-2, the 0.20% privately offered Class B-3, the
0.15% privately offered Class B-4 and the 0.15% privately offered
Class B-5.  Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A',
'BBB', 'BB', and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated RMS1-
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists primarily of 30-year conventional,
fixed-rate mortgage loans totaling $684,478,276 as of the cut-off
date, July 1, 2007, secured by first liens on one-to-four family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average original loan-
to-value ratio of 73.06%.  The weighted average FICO credit score
is approximately 750.  Cash-out refinance loans represent 16.36%
of the mortgage pool and second homes 5.24%.  The states that
represents the largest portion of mortgage loans are California
(29.46%) and Virginia (6.27%).  All other states represent less
than 5% of the pool as of the cut-off date.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DAVID HOFFMAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: David P. Hoffman
        760 Freedom Crider Road
        Freedom, PA 15042

Bankruptcy Case No.: 07-24782

Chapter 11 Petition Date: July 30, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro, Corbett & Brungo, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


DEBORAH WILDES: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Deborah Wildes
        1111 Howard Hills Road
        Lafayette, CA 94549

Bankruptcy Case No.: 07-42370

Type of Business: The Debtor filed for Chapter 11 protection on
                  May 3, 2007 (Bankr. N.D. Calif. Case No.
                  07-41378).

Chapter 11 Petition Date: July 30, 2007

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Ruth Elin Auerbach, Esq.                  
                  711 Van Ness Avenue, Suite 440
                  San Francisco, CA 94102
                  Tel: (415) 673-0560
                  Fax: (415) 673-0562

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                          Claim Amount
   ------                          ------------
American Express                        $28,000
P.O. Box 297812
Fort Lauderdale, FL 33329-7812

GMAC                                     $5,306
P.O. Box 901009
Fort Worth, TX 76101-2009


DELUXE CORP: Stabilized Operating Trends Cue S&P's Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Deluxe Corp. to stable from negative. Ratings on the company,
including the 'BB-' corporate credit rating, were affirmed.
     
The outlook revision reflects stabilizing operating trends within
Deluxe's small business service and check printing segments, and
adequate flexibility in the company's financial profile to sustain
credit measures in line with the current rating over the
intermediate term.
      
"Deluxe's recent operating performance is reflective of
management's ability to execute its cost-saving initiatives in a
context of declining industry trends," said credit analyst Ariel
Silverberg.


DELTA AIR: Commences Distribution of 21 Million Common Shares
-------------------------------------------------------------
Delta Air Lines began distribution of approximately 21 million
shares of Delta common stock to holders of allowed general
unsecured claims against the company and certain of its
subsidiaries, as outlined in the Plan of Reorganization.

Delta and its subsidiaries emerged from Chapter 11 protection on
April 30, 2007, under the Plan of Reorganization.

After its emergence from Chapter 11, Delta distributed
approximately 247 million shares of Delta common stock according
to the company's Plan of Reorganization.  This initial
distribution included approximately 230 million shares issued to
Delta creditors and approximately 3 million shares to Comair
creditors.

Delta non-management non-contract employees also received
approximately 14 million shares pursuant to the Plan.

The current distribution of Delta common stock, for claims settled
after the initial distribution, includes approximately 18 million
shares for delivery to Delta unsecured creditors and approximately
3 million shares for delivery to Comair unsecured creditors.

Once the current distribution is completed, Delta will have
distributed approximately 268 million shares to holders of allowed
and deemed general unsecured claims and non-management  
non-contract employees.  Under the Plan, Delta will make a total
distribution of 400 million shares.

With this distribution, holders of allowed general unsecured
claims will have received common shares of the company to
partially satisfy claims valued at approximately
$11.4 billion.

The company currently estimates its total unsecured claim
exposure, including those that have been partially satisfied, to
be approximately $15 billion.  The company currently holds
approximately 132 million shares of Delta common stock in reserve
to satisfy the remaining disputed unsecured claims, with
approximately 111 million shares held in reserve for Delta
disputed unsecured claims and approximately 21 million shares held
in reserve for Comair disputed unsecured claims.

Distributions of additional Delta common stock will take place
periodically as remaining claims disputes are resolved. To the
extent that disputed claims become disallowed claims, shares of
Delta common stock reserved for holders of those claims eventually
will be distributed pro rata to holders of allowed general
unsecured claims.

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- offers daily flights to 502 destinations  
in 88 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  The company and
18 affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  

The Debtors filed a Chapter 11 Plan of Reorganization accompanied
by a disclosure statement explaining that Plan on Dec. 19, 2007.  
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Disclosure
Statement explaining the Debtors' Plan.  The Plan was confirmed on
April 25, 2007.

                         *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Fitch Ratings has initiated coverage of Delta Air Lines Inc.
with the assignment of these debt ratings: issuer default rating
'B'; First-lien senior secured credit facilities 'BB/RR1'; and
Second-lien secured credit facility (Term Loan B) 'B/RR4'

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.


DEUTSCHE ALT-A: Moody's Puts Ba2 Certificate Ratings Under Review
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of six tranches from four separate
transactions issued by Deutsche Alt-A Securities Inc. Mortgage
Loan Trust in 2006.  The collateral backing these classes consists
of primarily first-lien, fixed and adjustable-rate, Alt-A mortgage
loans.

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

Complete rating actions are:

Issuer: Deutsche Alt-A Securities Inc. Mortgage Loan Trust

-- Series 2006-AR3, Class M-8, current rating Baa2, under review
    for possible downgrade

-- Series 2006-AR3, Class M-9, current rating Baa3, under review
    for possible downgrade

-- Series 2006-AR4, Class M-8, current rating Ba2, under review
    for possible downgrade

-- Series 2006-AR5, Class I-M-10, current rating Ba2, under
    review for possible downgrade

-- Series 2006-AR6, Class M-9, current rating Baa3, under review
    for possible downgrade

-- Series 2006-AR6, Class M-10, current rating Ba2, under review
    for possible downgrade


DEXTER EXUM: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Dexter T. Exum
        3 Stoneridge Court
        Muttontown, NY 11791

Bankruptcy Case No.: 07-72866

Type of Business: The Debtor filed for Chapter 11 protection on
                  April 23, 2007 (E.D. N.Y. Case No. 07-71407).

Chapter 11 Petition Date: July 30, 2007

Court: Eastern District of New York (Central Islip)

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


DORAL FINANCIAL: Fitch Removes All Ratings from Negative Watch
--------------------------------------------------------------
Fitch Ratings has affirmed and removed all of Doral Financial
Corporation's ratings from rating watch negative.  DRL's Rating
outlook is positive.  Fitch currently rates DRL's long-term Issuer
Default Rating 'CCC'.  The support rating floor for DRL and its
principal subsidiary remains unchanged at 'No Floor'.  

DRL's Positive Rating Outlook is driven by the closing of the
equity sale and the payment of a significant impending debt
maturity.  On July 19, DRL announced that it had received all
regulatory approvals and closed the equity sale of a 90% stake to
Bear Stearns Merchant Banking for $610 million.  In addition, DRL
announced that they have paid the impending $625 million debt
maturity.

The equity transaction has removed the immediate liquidity
pressure and potential imminent default.  However, immediate and
long-term concerns still exist, which include demonstrated success
of the business model, an ability to return to profitability,
rising non-performing assets that could cause credit costs to
rise, the currently weakened state of Puerto Rico's economy, and
DRL's reduced market position in Puerto Rico.  Fitch views that
with the recapitalization of the firm complete, DRL can now focus
entirely on improving the financial profile of the company.

Resolution of DRL's ratings will be driven by improved operating
metrics and satisfactory review of liquidity and capitalization
plans.

These ratings have a Positive Rating Outlook:

Doral Financial Corporation
  -- Long-term Issuer Default Rating 'CCC';
  -- Senior debt to 'CCC/RR4'';
  -- Preferred stock to 'C/RR6';
  -- Short-term Issuer Default Rating 'C';
  -- Support '5';
  -- Support Floor 'NF';
  -- Individual 'E'.

Doral Bank
  -- Long-term Issuer Default Rating 'B' ;
  -- Long-term deposits B+;
  -- Support '5';
  -- Support Floor 'NF';
  -- Individual 'D';
  -- Short-term Issuer 'B';
  -- Short-term deposit obligations 'B'.


FOOT LOCKER: Taps Lehman to Explore Strategic Options, WSJ Says
---------------------------------------------------------------
Foot Locker Inc. has retained Lehman Brothers Holdings Inc. to
advise it in strategic alternatives, including inquiries from
private-equity firms, The Wall Street Journal said on its Web site
yesterday.

The company, WSJ says, plans to reduce its U.S. inventory, close
more U.S. stores than expected and increase its presence in
Europe.

"Having taken a closer look, we realize it's something we should
do now to enhance our business," a company spokesman was cited
by WSJ as saying.

                        Failed Genesco Bid

In June 2007, in light of Genesco Inc.'s rejection of its
acquisition proposal, Foot Locker disclosed that it was no longer
pursuing its proposal.

The company confirmed that it had made a proposal to Genesco to
acquire all of the outstanding common stock of Genesco for
$51 per share.

In consultation with its financial advisor, Goldman Sachs & Co.,
the Board of Directors of Genesco considered the proposal and,
following a thorough review, unanimously rejected the proposal
having concluded that it was not in the best interests of
Genesco's shareholders.

The Board of Directors of Genesco invited Foot Locker to
participate in the company's process on the same terms as other
interested parties to date, but Foot Locker has declined to do so.

                         S&P Takes Action

The failed Genesco Bid prompted Standard & Poor's Ratings Services
to retain its negative creditwatch on Foot Locker's ratings
including the company's 'BB+' corporate credit rating.

"The CreditWatch listing continues to reflect Standard & Poor's
concern that the range of matters for which Evercore Partners was
hired in 2006 could include shareholder-friendly initiatives that
could potentially weaken protection measures for bondholders if
there are changes in the company's financial policy," said
Standard & Poor's credit analyst David Kuntz.

                         About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE:GCO)
-- http://www.genesco.com/-- retails branded footwear, licensed  
and branded headwear, and wholesaler of branded footwear.  As of
June 9, 2006, it operated a total of 1,773 stores: 1,755 stores
throughout the United States and Puerto Rico, and 18 stores in
Canada.

                         About Foot Locker
     
Headquartered in New York City, Foot Locker, Inc. (NYSE: FL) --
http://www.footlocker-inc.com/-- retails athletic footwear and
apparel.  The company operates approximately 3,900 athletic retail
stores in 17 countries in North America, The Netherlands and
Australia under the brand names Foot Locker, Footaction, Lady Foot
Locker, Kids Foot Locker, and Champs Sports.


FRIENDLY ICE: Commences $175 Mil. Exchange Offer of 8-3/8% Notes
----------------------------------------------------------------
Friendly Ice Cream Corporation is offering to purchase for  
cash any and all of its outstanding $175,000,000 aggregate
principal amount of 8-3/8% Senior Notes due 2012, on the terms and
subject to the conditions set forth in the Offer to Purchase and
Solicitation Statement dated July 26, 2007, and the accompanying  
Consent and Letter of Transmittal.

The company is also soliciting consents from holders of the Notes
for certain amendments that would eliminate substantially all of
the restrictive covenants and certain events of default contained
in the indenture under which the Notes were issued.  

Adoption of the proposed amendments requires the consent of
holders of at least a majority of the aggregate principal amount
of the Notes outstanding.

On June 17, 2007, the company entered into an Agreement and Plan
of Merger by and among the company, Freeze Operations Holding
Corp. and Freeze Operations, Inc., a wholly owned subsidiary of
Parent, pursuant to which, subject to the satisfaction or waiver
of the conditions therein, Merger Sub will merge with and into the
company, with the company continuing as the surviving corporation
of the Merger.

The completion of the Offer and Solicitation is not a condition to
the consummation of the Merger.

The Solicitation will expire at 5:00 p.m., New York City time, on
August 8, 2007, unless earlier extended or terminated.

The Offer will expire at 12:00 midnight, New York City time, on
Aug. 22, 2007, unless extended or earlier terminated.

The total consideration to be paid for each $1,000 in principal
amount of Notes validly tendered and accepted for purchase,
subject to the terms and conditions of the Offer Documents will be
paid in cash and will be calculated based on a fixed spread
pricing formula.  The total consideration will be determined on
the tenth business day prior to the Expiration Time based, in
part, upon a fixed spread of 50 basis points over the yield on the  
4.875% U.S. Treasury Note due May 31, 2008.  The total
consideration includes a consent payment equal to $30 per $1,000
in principal amount of Notes.

Holders who validly tender their Notes on or prior to the Consent
Date will be eligible to receive the total consideration.  Holders
who validly tender their Notes after the Consent Date, but on or
prior to the Expiration Time, will be eligible to receive the
total consideration less the Consent Payment.  In either case, all
Holders who validly tender their Notes will receive accrued and
unpaid interest up to, but not including, the date of settlement.

Holders who tender their Notes must consent to the proposed
amendments.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Consent Date.

The company's Offer and Solicitation are conditioned on:

   -- the closing of the Merger shall have occurred;
   -- the company shall have received valid consents from holders
      of a majority of the aggregate principal amount of the
      Notes; and
   -- a supplemental indenture which implements the proposed
      amendments in respect of the Notes upon receipt of the
      consents required for those amendments shall have been
      executed and delivered.

The company has retained Barclays Capital Inc. to act as sole
Dealer Manager for the Offer and as the Solicitation Agent for the
Solicitation. Barclays Capital Inc. can be contacted at (212) 412-
4072 (collect) or (866) 307-8991 (toll-free).

Georgeson Inc. is the Information Agent and can be contacted at
(888) 605-7583 (toll-free).  Copies of the Offer Documents and  
other related documents may be obtained from the Information
Agent.

              About Friendly Ice Cream Corporation

Friendly Ice Cream Corporation -- http://www.friendlys.com/--
(AMEX: FRN) is a vertically integrated restaurant company serving
signature sandwiches, entrees and ice cream desserts in a
friendly, family environment in 515 company and franchised
restaurants throughout the Northeast United States.  The company
also manufactures ice cream, which is distributed through more
than 4,000 supermarkets and other retail locations.  With a 72-
year operating history, Friendly's enjoys strong brand recognition
and is currently remodeling its restaurants and introducing new
products to grow its customer base.

                          *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services said that its ratings,
including the 'B-' corporate credit rating, Friendly Ice Cream
Corp. remain on CreditWatch with developing implications.


GOLDEN NUGGET: Moody's Reviews Ratings and May Downgrade
--------------------------------------------------------
Moody's Investors Service revised the probability of default
rating for Landry's Restaurants Inc. to B2/LD from B2, reflecting
the default on the company's bonds and maintaining the review for
possible downgrade of all ratings of Landry's and The Golden
Nugget Resort and Casino.  

Golden Nugget ratings are;

-- Corporate family rating, B2

-- Probability of default rating, B2

-- $50 million guaranteed 1st lien revolving credit facility due
    2013, B1/ 32%/LGD-3

-- $210 million guaranteed 1st lien term loan due 2014, B1/
    32%/LGD-3

-- $120 million guaranteed 1st lien delayed-draw term loan due
    2014, rated B1/ 32%/LGD-3

-- $165 million guaranteed 2nd lien term loan due 2014, rated
    Caa1/ 82%/LGD-5

Golden Nugget rating withdrawn are;

-- $155 million, 8.75% senior secured 2nd lien, notes due
    Dec. 1, 2011, B3

All ratings for Landry's and Golden Nugget remain under review for
possible downgrade.

The revised B2/LD PDR for Landry's is due to the company receiving
written notice from the trustee under the bond indenture for the
company's $400 million senior unsecured notes declaring the unpaid
principle of, premium if any, and accrued and unpaid interest on,
all the notes outstanding to be due and payable immediately
pursuant to the indenture due to the company's failure to file its
form 10-K in a timely manor, resulting in a default under the
indenture.  As a result of the noteholders acceleration, Landry's
is not in compliance with the terms of its bank credit facility.

Landry's bank loan facility LGD assessments have improved from
LGD2 to LGD 1 due to the lower outstanding balances and because
further draw downs from the revolving facility would require
lender consent.

The review for possible downgrade reflects the uncertainty
regarding the company's ability to successfully address the
noteholders request for full payment of principle and accrued
interest as requested by the trustee, its success in seeking a
waiver from its current bank group regarding the acceleration of
the notes, and its inability to provide audited and reviewed
financial statements to the SEC, its bank group, and bondholders
in a timely manner.

In addition, in the event Landry's and Golden Nugget are unable to
file financial statements and become current on their filings by
the end of August 2007, Moody's will withdraw all ratings for both
Landry's and Golden Nugget due to the lack of adequate information
to maintain its ratings.

Golden Nugget Inc, a wholly owned unrestricted subsidiary of
Landry's Restaurants Inc., headquartered in Las Vegas Nevada, owns
and operates the Golden Nugget hotel, casino, and entertainment
resorts in downtown Las Vegas and Laughlin, Nevada. For the year
ended Dec. 31, 2006, the company reported unaudited revenues and
operating income of about $259 million and $36.5 million,
respectively.


GOODYEAR TIRE: Workers' Union Approves Deal With Carlyle Group
--------------------------------------------------------------
The union representing workers at Goodyear Tire & Rubber Co.'s
engineered-products division said it ratified a contract with the
Carlyle Group, resolving outstanding issues the union cited last
week, Terry Kosdrosky writes for The Wall Street Journal.

According to the report, the outstanding issues include the
creation of a secure trust for retiree health care separate from
the one at Goodyear as well as an extension of the cost of living
adjustment to 2012.

Goodyear said in March 2007 that it is selling substantially all
of its engineered products business to EPD Inc., an entity
sponsored by Carlyle Group, for $1.475 billion.

The sale is expected to close in the third quarter, WSJ says.

The company anticipates using the proceeds for purposes including
reducing debt, addressing legacy obligations and supporting
business growth.

                      About The Carlyle Group

The Carlyle Group is one of the world's largest private equity
firms with $54.5 billion under management, investments in more
than 185 companies and 750 employees in 16 countries. In the
aggregate, Carlyle portfolio companies have more than $68 billion
in revenue and employ more than 200,000 people around the world.

                          About Goodyear

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.


GRANT PRIDECO: 2007 Second Quarter Net Income Up by 28%
-------------------------------------------------------
Grant Prideco Inc.'s 2007 second quarter net income increased 28%
to $135 million on a 21% increase in revenues to $522.2 million.  
These results compare to net income of $105.6 million on revenues
of $431.8 million in last year's second quarter.

“We are pleased to announce another record quarter for Grant
Prideco.  A recovery in our Tubular Technologies and Services
segment drove this quarter's sequential improvement, complemented
by continued strong performance by our Drilling Products and
Services and ReedHycalog segments, the latter despite a larger
than expected drop in the Canadian market,” commented Michael
McShane, Chairman, President, and CEO of Grant Prideco.

“Our Drilling Products and Services segment continued its
impressive results with revenues increasing 32% over the same
period of the prior year.  Our ReedHycalog segment benefited from
the acquisition of Andergauge and increased international drilling
activity.  While our Tubular Technology and Services segment
experienced a reduction in year-over-year quarterly revenues due
to softening tubular markets, revenues in this segment increased
30% from the first quarter.”

             Operating Income Margins Increase

Consolidated revenues increased by $90.4 million, or 21%, compared
to last year's second quarter, as worldwide drilling activity
increased by 3%.  Consolidated operating income margins increased
to 32.3% from 30.1% for the same prior-year period as a result of
higher activity levels and improved pricing.

                       Other Items

Interest expense increased by $0.5 million compared to last year's
second quarter reflecting prior year borrowings to fund the
Andergauge acquisition.  Equity income from the Company's
investment in Voest-Alpine Tubulars decreased $7.3 million
primarily due to the timing of order deliveries.

The company's effective tax rate was 29.3% for the second quarter
of 2007 down from 32.7% in last year's second quarter.  The
reduction in the tax rate is primarily related to a lower tax rate
for our Chinese operations and a $1.6 million benefit related to
the reversal of a contingent tax liability in the second quarter
2007.  For fiscal 2007, the company expects its effective tax rate
to be in the range of 29% — 30%.

                     Corporate and Other

Corporate and other operating loss for the second quarter of 2007
decreased by $3.4 million year-over-year, mostly due to
improvement in the company's IntelliServ division.  Corporate
costs decreased slightly due to lower incentive costs.

                          Outlook

“While Canadian drilling activity continues to be softer than
expected,” commented Michael McShane, “we expect continued
earnings growth in each of our three operating segments during the
second half of the fiscal year.  This will be partially offset by
lower equity income from our VAT joint venture as it shuts down
for its summer maintenance period.  In total, we are increasing
our earlier 2007 earnings guidance to between $4.20 and $4.25 per
share, excluding unusual items.”

The company reported total assets of $2.2 billion, total
liabilities of $613.7 million, and total stockholders' equity of
$1.6 billion as of June 30, 2007.

                     About Grant Prideco

Headquartered in Houston, Texas, Grant Prideco Inc. (NYSE: GRP) --
http://www.grantprideco.com/-- is the world leader in drill stem   
technology development and drill pipe manufacturing, sales and
service; a global leader in drill bit and specialty tools,
manufacturing, sales and service; and a leading provider of high-
performance engineered connections and premium tubular products
and services.

                       *     *     *

As of July 31, 2007, the company holds Moody's Ba1 long-term
corporate family rating, senior unsecured debt rating, and
probability of default rating.  The outlook is stable.

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


GVI SECURITY: Enters Into New Strategic Partnership with Samsung
----------------------------------------------------------------
GVI Security Solutions Inc. signed last week a new strategic
partnership agreement with Samsung Electronics.
"Following a series of top level management meetings with senior
Samsung Electronics executives at their Seoul, South Korea
headquarters last week, we have reached a milestone agreement to
expand and solidify our strategic partnership," stated GVI chief
executive officer Steven Walin.  "We have targeted the most
rapidly growing product and market segments and launched a program
with Samsung to drive sales and profit growth by focusing on high
margin, high technology products that Samsung has committed
substantial resources to deliver."

The expanded GVI Samsung strategic partnership provides for:

-- Specialized product programs for GVI's strongest markets which
    constitute the largest and fastest growing vertical segments   
    of the CCTV Video Security market including Banking, Retail,
    Government, Commercial and Education which collectively make-    
    up over two-thirds of the entire market.

-- Increased product shipments to meet rapidly expanding sales.

-- Segment specific product development to target market
    opportunities growing at rates substantially exceeding the
    overall 10% compound annual growth rate in the $2 Billion
    Americas CCTV Video Security market.

-- GVI to provide product design and technical specifications.

-- Close co-ordination of all aspects of product cycle.
    
"This agreement provides more than just the benefits of a
strategic design partnership, it also sets in place a significant
shift in our fundamental business relationship with Samsung
following our rapid turnaround to profitability," stated GVI chief
financial officer Joe Restivo.  "This time last year, we were
struggling to rebuild the resources and agreements necessary to
ensure minimal product availability.  Now, we have put in place a
robust new strategic partnership agreement that provides all the
key elements to rapidly expand our sales and profitability."

The company said that as a result of its rapidly growing market
leadership, GVI will be taking a major role as the leading
international technical design partner for Samsung, spearheading
the development of an extensive range of new products designed to
capture an outsized share of the CCTV video security market.

                   About GVI Security Solutions

Headquartered in Carollton, Texas, GVI Security Solutions Inc.
(OTC BB: GVSS) -- http://www.gviss.com/-- is a global provider of   
video surveillance security solutions to the homeland security,
institutional and commercial market segments.

                       Going Concern Doubt

Weinberg & Company P.A., in Los Angeles, expressed substantial
doubt about GVI Security Solutions Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses and negative cash flows
from operating activities, which have resulted in a negative
working capital and a stockholders' equity deficiency.


HAIGHTS CROSS: Unit Extends 11.75% Sr. Notes Consent Solicitation
-----------------------------------------------------------------
Haights Cross Operating Company, a wholly owned subsidiary of
Haights Cross Communications Inc., has extended its consent
solicitation with respect to its 11.75% Senior Notes Due 2001.  
The Senior Notes Consent Solicitation was launched July 18, 2007,
and was scheduled to expire at 5:00 p.m. on July 30, 2007.

The Senior Notes Consent Solicitation expiration date was extended
until 5:00 p.m., EDT, tomorrow, Aug. 2, 2007, unless further
extended or the consent solicitation is terminated by HCOC.

Additionally, Haights Cross Communications Inc. obtained the
requisite consents with respect to its 12.50% Senior Discount
Notes due 2011.  The consent solicitation was launched on July 18,
2007, and expired at 5:00 p.m. on July 30, 2007.

Based in White Plains, New York, Haights Cross Communications Inc.
-- http://www.haightscross.com/-- is an educational and library  
publisher dedicated to creating the finest books, audio products,
periodicals, software and online services, serving the markets: K-
12 supplemental education, public library and school publishing,
audio books, and medical continuing education publishing.  Haights
Cross was founded in 1997, companies include: Sundance/Newbridge
Educational Publishing, Triumph Learning, Buckle Down Publishing,
Options Publishing, Recorded Books, and Oakstone Publishing.

                        *     *     *

As reported in the Troubled Company Reporter on June 8, 2007,
Standard & Poor's Ratings Services placed its ratings on Haights
Cross Communications Inc., including the 'CCC+' corporate credit
rating, and ratings on subsidiary Haights Cross Operating Co. on
CreditWatch with negative implications, based on Standard & Poor's
concern about HCC's recent receipt of a notice of default from the
trustee of certain of its unsecured debt issues based on its
delinquency in filing financial statements.


HINES HORTICULTURE: Gets Nasdaq Notice for Auditing Incompliance
----------------------------------------------------------------
Hines Horticulture, Inc. received a letter from Nasdaq, stating
that Hines was not in compliance with Nasdaq's audit committee
requirements as set forth in Nasdaq Marketplace Rule 4350, which
requires in part that every Nasdaq-listed company have an audit
committee of at least three members who are each independent under
applicable Nasdaq rules.  As expected, Nasdaq provided the company
with a cure period in order to regain compliance until the earlier
of the next annual stockholders meeting or July 17, 2008, or if
the next stockholders meeting occurs before Jan. 14, 2008, until
Jan. 14, 2008.

Hines Horticulture previously announced on July 19, 2007 that
James R. Tennant, a director and member of Hines' audit committee,
was appointed Chief Executive Officer and President of Hines on
July 17, 2007.

As a result of the appointment, Mr. Tennant is no longer
considered independent under Nasdaq Marketplace Rule 4200.  
Therefore, on July 19, 2007, Hines notified the Nasdaq Stock
Market that it was not in compliance with Nasdaq Marketplace Rule
4350(d)(2)(A) as a result of Mr. Tennant's departure from the
audit committee in connection with his appointment as Hines' Chief
Executive Officer and President.

                   About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture Inc.
(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates   
commercial nurseries in North America, producing a broad
assortment of container grown plants.  Hines Horticulture sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.

                        *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Standard & Poor's Ratings Services lowered its ratings on Irvine,
California-based Hines Horticulture Inc., including its corporate
credit rating to 'CCC+' from 'B-'.  The outlook is developing.


INCYTE CORP: June 30 Balance Sheet Upside-Down by $119.6 Million
----------------------------------------------------------------
Incyte Corporation reported total assets of $308.8 million, total
liabilities of $428.4 million, and total stockholders' deficit of
$119.6 million as of June 30, 2007.

As of June 30, 2007, cash, short-term and long-term marketable
securities totaled $289.8 million, compared to $329.8 million as
of Dec. 31, 2006.  During the six months ended June 30, 2007,
Incyte used $43 million in cash and marketable securities,
excluding a $3 million milestone payment received from Incyte's
collaborative research and license agreement with Pfizer.

Cash use guidance of $88 million to $95 million for 2007 remains
unchanged.  This guidance excludes the in-license or purchase of
products, and any milestones received from our collaboration with
Pfizer.

                        Operating Results

Total revenues for the quarter ended June 30, 2007, were
$10.6 million as compared to $6.9 million for the same period in
2006.  Revenues for the six months ended June 30, 2007, were
$18 million, as compared to $13.3 million for the same period in
2006.  The increase was primarily the result of the $3 million
milestone payment received from Pfizer.  As a result, the company
is increasing its 2007 revenue guidance from a range of
$22 million to $25 million to a range of $29 to $31 million.

The net loss for the quarter ended June 30, 2007, was
$18.4 million, as compared to $20.5 million, for the same period
in 2006, which included a $1.3 million charge for the write-down
of a strategic investment, and a $3.4 million charge related to
the settlement of litigation.

The net loss for the six months ended June 30, 2007, was
$40.6 million, as compared to $37.8 million for the same period in
2006, which included a $5.5 million gain from the sale of a
portion of a strategic investment.

Research and development expenses for the quarter ended June 30,
2007, were $23.3 million as compared to $19.7 million for the same
period last year.  Research and development expenses for the six
months ended June 30, 2007, were $47.2 million, as compared to
$44.5 million for the same period last year.

Selling, general and administrative expenses for the quarter and
the six months ended June 30, 2007, were $3.5 million and
$7.2 million, respectively, as compared to $3.4 million and
$7.3 million, respectively, for the same periods in 2006.

Paul A. Friedman, Incyte's president and chief executive officer
stated, "We're seeing quite encouraging early clinical data in our
lead programs including our CCR5 antagonist for HIV, our sheddase
inhibitor for the treatment of solid tumors and our newly
announced JAK inhibitor program for inflammation and certain
cancers.  We continue to expect top-line results from several
Phase IIa proof-of-concept studies over the next several months
which should provide further evidence of the potential value of
our pipeline."

                           About Incyte

Based in Wilmington, Delaware, Incyte Corporation (Nasdaq: INCY)
-- http://www.incyte.com/-- is a drug discovery and development   
company with a growing pipeline of oral compounds to treat HIV,
inflammation, cancer and diabetes.


INCYTE CORP: Posts $18.4 Mil. Net Loss in Quarter Ended June 30
---------------------------------------------------------------   
Incyte Corporation reported a net loss of $18.4 million for the
quarter ended June 30, 2007, as compared to $20.5 million for the
same period in 2006, which included a $1.3 million charge for the
write-down of a strategic investment, and a $3.4 million charge
related to the settlement of litigation.

The net loss for the six months ended June 30, 2007, was
$40.6 million as compared to $37.8 million for the same period in
2006, which included a $5.5 million gain from the sale of a
portion of a strategic investment.

Included in the net loss for the quarter and the six months ended
June 30, 2007 was $2.6 million and $4.8 million, respectively, of
non-cash expense related to the impact of expensing share-based
payments, including employee stock options, as compared to
$2.3 million and $4.6 million, respectively, for the same periods
in 2006.

Total revenues for the quarter ended June 30, 2007, were
$10.6 million as compared to $6.9 million for the same period in
2006.  Revenues for the six months ended June 30, 2007 were
$18 million, as compared to $13.3 million for the same period in
2006.

As of June 30, 2007, cash, short-term and long-term marketable
securities totaled $289.8 million, compared to $329.8 million as
of Dec. 31, 2006.  During the six months ended June 30, 2007,
Incyte used $43 million in cash and marketable securities,
excluding a $3 million milestone payment received from Incyte's
collaborative research and license agreement with Pfizer.

Research and development expenses for the quarter ended June 30,
2007 were $23.3 million as compared to $19.7 million for the same
period last year.  Research and development expenses for the six
months ended June 30, 2007, were $47.2 million, as compared to
$44.5 million for the same period last year.

Included in the research and development expenses for the quarter
and the six months ended June 30, 2007, was $1.8 million and
$3.3 million of non-cash expense related to the impact of
expensing share-based payments, including employee stock options,
as compared to $1.4 million and $2.9 million for the same periods
in 2006.

At June 30, 2007, the company's balance sheet showed total assets
of $308.8 million and total liabilities of $428.4 million,
resulting to a shareholders' deficit of $119.6 million

                     About Incyte Corporation

Based in Wilmington, Delaware, Incyte Corporation (Nasdaq: INCY)
-- http://www.incyte.com/-- is a drug discovery and development   
company with a growing pipeline of oral compounds to treat HIV,
inflammation, cancer and diabetes.


                          *     *     *

As of July 31, 2007, the company holds Standard & Poor's "B" long-
term foreign and local issuer credit ratings.  The outlook is
stable.


ION MEDIA: Offer & Consent Solicitation Get High Acceptance Level
-----------------------------------------------------------------
ION Media Networks Inc. has accepted all shares that were tendered
in the Exchange Offer for all shares of:

   a) 13-1/4% Cumulative Junior Exchangeable Preferred Stock; and

   b) 9-3/4% Series A Convertible Preferred Stock.

The exchange offer consisted of 51,602.89387 shares, representing
90.6% of the outstanding shares, of 14-1/4% Preferred Stock and
15,956.64158 shares, representing 95.6% of the outstanding shares,
of 9-3/4% Preferred Stock.

The exchange offer and consent solicitation that the company
launched on June 8, 2007, expired at 12:00 midnight, New York City
time, at the end of the day on Friday, July 27, 2007.

Promptly after the expiration of the Exchange Offer, the company
will issue $458,826,591 aggregate principal amount of 11% Series A
Mandatorily Convertible Senior Subordinated Notes due 2013 and
$33,779,768 aggregate initial stated liquidation preference  
of 12% Series B Mandatorily Convertible Preferred Stock to holders
who tendered Senior Preferred Stock in the Exchange Offer.

The company also disclosed that holders of a majority of the total
voting power of its outstanding voting stock, acting by written
consent, have approved the proposed amendments to the terms of
each series of Senior Preferred Stock, which will become effective
20 calendar days after the company mails an Information Statement
on Schedule 14C to the holders of its outstanding voting stock.

                        About ION Media

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

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

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

                        *     *     *

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


ISLE OF CAPRI: Calls for Buyback of $200 Mil. 9% Senior Sub. Notes
------------------------------------------------------------------
Isle of Capri Casinos Inc. has called for mandatory redemption of
all $200 million principal amount of its 9% Senior Subordinated
Notes due 2012, at a redemption price of 104.50% plus accrued and
unpaid interest to the redemption date.  The redemption date is
Aug. 29, 2007.

The redemption price will be drawn from the company's new senior
secured credit facility, entered into on July 26, 2007.

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.


KRISPY KREME: Weak Operating Profit Cues Moody's Caa1 CFR
---------------------------------------------------------
Moody's Investors Service assigned a first-time corporate family
rating of Caa1 to Krispy Kreme Doughnuts Corp. and a B3(LGD2,18%)
rating to its $160 million senior secured credit facilities, which
consist of a $110 million term loan due 2014 and a $50 million
revolving facility due 2013.  The outlook is stable.

Moody's concurrently assigned a speculative grade liquidity rating
of SGL-3 and probability of default rating of Caa3 to Krispy
Kreme.  The company used the proceeds primarily to refinance its
existing debt and related transaction fees and expenses.

"The Caa1 corporate family rating reflects Krispy Kreme's very
weak operating profit stemming from continued declining revenues
and escalating cost pressure, limited scale and product offering
and also the event risk related to Krispy Kreme's legacy
litigation and government investigation issues," says the rating
agency.

Moody's says Krispy Kreme's internal control system also remains a
concern given the ten outstanding Sarbanes-Oxley section 404
material weaknesses and the company's recent history of
restatement and delayed filings.  However the ratings also
incorporate the company's strong brand recognition and modest
geographic diversification.

The SGL-3 rating reflects adequate liquidity, supported by about
$30 million cash on the balance sheet as of April 29, 2007, and
projected marginally positive free cash flow that will be
sufficient to cover working capital fluctuations, capital
expenditures, term loan amortization, and other internal
investments over the next twelve months.  Nevertheless, the rating
also recognizes the company's weakening covenant cushion resulting
from its continuing trend of weak cash flow generation.

The stable outlook reflects Moody's expectation that Krispy Kreme
will decisively manage its restructuring program in an effort to
improve debt protection metrics, actively enhance its internal
control system, and minimize any potential deterioration in
liquidity.

The ratings for the senior secured credit facilities reflect both
the overall probability of default of the company, to which
Moody's has assigned a PDR of Caa3, and a loss given default of
LGD2.  The B3 assigned to the secured credit facilities is one
notch higher than the Caa1 corporate family rating reflecting the
expectation of substantial recovery with collateral excess in a
distress scenario.  The B3 rating of the credit facilities also
reflects the first-lien security on substantially all property and
assets including a stock pledge of domestic subsidiaries in
addition to full guarantees of the same entities and a
considerable amount of junior debt and other unsecured obligations
such as leases and guaranteed debt in the capital structure.

Theses ratings are assigned:

Krispy Kreme Doughnut Corporation --

-- Corporate Family Rating -- Caa1

-- Probability of Default Rating -- Caa3

-- $110 million senior secured bank credit facility due 2014 –
    B3

-- $50 million senior secured revolving bank credit facility due
    2013 -- B3

-- Speculative Grade Liquidity rating -- SGL-3

-- Rating outlook -- Stable

Kripsy Kreme Doughnut Corporation, headquartered in Winston-Salem,
NC., is a leading branded retailer and wholesaler of high-quality
doughnuts.  For the LTM period ended April 29, 2007, Krispy Kreme
generated net sales of $452.7 million.


LANDRY'S RESTAURANTS: Moody's Revises Prob. of Default Rating
-------------------------------------------------------------
Moody's Investors Service revised the probability of default
rating for Landry's Restaurants Inc. to B2/LD from B2, reflecting
the default on the company's bonds and maintaining the review for
possible downgrade of all ratings of Landry's and The Golden
Nugget Resort and Casino.  

The ratings for Landry are;

Landry's;

Rating changes are;

-- Probability of default rating, changed to B2/LD from B2

Current ratings are;

-- Corporate family rating, B2

-- Speculative grade liquidity rating, SGL-4

-- $150 million senior secured term loan B (about $38 million
    outstanding), due Dec. 28, 2010, Ba2 / 7% / LGD1 (previously
    14% / LGD2)

-- $300 million senior secured revolving credit facility (about
    $84 million outstanding), due Dec. 28, 2009, Ba2 / 7% / LGD1
    (previously 14% / LGD2)

-- $400 million, 7.5% senior unsecured global notes, due Dec.
    15, 2014, B3 / 70% / LGD5 (previously 77% / LGD5)

All ratings for Landry's and Golden Nugget remain under review for
possible downgrade.

The revised B2/LD PDR for Landry's is due to the company receiving
written notice from the trustee under the bond indenture for the
company's $400 million senior unsecured notes declaring the unpaid
principle of, premium if any, and accrued and unpaid interest on,
all the notes outstanding to be due and payable immediately
pursuant to the indenture due to the company's failure to file its
form 10-K in a timely manor, resulting in a default under the
indenture.  As a result of the noteholders acceleration, Landry's
is not in compliance with the terms of its bank credit facility.

Landry's bank loan facility LGD assessments have improved from
LGD2 to LGD 1 due to the lower outstanding balances and because
further draw downs from the revolving facility would require
lender consent.

The review for possible downgrade reflects the uncertainty
regarding the company's ability to successfully address the
noteholders request for full payment of principle and accrued
interest as requested by the trustee, its success in seeking a
waiver from its current bank group regarding the acceleration of
the notes, and its inability to provide audited and reviewed
financial statements to the SEC, its bank group, and bondholders
in a timely manner.

In addition, in the event Landry's and Golden Nugget are unable to
file financial statements and become current on their filings by
the end of August 2007, Moody's will withdraw all ratings for both
Landry's and Golden Nugget due to the lack of adequate information
to maintain its ratings.

Landry's Restaurants, Inc., headquartered in Houston, Texas, owns
and operates full service casual dining restaurants concepts
including Landry's Seafood House, Rainforest Cafe, The Crab House,
Charley's Crab, The Chart House, and Saltgrass Steak House.  In
addition, Landry's owns and operates the Golden Nugget Hotel and
Casino through a wholly-owned unrestricted subsidiary.  For the
year end Dec. 31, 2006, the company generated revenue of about
$869 million.


LEHMAN BROTHERS: Moody's Rates $3.8 Million Class B Certs. at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned ratings of Aaa through Ba1 to
thirteen classes of certificates of the Lehman Brothers Small
Balance Commercial Mortgage Pass-Through Certificates, Series
2007-2 transaction.

The securitized pool consists of conventional small business loans
originated primarily by Lehman Brothers Small Business Finance
division of Lehman Brothers Bank, a subsidiary of Lehman Brothers,
Inc.  A portion of the pool consists of small balance commercial
loans originated by GreenPoint Mortgage Funding, Inc.  

The complete rating actions are:

Issuer: Lehman Brothers Small Balance Commercial Mortgage Trust
2007-2

-- $31.840 million Class 1A1 Variable Rate Senior Certificates,
    rated Aaa

-- $53.554 million Class 1A2 Variable Rate Senior Certificates,
    rated Aaa

-- $48.545 million Class 1A3 Variable Rate Senior Certificates,
    rated Aaa

-- $35 million Class 1A4 Variable Rate Senior Certificates,
    rated Aaa

-- $87.322 million Class 2A1 Fixed Rate Senior Certificates,
    rated Aaa

-- $77.659 million Class 2A2 Variable Rate Senior Certificates,
    rated Aaa

-- $101.657 million Class 2A3 Fixed Rate Senior Certificates,
    rated Aaa

-- $16.271 million Class M1 Variable Rate Subordinate
    Certificates, rated Aa2

-- $15.020 million Class M2 Variable Rate Subordinate
    Certificates, rated A1

-- $12.517 million Class M3 Variable Rate Subordinate
    Certificates, rated A3

-- $11.264 million Class M4 Variable Rate Subordinate
    Certificates, rated Baa2

-- $6.259 million Class M5 Variable Rate Subordinate
    Certificates, rated Baa3

-- $3.755 million Class B Variable Rate Subordinate Certificates,
    rated Ba1

All of the loans will be serviced by SBF.

The ratings are based on the quality of the underlying loan pool,
consisting of loans to small businesses and investors secured by
first liens on commercial real estate; subordination (all classes
other than Class B) ranging from 13% to 1%; excess interest; a
reserve account funded at closing in the amount of 1% of the
initial pool balance; additional structural features; the
integrity of the transaction's legal structure; plus the strength
and experience of servicer SBF.

The notes were sold in privately negotiated transactions without
registration under the Securities Act of 1933.  The issuance has
been designed to permit resale under Rule 144A.


LEHMAN MORTGAGE: Fitch Assigns B Rating on Class 1B5 Certs.
-----------------------------------------------------------
Fitch rates Lehman Mortgage Trust $432.4 million mortgage pass-
through certificates, series 2007-7, as:

  -- $421.4 million classes 1-A1 through 1-A8, 2-A1 through 2-
     A10, 3-A1, AP1, AX1 and R (senior certificates) 'AAA.';
  -- $5.6 million class 1B1 'AA';
  -- $2.4 million class 1B2 'A';
  -- $1.7 million class 1B3 'BBB';
  -- $0.7 million class 1B4 'BB';
  -- $0.7 million class 1B5 'B'.

The 'AAA' rating on the Group 1 senior certificates reflects the
2.75% total credit enhancement provided by the 1.30% class 1B1,
the 0.55% class 1B2, the 0.40% class 1B3, the 0.15% class 1B4, the
0.15% class 1B5, and the non-rated, privately offered 0.20% class
1B6.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, the master servicing capabilities of
Aurora Loan Services LLC (rated 'RMS1-' by Fitch), and the primary
servicing capabilities of SunTrust Mortgage Inc., Aurora Loan
Services LLC, and National City Mortgage Co.

This transaction contains certain classes designated as
exchangeable certificates and others as offered certificates.  
Classes 1-A1, 1-A2, 2-A8, 2-A9, and 2-A10 are the exchangeable
certificates.  Classes 1-A4, 1-A5, 1-A6, 2-A4, 2-A5, 2-A6 and 2-A7
are the offered certificates.

All or a portion of certain classes of offered certificates may be
exchanged for a proportionate interest in the related exchangeable
certificates.  All or a portion of the exchangeable certificates
may also be exchanged for the related offered certificates in the
same manner.  This process may occur repeatedly.  The classes of
offered certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered certificates and exchangeable certificates in
any combination may be exchanged only in the proportions shown in
the governing documents.  Holders of exchangeable certificates
will be the beneficial owners of a proportionate interest in the
certificates in the related combination group and will receive a
proportionate share of the distributions on those certificates.

On each distribution date when exchangeable certificates are
outstanding, principal distributions from the applicable related
certificates are allocated to the related exchangeable
certificates that are entitled to principal.  The payment
characteristics of the classes of exchangeable certificates will
reflect the payment characteristics of their related classes of
regular certificates.

The Group 1 mortgage pool trust consists of 805 fixed-rate,
conventional, first lien residential mortgage loans, substantially
all of which have original terms to stated maturity 30 years.  As
of the cut-off date (July 1, 2007), the mortgages have an
aggregate principal balance of approximately $433,305,033.  The
mortgage pool has a weighted average original loan-to-value ratio
of 68.73%, a weighted average coupon of 6.347%, and a weighted
average remaining term to maturity of 348 months.


LINEAR TECHNOLOGY: July 1 Balance Sheet Upside-Down by $708 Mil.
----------------------------------------------------------------
Linear Technology Corporation reported total assets of
$1.2 billion, total liabilities of $1.9 billion, and total
stockholders' deficit of $708 million as of July 1, 2007.

Revenue for the fourth quarter of fiscal year 2007 increased 5.1%
to $268.1 million over third quarter revenues of $255 million and
decreased 8% or $24.8 million from $292.9 million in the fourth
quarter of fiscal year 2006.

Net income for the fourth quarter of fiscal year 2007 of
$95.7 million decreased $2.8 million or 2.9% from $98.6 million
reported in the third quarter and decreased $20 million or 17%
from $115.7 million in the fourth quarter of fiscal year 2006.

In April 2007, the company entered into a $3 billion accelerated
share repurchase transaction funded by $1.3 billion of the
company's own cash and $1.7 billion of convertible debt.  As a
result the company had both a decrease in interest income and an
increase in interest expense reducing pre tax income by
$19.5 million.  The company retired 72.2 million shares during the
fourth quarter of fiscal year 2007 and expects to retire an
additional 7.7 million shares during the first quarter of fiscal
year 2008.

                     Fiscal Year 2007 Results

Revenue for the year ended July 1, 2007, was $1.1 billion, a
decrease of 1% from revenue for the previous fiscal year.  Net
income in accordance with GAAP for fiscal year 2007 of
$411.7 million decreased $17 million or 4% from  $428.7 million
reported in the previous fiscal year.  Total cash dividends paid
during fiscal year 2007 of $192.4 million increased $38.6 million
or 25% over the prior fiscal year.

A cash dividend of $0.18 per share will be paid on Aug. 22, 2007,
to stockholders of record on Aug. 10, 2007.

According to Lothar Maier, chief executive officer, "The company
ended the year on a positive note with sequential quarterly
revenue growth of 5.1% and sequential earnings per share growth of
12.5%.  Moreover, orders placed on the Company increased during
the quarter and we had a positive book to bill ratio.  In
addition, we are encouraged by the financial markets' positive
reaction to the company's ASR discussed above and we feel that the
company is well positioned with its new capital structure.

Looking forward, although the summer or September quarter is
typically a slow quarter for industrial and communication
infrastructure businesses, this should be offset by growing
strength in consumer oriented businesses. In addition, our
earnings per share will have a full quarter positive impact from
the accelerated share repurchase because the increase in interest
expense and lower interest income will be more than offset by the
decrease in outstanding shares. Currently, we expect revenues in
the September quarter to increase 4% to 6% from the June quarter
and to have EPS increase more in the high end of this range."

                      About Linear Technology

Linear Technology Corporation (NasdaqGS: LLTC) --
http://www.linear.com/-- was founded in 1981 as a manufacturer of  
high performance linear integrated circuits.  Linear Technology
products include amplifiers, comparators, voltage references,
monolithic filters, linear regulators, DC-DC converters, battery
chargers, data converters, communications interface circuits, RF
signal conditioning circuits, and many other analog functions.


LIPPEL PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lippel Petroleum, Inc.
        525 Nesbit Street
        Punta Gorda, FL 33950

Bankruptcy Case No.: 07-06550

Chapter 11 Petition Date: July 27, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: W. Keith Fendrick, Esq.
                  Foley & Lardner LLP
                  100 North Tampa Street, Suite 2700
                  Tampa, FL 33602
                  Tel: (813) 229-2300
                  Fax: (813) 221-4210

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Evans Oil                      Fuel                       $690,617
3170 South Horseshoe Drive
Naples, FL 34104

Citicapital                    Tank Trucks                $312,876
P.O. Box 6229
Carol Stream, IL 60197-6229

Jacobus Energy Co.             Fuel                       $211,505
P.O. Box 88249
Milwaukee, WI 53288-0249

AEL Financial, LLC             Equipment & Software       $200,886

J.H. Williams Oil Co. Inc.     Fuel                       $132,063

U.S. Bancorp                   Trade Debt                 $123,195

JMP Solutions, Inc.            Trade Debt                  $68,695

Ford Credit                    Trade Debt                  $29,555

Berner Oil Co.                 Fuel                        $22,733

DM(2) Software                 Systems Installation         $7,679

Maassen Oil Co.                Oil                          $2,588

Larry E. Lippel                Employee Wages               $1,800

Kathie Keil                    Employee                     $1,513

Nadine Anthony                 Employee                     $1,154

Randy McCluer, II              Employee                       $859

Michael Montanaro              Employee                       $840

JoAnne Lippel                  Employee Wages                 $580

American Lease Plans, Inc.     Tank Wagon                  Unknown

Americo M. Taddeo              Employee                    Unknown

Bank of America                Credit Card Purchase        Unknown


M&MT PODEIA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: M & MT Podeia, Inc.
        111 Route 46 West
        Lodi, NJ 07644

Bankruptcy Case No.: 07-20546

Chapter 11 Petition Date: July 27, 2007

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Lawrence R. Pinck, Esq.
                  Pinck & Pinck
                  1066 Clifton Avenue
                  P.O. Box 3033
                  Clifton, NJ 07012
                  Tel: (973) 779-6799
                  Fax: (973) 779-0067

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


MASTR SECOND: Moody's Downgrades Class M-6 Certificate Rating
-------------------------------------------------------------
Moody's Investors Service confirmed two classes of certificates
and downgraded one class of certificates from a transaction issued
by MASTR Second Lien Trust 2005-1.  These actions are based on the
analysis of the credit enhancement provided by subordination,
overcollateralization and excess spread relative to the expected
loss.  The transaction is backed by subprime closed end second
lien loans.

Complete rating actions are:

Issuer: MASTR Second Lien Trust 2005-1

Confirm:

-- Class M-4, Current rating Baa1, Confirmed;
-- Class M-5, Current rating Baa2, Confirmed.

Downgrade:

-- Class M-6, Downgraded to Ba2 from Baa3.


MERRILL LYNCH: Moody's Junks Class B-4 Certificate Rating
---------------------------------------------------------
Moody's Investors Service upgraded two classes of certificates and
downgraded one class of certificates issued by a Merrill Lynch
Mortgage Investors Trust in 2004.

These actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The transaction is failing its
cumulative loss trigger and delinquency trigger, allowing the
transaction to pay sequentially.  The transaction is backed by
sub-prime second-liens, and has seen recent losses that have
exceeded the excess spread available thereby depleting the
overcollateralization.

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors Trust

Upgrade:

-- Series 2004-SL2, Class B-1, Upgraded to Aaa from Baa1;
-- Series 2004-SL2, Class B-2, Upgraded to Aa2 from Baa2.

Downgrade:

-- Series 2004-SL2, Class B-4, Downgraded to Caa2 from Ba2.


MERRILL LYNCH: Moody's Affirms Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 26 classes of
Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-
Through Certificates, Series 2005-CKI1 as:

-- Class A-1, $82,010,111, affirmed at Aaa
-- Class A-1A, $139,861,243, affirmed at Aaa
-- Class A-1D, $62,317,713, affirmed at Aaa
-- Class A-2, $96,600,000, affirmed at Aaa
-- Class A-2FL, $100,000,000, affirmed at Aaa
-- Class A-3, $44,677,000, affirmed at Aaa
-- Class A-4FL, $300,000,000, affirmed at Aaa
-- Class A-5, $50,000,000, affirmed at Aaa
-- Class A-6, $1,069,709,000 affirmed at Aaa
-- Class A-SB, $176,000,000, affirmed at Aaa
-- Class AM, $307,374,000, affirmed at Aaa
-- Class AJ, $234,372,000, affirmed at Aaa
-- Class X, Notional, affirmed at Aaa
-- Class B, $53,791,000, affirmed at Aa2
-- Class C, $26,895,000, affirmed at Aa3
-- Class D, $53,790,000, affirmed at A2
-- Class E, $30,738,000, affirmed at A3
-- Class F, $53,790,000, affirmed at Baa1
-- Class G, $30,738,000, affirmed at Baa2
-- Class H, $34,579,000, affirmed at Baa3
-- Class J, $7,685,000, affirmed at Ba1
-- Class K, $11,526,000, affirmed at Ba2
-- Class L, $11,527,000, affirmed at Ba3
-- Class M, $3,842,000, affirmed at B1
-- Class N, $7,684,000, affirmed at B2
-- Class P, $11,527,000, affirmed at B3

As of the July 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 1% to
$3.04 billion from $3.07 billion at securitization.  The
Certificates are collateralized by 171 loans, ranging in size from
less than 1% to 8.4% of the pool, with the top 10 loans
representing 39.8% of the pool.  The pool includes four shadow
rated loans, representing 9.9% of the pool.  No loans have
defeased.  The pool has not realized any losses since
securitization.  There are no loans in special servicing
currently.  Nine loans, representing 6.9% 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 89% and 80.9%, respectively, of the pool.
Moody's weighted average loan to value ratio for the conduit
component is 102.2%, compared to 102.6% at securitization,
resulting in an affirmation of all classes.

The largest shadow rated loan is the Glendale Galleria Loan
($150.2 million -- 4.9%), 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 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, respectively,
compared to 90% and 78% at securitization.  Moody's current shadow
rating is A3, compared to Baa2 at securitization.

The second largest shadow rated loan is the International Home
Furnishing Center Loan ($100 million -- 3.3%), which is secured by
the borrower's interest in the fee and leasehold interest in two
14-story furniture showroom buildings totaling 2.7 million square
feet located in High Point, North Carolina.  Moody's current
shadow rating is Aaa, the same as at securitization.

The third largest shadow rated loan is the Blue Cross Building
Loan ($30.8 million -- 1%), which is secured by two adjacent
office buildings totaling 517,244 square feet located in
Richardson, Texas.  The loan amortizes on a 300-month schedule.
Moody's current shadow rating is Baa1, the same as at
securitization.

The fourth largest shadow rated loan is the Plaza Loan
($20 million -- 0.7%), which is secured by the borrower's interest
in a 32-story, 171-unit residential co-op building located in Fort
Lee, New Jersey.  The loan is interest only for its entire term.
Moody's current shadow rating is Aaa, the same as at
securitization.

The top three conduit loans represent 17.9% of the pool.  The
largest conduit loan is the Galileo NXL Retail Portfolio and
Westminster City Center Loan ($255 million -- 8.4%), which is
secured by the fee and leasehold interests in a portfolio of 19
anchored community shopping centers totaling 3.5 million square
feet.  The properties are located across 14 states including
Colorado (18.4% of the allocated balance), Florida (16.1%) and
California (10.8%).  This loan is interest only for its entire
term. Moody's LTV is 95.6%, compared to 96.1% at securitization.

The second largest conduit loan is the Ashford Hotel Portfolio
Loan ($160.5 million -- 5.3%), which is secured by a portfolio of
10 cross-collateralized and cross-defaulted hotel properties
totaling1,703 guestrooms located across seven states including
Florida (41.8% of the allocated balance), California (14%) and
Minnesota (12.4%).  Moody's LTV is in excess of 100%, the same as
at securitization.

The third largest conduit loan is the Louisiana Boardwalk Loan
($128 million -- 4.2%), which is secured by a 544,175 square foot
retail lifestyle center located in Bossier, Louisiana.  The loan
is on the master servicer's watchlist because of litigation.
Moody's LTV is in excess of 100%, the same as at securitization.


MIRANT CORP: Court Authorizes Lori Bulhoes to Liquidate Claims
--------------------------------------------------------------
At Mirant Corporation's Disbursing Agent's behest, the United
States Bankruptcy Court for the Northern District of Texas
authorized Lori Bulhoes to liquidate Claim Nos. 5504 and 5514 in
any court of appropriate jurisdiction without further Court
order.

Craig H. Averch, Esq., at White & Case LLP, in Miami, Florida,
relates that Ms. Bulhoes filed a civil action in the Superior
Court of the State of California City and County of San
Francisco.  In the complaint, Ms. Bulhoes alleged to have
suffered personal injuries while working as an employee of a
contractor at Mirant California, LLC's generating facility
located in Pittsburgh, California.

Subsequently, Ms. Bulhoes filed Claim Nos. 5504 and 5514,
asserting an unsecured claim against, individually, Mirant
California and Mirant Corporation, each for $395,196, for her
alleged personal injuries.

The Debtors objected to the Claims, and sought to disallow them
for lack of substantation.  Ms. Bulhoes opposed the Objection.

Consequently, the Court advised Ms. Bulhoes to file a request
withdrawing the reference on the Claims, if the dispute is not
settled.  The Court also stated that any decision as to whether
the Complaint "substantiated the [Claims was] something that the
District Court neede[ed] to decide."

Despite the failure of parties to reach a settlement, Ms. Bulhoes
has not filed a request to withdraw the reference with respect to
liquidation of the Claims to the District Court for the Northern
District of Texas, nor did she ask the Court to lift the stay to
permit the State Litigation to go forward in the State Court.

Neither has Ms. Bulhoes taken any post-confirmation steps in the
State Court to liquidate the Claims.

If no action is taken by Ms. Bulhoes to liquidate her Claims by  
October 25, 2007, the Disbursing Agent may submit a certificate
of non-prosecution and a proposed order disallowing and expunging
the Claims from the claims registry, Judge Lynn says.

                        About Mirant Corp.

Based in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on
July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the
terms of a confirmed Second Amended Plan on Jan. 3, 2006.
Thomas E. Lauria, Esq., at White & Case LLP, represented the
Debtors in their successful restructuring.  When the Debtors
filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  The
Debtors emerged from bankruptcy on Jan. 3, 2006.  On March 7,
2007, the Court entered a final decree closing 46 Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure Statement
explaining that Plan.  The Court approved the adequacy of Mirant
NY-Gen's Disclosure Statement on March 22, 2007, and confirmed the
Amended Plan on May 7, 2007.  Mirant NY-Gen emerged from chapter
11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  (Mirant Bankruptcy News, Issue No. 127 Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                        *     *     *

The ratings of Mirant Corp. (Issuer Default Rating of 'B+') and
its subsidiaries remain on Fitch's Rating Watch Negative following
the company's announced plans to pursue alternative strategic
options including a possible purchase of Mirant by a third party.


MITEL NETWORK: Moody's Junks $130 Mil. Term Loan Rating
-------------------------------------------------------
Moody's Investors Service revised Mitel Network Corporation's
first lien senior secured rating to B1 from Ba3 and second lien
senior secured rating to Caa1 from B3.  The B2 corporate family
rating remains unchanged.  The outlook is stable.

The rating action follows the company's announcement to change its
current financing structure for its planned acquisition of Inter-
Tel Inc.  The new facility tranching will shift $55 million from
the initial $185 million second lien to the $245 million first
lien term loan.

The loan ratings were determined using Moody's Loss Given Default
methodology.  The changes in ratings were driven by the higher
proportion of first lien debt in the capital structure.

These ratings were revised:

-- $30 million first lien senior secured revolver, to B1, LGD 3,
    33% from Ba3, LGD2, 27%

-- $300 million first lien senior secured term loan, B1, LGD 3,
    33% from Ba3, LGD2, 27%

-- $130 million second lien senior secured term loan, Caa1, LGD
    5, 80% from B3, LGD5, 75%

Based in Ottawa, Ontario, Mitel provides integrated internet
protocol based enterprise telephony solutions for small and medium
sized businesses.


MITEL NETWORKS: S&P Cuts $330 Mil. First-Lien Debt Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its bank loan and
recovery ratings on Ottawa, Ontario-based business communications
solutions provider Mitel Networks Corp.'s proposed $460 million
senior secured credit facility.  The bank loan rating on Mitel's
proposed $330 million first-lien credit facility has been revised
to 'B+', with a recovery rating of '2', from 'BB-', with a
recovery rating of '1'.  The '2' recovery rating reflects S&P's
expectation of substantial (70%-90%) recovery of principal in a
default scenario.
     
The company recently altered the terms to reallocate $55 million
from the second-lien term loan to the first-lien term loan and
also added a maximum leverage maintenance covenant to the first-
lien credit agreement.  The first-lien facilities now consist of a
$300 million term loan (formerly $245 million) and a $30 million
revolver.  The amount on the second-lien facility has been revised
to $130 million from $185 million.  The 'B' long-term corporate
credit rating is unchanged.
     
All ratings are based on preliminary terms and conditions.  Net
proceeds will be used to help fund Mitel's acquisition of Tempe,
Arizona-based Inter-Tel Inc., a provider of Private Branch
Exchange telephony platforms and related services.
     
The 'B' long-term corporate credit rating and stable outlook on
Mitel reflect its very high pro forma debt leverage and
correspondingly weak credit measures, narrow focus on the small-
to-medium business segment, strong competition from large industry
players, weak historical operating performance at both companies,
and integration risks associated with the purchase of a large
company.  These factors are somewhat tempered by Mitel's enhanced
market presence; potential for improved margins, given the
synergies and scale benefits; a better product roadmap; enhanced
distribution; and healthy cash flow generation.

Ratings List
Mitel Networks Corp.

Ratings Revised
                                            To      From
                                            --      ----
$330 million first-lien debt                B+      BB-
Recovery rating                            2       1

Ratings Unchanged
Corporate credit rating                     B/Stable/--
$130 million second-lien credit facility    CCC+
Recovery rating                            6


MORGAN STANLEY: Fitch Assigns Low-B Ratings on Six Cert. Classes
----------------------------------------------------------------
Morgan Stanley Capital I Trust 2007-TOP27, commercial mortgage
pass-through certificates are rated by Fitch Ratings as:

  -- $93,700,000 class A-1 'AAA';
  -- $287,920,000 class A-1A 'AAA';
  -- $279,300,000 class A-2 'AAA';
  -- $137,400,000 class A-3 'AAA';
  -- $112,300,000 class A-AB 'AAA';
  -- $1,077,071,000 class A-4 'AAA';
  -- $172,286,000 class A-M 'AAA';
  -- $100,000,000 class A-MFL 'AAA';
  -- $190,601,000 class A-J 'AAA';
  -- $54,457,000 class B 'AA';
  -- $30,633,000 class C 'AA-';
  -- $30,632,000 class D 'A';
  -- $23,825,000 class E 'A-';
  -- $23,825,000 class F 'BBB+';
  -- $30,632,000 class G 'BBB';
  -- $23,825,000 class H 'BBB-';
  -- $3,404,000 class J 'BB+';
  -- $3,403,000 class K 'BB';
  -- $6,808,000 class L 'BB-';
  -- $6,807,000 class M 'B+';
  -- $6,807,000 class N 'B';
  -- $3,403,000 class O 'B-';
  -- $50,150,000 class AW34 'AAA';
  -- *$2,722,865,021 class X 'AAA'.
  
*Notional Amount

The $23,826,021 class P is not rated by Fitch.

Classes A-1, A-1A, A-2,A-3, A-AB, A-4, A-M, and A-J are offered
publicly while classes A-MFL, B, C, D, E, F, G, H, J, K, L, M, N,
O, AW34, and X 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 (225)
fixed-rate loans having an aggregate principal balance of
approximately $2,722,865,021, as of the cutoff date.


MOSAIC COMPANY: Earns $419.7 Million in Fiscal Year Ended May 31
----------------------------------------------------------------
The Mosaic Company announced yesterday net earnings of
$419.7 million for the fiscal year ended May 31, 2007, compared
with a net loss of $121.4 million in fiscal 2006.  Net earnings
for Mosaic's fiscal quarter ended, May 31, 2007, were
$202.6 million, compared with a net loss of $180.9 million for the
same period a year ago, which included a restructuring charge of
$285.6 million after tax, in the Phosphates' business segment.

For the fiscal year ended May 31, 2007, net sales were
$5.8 billion, an increase of 9% compared with last year.  

Fiscal 2007 operating earnings were $616.3 million compared with
$101.9 million a year ago.  Fiscal 2006 operating earnings
included the Phosphates business pre-tax restructuring charge of
$287.6 million.  In fiscal 2007, unrealized non-cash mark-to-
market derivative gains of $25.2 million were recognized compared
with $11.2 million last year.  Fiscal 2007 SG&A expenses were
$309.8 million compared with $241.3 million in fiscal 2006.  The
company's foreign currency transaction loss was $8.6 million in
fiscal 2007, compared to a loss of $100.6 million a year ago.  The
company's equity in net earnings of non-consolidated companies was
$41.3 million in fiscal 2007 compared with $48.4 million in fiscal
2006.

Net sales in the fourth quarter of fiscal 2007 were $1.68 billion,
an increase of 27% compared with the same period a year ago.

Mosaic's gross margin for the fiscal 2007 fourth quarter was
$456.2 million, or 27.1% of net sales, compared with
$166.2 million, or 12.5% of net sales a year ago.  Fourth quarter
operating earnings were $359.8 million, compared with a loss of
$185.0 million for the year ago period.  The increases in gross
margin and operating earnings were primarily the result of higher
selling prices for phosphates and potash and an increase in
volumes in the Potash business.  Operating earnings were
unfavorably affected in fiscal 2006 by the Phosphates business
restructuring charge.  Unrealized mark-to-market derivative gains
were $25.2 million in the fourth quarter, compared with mark- to-
market derivative gains of $11.2 million a year ago.

"Our leadership in the Phosphates and Potash businesses positions
us to capitalize on dynamic agricultural market conditions,
resulting in dramatically improved earnings," said Jim Prokopanko,
president and chief executive officer of Mosaic.  "Our businesses
are generating strong cash flow, and we've repaid over
$450 million of long-term debt since the beginning of the fourth
quarter, a significant step towards our goal of achieving
investment grade credit ratings," Prokopanko added.

Selling, general, and administrative (SG&A) expenses were
$95.9 million in the fourth quarter, compared to $54.6 million for
the same period a year ago.  This increase was mainly associated
with higher incentive and stock-based compensation expenses and
implementation and related costs for the company's enterprise
resource planning system.  In addition, last year's fourth quarter
SG&A expense was reduced by a Brazilian tax credit of
$14.0 million.

Non-cash foreign currency transaction losses were $53.5 million
for the fourth quarter compared with losses of $34.1 million for
the same period a year ago.  This non-cash charge was mainly the
effect of a stronger Canadian dollar on significant U.S. dollar-
denominated intercompany receivables held by Mosaic's Canadian
affiliates.

Total equity earnings in non-consolidated subsidiaries were
$16.5 million for the quarter, compared with $19.4 million for the
same period a year ago.  These results included Mosaic's equity
earnings in Saskferco Products Inc., which were $11.1 million for
the fourth quarter compared with $10.7 million a year ago.
Mosaic's equity earnings in Fosfertil S.A. were $4.1 million for
the fourth quarter compared to $3.3 million for the same period
last year.

Mosaic ended the fourth quarter with $420.6 million in cash and
cash equivalents.  Cash flow from operations was $268 million in
the fourth quarter, up $65 million from a year ago.  Mosaic's
total debt at the end of May 2007 was $2.4 billion, resulting in a
debt-to-capital ratio of 36.4%.  To date, Mosaic has repaid
$176 million of debt in the first quarter of fiscal 2008 in
addition to the $280 million repaid in the fourth quarter of
fiscal 2007.

                     About The Mosaic Company

The Mosaic Company (NYSE: MOS) -- http://www.mosaicco.com/-- is  
one of the world's leading producers and marketers of concentrated
phosphates and potash crop nutrients.  For the global agriculture
industry, Mosaic is a single source of phosphates, potash,
nitrogen fertilizers and feed ingredients.

                           *     *     *

As reported in the Troubled Company Reporter on June 28,2007,
Fitch affirmed and removed from Negative Watch its ratings for
Mosaic Company including Issuer Default Rating at 'BB-';
Senior secured revolver rating at 'BB+'; Senior secured term loan
rating at 'BB+'; and Senior unsecured notes at 'BB'.


NATHAN REUTER: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nathan Paul Reuter
        5205 Whitefish Drive
        Columbia, MO 65203

Bankruptcy Case No.: 07-21128

Chapter 11 Petition Date: July 27, 2007

Court: Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: James F. B. Daniels, Esq.
                  McDowell Rice Smith & Buchanan, P.C.
                  605 West 47th Street, Suite 350
                  Kansas City, MO 64112
                  Tel: (816) 960-7307
                  Fax: (816) 753-9996

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 10 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
LaDonna Henderson                           $878,184
Trustee for LaDonna Henderson
Living Trust
3408 North 12th Street
Ozarks, MO 65721

Mike and Jenny Trom                         $525,000
2705 West Woodberry Court
Columbia, MO 65203-6654

Patricia Reitz
Trustee for Frances L. Reitz Trust          $309,000
7048 Kimberly Lane
Shawnee, KS 66218

Josh Haeflinger                             $300,000
20007 South Pickering Road
Belton, MO 64012-9383

Tony Fields                                 $300,000
14921 West 82nd Terrace
Lenexa, KS 66215-5804

Terry J. Schippers                          $150,000

James D. Teegarden III                      $150,000

James D. Fields                             $150,000

Tana Cutliff                                $150,000

University Hospital                           $2,957


NEXTSTEP ACCOMODATION: Files Chapter 11 Plan in Texas
-----------------------------------------------------
NEXTSEP Accomodation LLC dba Super 8 Motel filed with the United
States Bankruptcy Court for the Northern District of Texas a
Chapter 11 Plan of Reorganization.

                       Treatment of Claims

At the Debtor's option, Administrative Claim holders will receive,
either:

   a. the amount of its allowed Administrative expense in one cash
      payment after the effective date;

   b. the amount of its claim in accordance with the ordinary
      business terms of that expense; or

   c. other treatment as agreed in writing by the Administrative
      expense creditor and the Debtor.

Secured Tax Claims held by taxing authorities will retain all tax
leins to secure that claim and will continue to have priority over
all other liens.

Secured Claim of BLX Capital LLC will be fully secured by a deed
of trust lien and security interest in the Debtor's property.

Secured Claim of 1st International Bank will be paid by Alton
Alexis and Althea Alexis from their personal funds.  

As to the holders of Other Secured Claims, the Debtor may:

   a. return the holder's collateral in full;

   b. pay periodic payments having a present value equal to the
      lesser of the value the Secured Creditors's interes in
      the collateral;

   c. file a valuation motion to determine the value of the
      Secured Creditor's interest in the collateral;

   d. allow the Secured Creditor to offset in satisfaction of
      the Secured claim; or

   e. provide other treament as agreed in writing between the
      Secured claim holder and the Debtor.

On the effective date of the Plan, holders of Mechanics Lien
Claims, totaling $805,000, will be paid in this manner:

   a. Chicago Title will contribute not more than $680,000;
      and

   b. BLX Capital will contribute not more than $125,000.

Unsecured Small Claims will recieve 100% of their allowed claim
within six months from the applicable initial distribution date.

General Unsecured Claims will paid in 48 substantially equal
monthly installments with interest at 9% per annum after the
effective date.  

Holders of Equity Interests will retain their interest under
the Plan.

Headquartered in Alvarado, Texas, NEXTSTEP Accommodation L.L.C.
operates a motel.  The Company filed for Chapter 11 protection on
Januray 31, 2007 (Bankr. N.D. Tx. Case No.: 07-40331).  Matthew G.
Maben, Esq., Forshey & Prostok, L.L.P., represents the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date on this case.  When the
Debtor filed for bankruptcy, it listed assets and debts between
$1 Million to $100 Million.


NEXTSTEP ACCOMODATION: Wants Barlow Garsek as Bankruptcy Counsel
----------------------------------------------------------------
Nextstep Accomodation LLC asks the United States Bankruptcy Court
for the Northern District of Texas, Forth Worth Division, for
permission to employ Barlow, Garsek & Simon LLP, as its bankruptcy
counsel.

The firm is expected to:

     a. advise and conslute the Debtor concerning:

         i. legal questions arising in administering and
            reorganizing the Debtor's estate; and

        ii. the Debtor's rights and remedies in connection with
            the estate's assets and creditors' claims;

     b. provide legal services relating to the sale of assets,
        outside the ordinary course of business, if necessary;

     c. assist in obtaining confirmation and consumation of the
        plan;

     d. assist in preserving and protectiing property of the
        Debtor's estate, including the prosecution of litigation,
        if any;

     e. investigate and prosecute preference, fraudulent transfer,
        and other actions arising under the Debotr's avoidance
        powers and any causes of action arising under state law;

     f. prepare pleading, motions, answers, notices, orders and
        reports the Debtor determines are necessary and
        appropriate to faithfully discharge its duties as a
        debtor-in-possession.

The firm's attorneys charge these rates for their services:

     Professionals                Hourly Rates
     -------------                ------------
     Henry W. Simon, Jr. Esq.         $425
     Robert A. Simon, Esq.            $295
     Paul J. Vitanza, Esq.            $215

The Debtor tells the Court that it paid $10,000 retainer fee to
the firm.

Mr. Simon, a firm's attorney, assures the Court that the firm
does not hold any interest adverse to the Debtor's estate and is
a “disinterested person” as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Simoen can be reached at:

     Rober A. Simon, Esq.
     Barlow, Garsek & Simon, L.L.P.
     3815 Lisbon Street
     Fort Worth, Texas 76107
     Tel: (817) 731-4500
     Fax: (817) 731-6200

Headquartered in Alvarado, Texas, NEXTSTEP Accommodation L.L.C.
operated a motel.  The Company filed for Chapter 11 protection on
Januray 31, 2007 (Bankr. N.D. Tx. Case No.: 07-40331).  Matthew G.
Maben, Esq., Forshey & Prostok, L.L.P., represents the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date on this case.  When the
Debtor filed for bankruptcy, it listed assets and debts between
$1 Million to $100 Million.


PAO LIU: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Pao C. Liu
        10439 Eagle View Drive
        Knoxville, TN 37922

Bankruptcy Case No.: 07-32415

Chapter 11 Petition Date: July 27, 2007

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair, Jr.

Debtor's Counsel: John P. Newton-Djg, Jr., Esq.
                  1111 Northshore Drive, Suite S-570
                  Knoxville, TN 37919
                  Tel: (865) 588-5111

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
C.N.B.                         real property;          $1,200,000
130 Brucest                    value of
Sevierville, TN 37862          security:
                               $1,000,000

Suntrust Bank                  personal                  $500,000
Attention: Bankruptcy Dept.    guarantee for
P.O. Box 85092                 Ginza
Richmond, VA 23285-5052

Kennesaw Leasing               personal                  $400,000
1111 Northshore Drive,         guarantee for
Suite 600                      Ginza
Knoxville, TN 37919

Knox County Trustee            property tax                $7,500

Bank of America                personal debt               $4,000

U.S. Bank, N.A.                finance for                unknown
                               sign advertisement
                               for Ginza


PEOPLE'S CHOICE: Walks Away from Arizona and New Jersey Leases
--------------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates obtained
approval from the U.S. Bankruptcy Court for the Central District
of California to reject two leases, effective as of May 31, 2007,
the date of the Debtors' unequivocal surrender of the Pheonix
Premises to the Phoenix landlord, and the Princeton Premises to
the Princeton landlord, in order to minimize administrative rent
obligations.

Judge Kwan clarifies that the order does not affect any claims or
causes of action the Debtors may have against the landlords under
the Leases or on any other basis or any defenses the Debtors may
have to any claims asserted by any of the landlords pursuant to
the Leases or on any other basis against any of the Debtors.

The Debtors related that they expect to liquidate substantially
all of their assets during their Chapter 11 cases.  To maximize
the recovery for the estates, the Debtors have previously filed
motions to sell substantially all of their assets and those
motions have, in great part, been granted.

The Debtors have also previously filed motions for approval of the
rejection of the majority of leases of their satellite offices.  

The leases for the premises in Phoenix, Arizona, and Princeton,
New Jersey, were not included in those motions because, at the
time the motions were filed, the Debtors were still utilizing the
Premises.  The Debtors' utilization of the Premises has now ended.  

Specifically, the leases are:

  a) Office Lease, dated February 15, 2005, between People's
     Choice Home Loan, Inc., and CMD Realty Investment Fund IV,
     L.P., for the premises located at Three Gateway, 410 North
     44th Street, Suites 300 and 350, Pheonix, Arizona; and

  b) Lease, dated April 18, 2005, between PCHLI and Century
     Plaza Associated L.L.C., for the premises located at 103
     Carnegie Center, Princeton, New Jersey.

The Debtors have also peviously filed sale notices for personal
property located at the Premises and, out of an abundance of
caution, the Debtors have also filed abandonment notices whereby
the Debtors have abandoned any miscellaneous personal poperty
belonging to the Debtors that remains at the Premises after 11:59
p.m. on May 31, 2007.

Based on their review, the Debtors do not believe that the Leases
are materially under-market or otherwise of any meaningful value
to the estates and thus, rejection, is in the best interest of
the estates.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No. 07-
10772).  J. Rudy Freeman, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub LLP, represents the Debtors.  Winston &
Strawn LLP represents the Official Committee of Unsecured
Creditors.  At March 31, 2006, the Debtors' balance sheet showed
total assets of $4,711,747,000 and total debts of $4,368,966,000.  
The Debtors' have asked the Court to extend their exclusive period
to file a chapter 11 plan expires to Sept. 28, 2007.  (People's
Choice Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


PEOPLE'S CHOICE: Unit Wants Rutan & Tucker as Special Counsel
-------------------------------------------------------------
People's Choice Home Loan Inc., and affiliate of People's Choice
Financial Corp., seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ Rutan & Tucker
LLP as its special litigation counsel solely for purposes of
adversary proceeding no. 07-AP-01239, effective as of March 20,
2007.

PCHLI's filing for Chapter 11 imposed an automatic stay on an
existing state court action, Cabana v. Rodriguez, et al., Los
Angeles Superior Court Case No. BC 351551, in which the Debtor is
a named defendant.  On June 18, 2007, the Debtor filed a notice of
removal and the State Court Action was removed to the Bankruptcy
Court as Adversary Proceeding 07-AP-01239.

The Debtor believes that no conflicts of interest exist with
respect to the representation, because the interests of PCHLI,
its Chapter 11 cases, and the estate's creditors are aligned with  
respect to the matters for which PCHLI seeks to employ R&T.

Roger F. Friedman, Esq., at Rutan & Tucker, LLP, in Costa Mesa,
California, informs the Court that the firm is the largest law
firm based in Orange County, California, and in addition to its
various practice areas, R&T has several attorneys who focus their
practice in the areas of insolvency, reorganization, creditors'
rights, and bankruptcy law.  R&T also has attorneys whose
practice include litigation, corporate, labor, tax and real
estate, he says.

Mr. Friedman states that it is necessary for PCHLI to employ the
firm, because as the Debtor's counsel of record in the State
Court Action, R&T is the most experienced and well-suited counsel
to represent the Debtors in the Adversary Proceeding, and by
employing R&T, PCHLI can avoid having its estate fund its defense
in the Adversary Proceeding.

R&T will:

  a) advise PCHLI regarding the Adversary Proceeding;

  b) represent the Debtor in proceedings or hearings in the
     United States Bankruptcy Court for the Central District of
     California, and if necessary, the U.S. District Court for
     the Central District of California, or the Los Angeles
     County Superior Court, involving the Adversary Proceeding;

  c) interact and negotiate with opposing parties regarding the
     Adversary Proceeding;

  d) advise PCLHI concerning the requirements of the Bankruptcy
     Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and
     the Guidelines of the Office of the U.S. Trustee relating
     to the Adversary Proceeding;

  e) assist in the preparation of any pleadings, applications,
     motions, orders, and other documents and papers as may be
     necessary in connection with the Adversary Proceeding; and

  f) provide other and further services typically rendered by
     special litigation counsel.

Unless otherwise agreed between the Debtor and R&T, R&T will not
be responsible for appearances before any court or agency other
than the Bankruptcy Court, the District Court, and the Office of
the U.S. Trustee; the provision of substantive legal advice
relating to mattes other than the Adversary Proceeding; matters
relaing to general insolvency law; or other areas of law.

R&T will be paid on an hourly rate basis, which rates are subject
to adjustment from time to time, typically at the beginning of
each calendar year.  The firm reserves the right, depending upon
the results in the cases, to seek a bonus in addition to its
hourly charges, which, if required by the Court, would be subject
to Court approval.  The hourly rates are:

         Dan Chambers                             $340
         Roger F. Friedman                        $335
         Kathryn T. Anderson                      $225
         Eddie B. Gerard                          $210
         Partners & of Counsel             $340 - $545
         Associates                        $210 - $335
         Summer Associates                        $195
         Legal Assistants                  $100 - $195
         Document/Litigation Clerks         $50 -  $70

Mr. Friedman tells the Court that the firm will not seek or
receive any payment from the Debtor's bankruptcy estate in
connection with its representation of PCHLI.  R&T's fees and
costs will be paid by PCHLI's insurer, Fidelity National Title
Insurance Company.

As of July 11, 2007, $14,280 in fees and $1,671 in costs have
been billed by R&T for the period between March 20, 2007, and
July 11, 2007.  An additional $11,822 in fees and $800 in costs
have been incurred by R&T, but remain unbilled.

As the firm will not be seeking compensation from the Debtor's
bankruptcy estate, R&T is not required to seek approval of its
compensation from the Debtor's bankruptcy estate.  Alternatively,
if the Court requires R&T to seek Court approval of its
compensation, then each month, or as soon as practicable, R&T
will first submit to PCHLI for review and approval, and
thereafter file with the Court and serve on the office of the U.S
Trustee, PCHLI, its general insolvency counsel, and counsel to
the Official Committee of Unsecured Creditors, an invoice for
services rendered and expenses incured in connection with the
cases.

Mr. Friedman assures the Court that R&T and all of its
professionals do not represent or hold any interest materially
adverse to the Debtor or its estate with respect to the matters
PCHLI seeks to employ it.  He discloses that:

   -- Due to the specialized nature of bankruptcy practice, from
      time to time, the firm may concurrently represent one
      client in a particular case and the adversary of that
      client in an unrelated case;

   -- Several attorneys at R&T may have spouses, parents,
      children, siblings, or fiancees who are attorneys at other
      law firms or companies.  R&T's policy strictly forbids
      disclosure of confidential information to anyone outside
      of the firm;

   -- From time to time, Pachulski, Stang, Ziehl, Young, Jones &
      Weintaub LLP, the Debtor's general insolvency counsel, and
      the various counsel to the plaintiffs and the other
      defendants in the Adversary Proceeding, may have referred
      business to R&T, and R&T may have referred business to
      those firms, in the insolvency area and other types of
      matters as well;

   -- The firm periodically represents Fidelity , its insureds,
      or its affiliated companies in matters unrelated to the
      Debtor's Chapter 11 case; and

   -- R&T does not have and has not had any connection with any
      insider of PCHLI or any insider of an insider of the
      Debtor.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No. 07-
10772).  J. Rudy Freeman, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub LLP, represents the Debtors.  Winston &
Strawn LLP represents the Official Committee of Unsecured
Creditors.  At March 31, 2006, the Debtors' balance sheet showed
total assets of $4,711,747,000 and total debts of $4,368,966,000.  
The Debtors' have asked the Court to extend their exclusive period
to file a chapter 11 plan expires to Sept. 28, 2007.  (People's
Choice Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


PINE ISLAND: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Pine Island Group, Inc.
        827 County Route 1
        Pine Island, NY 10969

Bankruptcy Case No.: 07-36133

Chapter 11 Petition Date: July 27, 2007

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Michael D. Pinsky, Esq.
                  30 Matthews Street, Suite 304
                  Goshen, NY 10924
                  Tel: (845) 294-5123
                  Fax: (845) 294-9384

Total Assets: $1,141,301

Total Debts:    $469,482

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Orange & Rockland Utilities                                $1,833
390 West Route 59
Spring Valley, NY 10977


PLASTERWORKS INC: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Plasterworks, Inc.
        PMB 301
        1900 Preston Road, No. 267
        Plano, TX 75093

Bankruptcy Case No.: 07-33526

Chapter 11 Petition Date: July 27, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Susan B. Hersh, Esq.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 503-7070

Total Assets:  $292,000

Total Debts: $1,022,151

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of Texas                  value of security:        $675,000
6215 Hillcrest Avenue          $300,000; various
Dallas, TX 75205               collateral

Compass Bank                                              $83,000
P.O. Box 830696
Birmingham, AL 35283

Regis Property Management                                 $63,200
2010 Valley View Lane
Dallas, TX 75234

Dallas Packaging                                          $48,123

A. Ramon Imports                                          $42,778

Pinnacle Solutions                                        $36,881

Mitch Jacobs                   loans                      $28,000

E.S.P. Staffing/                                          $14,235
C.P.R. Staffing
M.P. Sar Financial

Green Bay Packaging                                        $7,562

Allied Gypsum                                              $4,800

Grupo Comcast S.A.                                         $4,109
de C.V.

Equipment Depot                                            $2,961

D.F.W. A-1 Pallet                                          $2,188

Capital One                                                $1,654

Testworth Laboratories, Inc.                               $1,390

Trend Personnel                                            $1,266

Yale Financial Services                                    $1,097

Dallas Recycling                                           $1,058

Briggs Equipment                                             $752


QUEST MINERALS: Ready to Start Mining at Pond Creek
---------------------------------------------------
Quest Minerals & Mining Corp. said Friday that it is ready to
start mining the new mine face at its Pond Creek Mine at Slater's
Branch.  Quest has completed its equipment installation at the new
mine face and has completed its surveys on the new mine face
location.  It has also completed a sufficient enough portion of
the rehabilitation to commence higher productivity operations.

Eugene Chiaramonte, Jr., president of Quest, stated, "We are very
pleased to report that we are now at the new face at the Pond
Creek Mine and are ready to start mining significant amounts of
coal.  During the ongoing rehabilitation, we have been producing
150 to 300 tons per day, as we needed to spend a substantial
portion of our resources for rehabilitation and compliance with
federal and state inspection agencies.  We have substantially
completed the rehabilitation, and we have completed our equipment
installation and necessary surveys to mine the new mine face.  We
can now shift our primary focus from rehabilitation to coal
production.  The residual rehabilitation required should not
interfere with production and should be complete by the end of
next week.

"With this achievement, we anticipate that we will start producing
between 500 to 700 tons of coal per day, starting Monday.  This
equates to 10,000 to 14,000 tons per month.

"As a result of this accomplishment, we now seek to establish a
second shift at the mine to allow us to reach our goal of 20,000
tons per month.  We are currently targeting Labor Day to reach
this goal, and we believe that, with the progress we have made, we
will reach that goal. In addition, this breakthrough will allow us
to move forward with our plans to reopen the Lower Cedar Grove
seam, located in Slater's Branch, and the Taylor seam, located in
Hurricane Branch."

                       About Quest Minerals

Based in Paterson, New Jersey, Quest Minerals & Mining Corp.
(OTC BB: QMMG.OB) -- http://www.questminerals.com/-- acquires   
and operates energy and mineral related properties in the
southeastern part of the United States.  Quest focuses its efforts
on properties that produce quality compliance blend coal.

Gwenco Inc., a wholly owned subsidiary of Quest Minerals & Mining
Corp. headquartered in Ashland, Kentucky,, filed for chapter 11
protection on Feb. 28, 2007 (Bankr. E.D. Ky. Case No. 07-10081)  
Paul Stewart Snyder, Esq., in Ashland, Kentucky represents the
Debtor.  When the Debtor filed for bankruptcy, it listed estimated
assets and estimated debts of less than $10,000.

Quest Minerals & Mining Corp.'s consolidated balance sheet at
March 31, 2007, showed $5.5 million in total assets and
$9.3 million in total liabilities, resulting in a $3.8 million
total stockholders' deficit.  

                       Going Concern Doubt

Kempisty & Company, in New York, expressed substantial doubt about
Quest Minerals & Mining Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, 2005, and 2004.  The
auditing firm reported that the company has incurred operating
losses since inception and requires additional capital to continue
operations.  Additionally, the company could lose all of its
operating assets through current and/or pending litigation.


RENAISSANCE MORTGAGE: Moody's Junks Class B Certificate Rating
--------------------------------------------------------------
Moody's Investors Service upgraded and downgraded certain
certificates from six Renaissance Home Equity Loan Trust deals
issued in 2002 and 2003.  The transactions consist of subprime
primarily first-lien adjustable and fixed-rate loans.  All six
transactions were originated by Delta Funding Corporation.

Nine certificates from the series 2002-4, 2003-1, 2003-2, 2003-3
and 2003-4 transactions were upgraded based on the substantial
build-up in credit support.  The projected pipeline losses are not
expected to significantly affect the credit support for these
certificates.  The seasoning of the loans and low pool factor
reduce loss volatility.

The two most subordinate certificates from the 2002-1 transaction
and the most subordinate certificates from each of the 2002-4 and
2003-2 transactions have been downgraded because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  The pool of mortgages has seen losses in
recent months and future loss could cause a more significant
erosion of the overcollateralization.  All of the underlying pools
on the three transactions have their overcollateralization below
the OC target as of the July 25, 2007 reporting date.

Complete rating actions are:

Issuer: Renaissance Home Equity Loan Trust

Upgrades:

-- Series 2002-4; Class M-1, upgraded to Aa1 from Aa2;
-- Series 2003-1; Class M-1, upgraded to Aaa from Aa2;
-- Series 2003-2; Class M-1, upgraded to Aa1 from Aa2;
-- Series 2003-3; Class M-1, upgraded to Aaa from Aa2;
-- Series 2003-3; Class M-2A, upgraded to Aa3 from A2;
-- Series 2003-3; Class M-2F, upgraded to Aa3 from A2;
-- Series 2003-4; Class M-1, upgraded to Aaa from Aa2;
-- Series 2003-4; Class M-2A, upgraded to A1 from A2;
-- Series 2003-4; Class M-2F, upgraded to A1 from A2.

Downgrades:

-- Series 2002-1; Class M-2, downgraded to Baa2 from A2;
-- Series 2002-1; Class B, downgraded to Caa2 from Ba2;
-- Series 2002-4; Class B, downgraded to Ba2 from Baa2;
-- Series 2003-2; Class M-4, downgraded to Ba2 from Baa2.


RENT-4-LESS INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rent-4-Less Inc.
        1128 West Santa Ana Boulevard
        Santa Ana, CA 92703

Bankruptcy Case No.: 07-12271

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
      American Cars & Trucks Enterprises, Inc.     07-12273
      Go Rent A Car                                07-12277
      Priceless Cars and Trucks Enterprise ,Inc.   07-12276
      Southland Finance Company LLC                07-12279

Type of Business: The Debtors offer car rental services.
                  See http://www.rentfourless.com/

Chapter 11 Petition Date: July 27, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtors' Counsel: Robert Sabahat, Esq.
                  Madison Harbor, A.L.C.
                  17702 Mitchell North
                  Irvine, CA 92614
                  Tel: (949) 756-9050

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtors did not file a list of their largest unsecured
creditors.


RESIDENTIAL ACCREDIT: Fitch Rates $3.181MM Class B-S Certs. at B
----------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. mortgage pass-through
certificates, series 2007-QS9, as:

  -- $659,308,629 classes A-1 through A-33, A-P, A-V, R-I, R-II,
     and the privately offered P certificates (senior
     certificates) 'AAA';
  -- $22,271,800 class M-1 'AA';
  -- $8,484,400 class M-2 'A';
  -- $6,363,300 class M-3 'BBB';

In addition, Fitch rates theses privately offered subordinate
certificates as:

  -- $4,242,200 class B-1 'BB';
  -- $3,181,700 class B-2 'B';

The $3,181,696 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 6.75%
subordination provided by the 3.15% class M-1, the 1.20% class M-
2, the 0.90% class M-3, the privately offered 0.60% class B-1, the
0.45% privately offered class B-2 and the 0.45% privately offered
class B-3.  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,
strength of the legal and financial structures, and Residential
Funding Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as
master servicer.

As of the cut-off date, July 1, 2007, the mortgage pool consists
of 2,605 conventional, fully amortizing, 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$707,033,726.  The mortgage pool has a weighted average original
loan-to-value ratio of 76.64%.  The pool has a weighted average
FICO score of 706, and approximately 36.28% and 15.02% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 34.21%, and second homes account for 3.27%.  The average loan
balance of the loans in the pool is $271,414.  The three states
that represent the largest portion of the loans in the pool are
California (24.94%), Florida (9.62%) and Washington (6.42%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of approximately 50.0% of the mortgage loans,
which were purchased by the depositor through its affiliate,
Residential Funding, from Homecomings Financial, LLC, a wholly-
owned subsidiary of Residential Funding, and approximately 7.9% of
the mortgage loans, which were purchased by the depositor through
its affiliate, Residential Funding, from GMAC Mortgage, LLC, an
affiliate of Residential Funding.  Approximately 11.8% of the
mortgage loans were purchased from National City Mortgage Company,
which is an unaffiliated seller.  Except as described in the
preceding sentence, no unaffiliated seller sold more than 7.5% of
the mortgage loans to Residential Funding.  Approximately 70.8% of
the mortgage loans are being subserviced by Homecomings, a wholly-
owned subsidiary of Residential Funding, approximately 9.3.% of
the mortgage loans are being subserviced by GMAC Mortgage, LLC, an
affiliate of Residential Funding.  Approximately 11.8% of the
mortgage loans are being subserviced by National City Mortgage
Company.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
(1) 'high-cost' or 'covered' loans or (2) any other similar
designation if the law imposes greater restrictions or additional
legal liability for residential mortgage loans with high interest
rates, points and/or fees.


ROBERT HERRERA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtors: Robert R. Herrera
         Laura L. Herrera
         510 West Sherwood Drive
         Payson, AZ 85541

Bankruptcy Case No.: 07-03653

Chapter 11 Petition Date: July 30, 2007

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtors' Counsel: Randy Nussbaum, Esq.
                  Jaburg & Wilk, P.C.
                  14500 North Northsight Boulevard, Suite 116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ROOSEVELT UNION: Moody's Downgrades $1.9 Mil. Debt Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded to Ba1 from Baa2 the rating
on Roosevelt Union Free School District's $1.9 million of
outstanding long term general obligation debt and removed the
rating from Watchlist for possible downgrade.

The downgrade to Ba1 reflects the district's severely distressed
financial position marked by chronic operating deficits and poor
internal controls, which have led to the accumulation of an
$8 million deficit fund balance position, constrained cash
liquidity and failure to make two recent interest payments in a
timely fashion, a high debt burden and modestly growing tax base
with weak wealth levels.

The rating action also reflects the state's initial efforts to
implement a recovery plan that will address the accumulated
deficit, restore liquidity and implement prudent management
control measures in a reasonable timeframe.  Additionally factored
into today's rating action is the October 2006 appointment of on-
site state personnel to directly oversee the financial management
of the district by the State Department of Education, which has
had oversight of the district since 2002.

Future rating action will depend on the district's ability to
implement reliable procedures to insure timely debt service
payment and establish a trend of prompt remittance.  In addition,
future rating reviews will focus on the implementation of a multi-
year financial plan that will restore structural balance and
improve cash liquidity.

State Comptroller's Audit Reveals Substantial Accumulated Deficit
And Weak Management Practices; Two Debt Service Payments Missed

In March 2007, the New York State Comptroller released an audit
report for Roosevelt Union Free School District that revealed a
substantially weaker financial position than had been previously
reported, despite oversight of the district by the State
Department of Education since March 2002.

The Comptroller's report, which was requested by the DOE,
indicated that, after five years of financial mismanagement and
poor budgeting, the district had an accumulated deficit of about
$12 million.  This weakened performance occurred despite state
oversight enabled by legislation which provided DOE additional
powers and oversight including the replacement of the local Board
of Education and Superintendent, strict budget controls, interim
financial monitoring and, the authority to appoint a Fiscal
Administrator.

A State Department of Education Status Report was published during
the same period of time which brought to our attention the fact
that the district had failed to make two interest payments in a
timely manner.  While the missed debt service payments largely
reflect poor management of financial controls, the district also
suffers from significantly constrained cash liquidity, as
evidenced by the borrowing of cash from the Capital Projects Fund
and the partial repayment of this loan with cash flow notes.

         Bondholders Paid On Time Despite Late Payments

As mentioned, the district failed to make timely payment to the
Depository Trust Company of interest for School District Serial
Bonds - 2003 due on Dec. 15, 2006; however, following notification
by DTC of interest payment delinquency, the district wired the
interest payment on Jan. 25, 2007.  The district also failed to
make timely interest payment to DTC on the same Series 2003
interest payment due Dec. 15, 2005.

Bondholders did receive timely payment of interest due
Dec. 15, 2005 and Dec. 15, 2006 from DTC.  In both cases, the
interest payment delinquencies were attributed by the district to
lack of administrative oversight.  While there is still no
codified policy in place to assure timely debt service payment,
the district's Board will be voting on a policy at its next
meeting.

Moody's views pursuit of this new policy as a positive
development; however, it will be important for the district to
formally adopt the policy and establish a track record of timely
payment given its failure to make on time payments.

Poor Budgetary Controls Lead To Fiscal 2007 $8 Million Accumulated   
        Deficit; Viable Recovery Plan Yet To Be Adopted

Moody's believes the district will be challenged to return to
structural balance and replenish reserves to minimally adequate
levels in the near term despite the increased involvement of the
State DOE in the oversight of the district.  While the State
Legislature is currently considering two pieces of legislation
that contemplate an acceleration of state aid or state grants to
close the accumulated deficit gap, there are no concrete measures
or plans in place to restore reserves to sufficient levels.

Furthermore, the district has struggled in recent years to get
voter approval of its budgets, due in part to reported concerns
among voters about authorizing additional property tax rate
increases given the district's historically poor academic and
financial performance.  While academic performance has improved in
recent years, it is unclear whether the district will be able to
see significant local revenue increases due to the relatively weak
socioeconomic profile of the district.

The district's lack of internal controls and financial monitoring
has led the district to a projected fiscal year 2007 (year end
June 30) accumulated General Fund balance deficit of $8 million.
Over the past three fiscal years, management has consistently
overspent budgets, continued to appropriate General Fund balance
despite near depletion, and aggressively budgeted greater revenues
than received in fiscal years 2006 and 2007, especially state aid.

Fiscal year 2006 audited results show a $5.7 million operating
deficit driven by a $2.2 million shortfall in state aid revenues
and underbudgeting of employee benefits by $1.8 million.  The
additional operating deficit further reduced reserves from an
adequate $3.9 million at fiscal 2005 year end to -$6.2 million or
a -11.4% of revenues, on an unreserved and undesignated basis.

Additionally, the district experienced significant cash flow
challenges during the year and borrowed $16 million from Capital
Projects for operations despite state law which prohibits the use
of debt proceeds for expenditures other than the stated purpose of
the issue.  At year end, a portion of the loan had been repaid,
with the remainder repaid with the proceeds of a RAN issued for
$21 million (dated Aug. 2, 2006; matured June 29, 2007).

The Comptroller's March 2007 publication reported an expected
$6.2 million operating deficit due to a $3.3 million shortfall in
state aid, which was again aggressively budgeted, and various
expenditure overruns including a $1.2 million overexpenditure in
employee benefits.  After release of the Comptroller's Report, the
DOE assembled a team to identify revenue enhancements and
expenditure cuts to close the projected fiscal 2007 gap.

The measures taken to close the projected deficit include one-time
revenues such as the collection of prior year's foster care
tuition, interest earnings on bond and note proceeds, and staffing
cuts.  These enhancements and cuts are expected to generate
$4.4 million, closing the operating gap to $1.7 million and
bringing General Fund balance to a still very weak -$8 million.

The voter-approved (passed on the second vote) fiscal 2008 budget
grew by less than 1% and incorporates a newly-settled teachers
contract with no salary increases in the current fiscal year and
significant savings due to staffing cuts, including the
elimination of 12 teacher positions.  Also incorporated in the
2008 budget is a more realistic state aid assumption, as well as
no appropriation of fund balance.

The overall revenues generated by property taxes grew by 13.4%,
generating $2.3 million.  The district had issued an $11 million
RAN on July 13, 2007 (maturing June 27, 2008) to provide for
sufficient cash flows to cover operations through the summer
months, although absent a legislative fix to eliminate the
accumulated deficit and provide for an infusion of cash, the
district anticipates a negative cash balance by October
demonstrating the district's severely constrained liquidity.

  Newly Appointed Department Of Education Personnel Plan To   
   Stabilize District Management And Financial Performance

The State DOE has recently increased its level of involvement in
monitoring and managing the district's day-to-day operations in
order to assure timely debt service and improvement in overall
financial performance.  In September 2006 the State DOE appointed
a Fiscal Administrator to work five days a week in the district
offices.

The Fiscal Administrator's role is to provide oversight and
technical assistance in designing and implementing controls and
procedures for effective financial management.  Additionally, an
interim District Superintendent was appointed and began at the
district July 1, 2007 with the goals of developing and
implementing sound financial policies and practices as well as
basic management controls to create a solid foundation upon which
the district can operate.

As a result of these management changes the district has begun to
address the many material weaknesses identified in prior audits
and the State Comptroller report.  Despite the progress that has
been made over the past few months by the newly engaged DOE,
Moody's expects that the effectuation of major systemic changes to
stabilize the district may require substantial time given the
severity of the district's current condition.

  Very High Debt Burden Offset Somewhat By Significant State
                   Building Aid Allocations

Moody's expects the district's high direct debt burden of 7.2%
will increase with the expected completion of the June 2004 voter-
approved authorization of a $208 million building program. To
date, the district has issued $99.5 million against the
authorization and expects to issue the remainder over the next two
years.  The district's overall debt burden, including all
overlapping obligations of Nassau County (rated A3/ positive
outlook), the Town of Hempstead (rated Aa1) and the Village of
Freeport (rated A3/ negative outlook), is a very high 9.2%.  The
adjusted debt burden decreases to a still high 2% of full
valuation when taking into account the district's significant
state building aid.  Amortization of principal is slow with 23.6%
paid within ten years.  Debt service was a manageable 4.7% of
fiscal 2006 expenditures.

   Tax Base Characterized By Weak Wealth Levels And Modest
                        Appreciation

Moody's expects continued stability for the district's
$1.1 billion tax base given its location in Nassau County,
approximately twenty miles east of mid-town Manhattan with
proximity to employment opportunities.  Despite limited expansion
options, market value appreciation has resulted in an 8.9% average
annual increase in full value over the past five years.  The
decline in the district's assessed value over the past four years
reflects Nassau County's revaluation at 0.25% of full market
value.  Wealth levels in the district are slightly below state
averages, and full value per capita compares to the state average
at $62,332 but is lower than comparable Long Island credits.

Key statistics:

2000 population: 17,286

2007 full valuation: $1 billion

2007 full value per capita: $62,332

Direct debt burden: 7.2%

Overall debt burden: 9.2%

Overall debt burden (adjusted): 2%

Payout of principal (10 years): 23.6%

FY 2006 General Fund balance: -$3.4 million (-6.3% of General Fund
revenues)

FY 2006 General Fund balance, unreserved undesignated: -$6.2
million (-11.4% of General Fund revenues)

Median family income: $57,281 (110.8% of state)

Per capita income: $17,609 (75.3% of state)

Post-sale parity debt outstanding: $1.9 million


RSC HOLDINGS: June 30 Balance Sheet Upside-Down by $128.8 Million
-----------------------------------------------------------------
RSC Holdings Inc.'s balance sheet as of June 30, 2007, showed
total assets of $3.4 billion, total liabilities of $3.5 billion,
and total stockholders' deficit of $128.8 million.

The company reported total revenues for the second quarter 2007 of
$442.8 million and net income was $17.4 million.  Excluding fees
related to the termination of the monitoring agreement and debt
prepayment costs in connection with the recent initial public
offering, net income would have been $35.5 million.

"This represents our 16th consecutive quarter of rental revenue
growth," said Erik Olsson, president and chief executive officer
of RSC.  "I am very pleased with how the Company continues to
perform and expand its margins.  We are executing our strategy of
emphasizing our core rental operations through customer service,
same store growth and investment in local markets, and have
further strengthened our market position with year to date
additions of 12 locations and 55 sales people."

Rental revenues, which make up 87% of total revenues, grew 13.1%
or $44.5 million to $384.6 million in the second quarter compared
to $340.1 million in the prior period.  This growth includes
another quarter of strong same store rental revenue growth of
10.9% and the addition of eight new locations.  Sales of used
equipment decreased $12.4 million and sales of merchandise
decreased $3.1 million in the second quarter in line with the
company's strategic direction.

Revenues for the first half of 2007 were $849.2 million, compared
with revenues of $799.7 million for the first half of 2006.  Net
income for the first half of 2007 was $37.7 million, compared with
net income of $94.9 million for the first half of 2006.

"RSC continues to enhance shareholder value through its dedicated
employees, industry leading customer service and capital and
operating efficiencies as evidenced by our growth and high
returns," said Mr. Olsson.  "For example, through our customer
driven and disciplined approach to fleet management our young and
well maintained fleet has grown to $2.5 billion while achieving
record fleet utilization of 73.9% in the second quarter."

                         2007 Outlook

The near term demand from the non-residential and industrial
sectors is expected to continue at current high levels. As a
consequence, the Company anticipates the range of full year 2007
results for total revenues of $1.78 billion to $1.81 billion.

                          About RSC

Based in Scottsdale, Arizona, RSC Holdings Inc., (NYSE: RRR) --
http://www.RSCrental.com/-- through Equipment Rental, provides  
equipment rental in North America servicing the construction and
industrial markets with an original cost of over $2.5 billion in
rental equipment.  RSC offers equipment and service to customers
through an integrated network of over 465 rental locations in 39
US states and four Canadian provinces with over 5,300 employees.


RURAL CELLULAR: $2.7 Bil. Verizon Deal Cues Fitch's Pos. Watch
--------------------------------------------------------------
Fitch Ratings has placed these ratings of Rural Cellular
Corporation on Rating Watch Positive subsequent to the
announcement that Verizon Wireless will acquire the company for
approximately $2.7 billion in cash and assumed debt.

  -- Issuer default rating 'CCC';
  -- $60 million first lien credit facility 'B/RR1';
  -- $510 million second lien secured notes 'B-/RR2';
  -- $325 million senior unsecured notes 'CCC-/RR5';
  -- $600 million senior subordinated notes 'CC/RR6';
  -- 12.25% junior exchangeable preferred stock 'C/RR6'.

RCCC's Rating Watch Positive status reflects Fitch's view that the
acquisition by VZW will significantly improve RCCC's financial and
business profile.  Verizon Wireless expects the acquisition to
result in at least $1 billion of synergies through reduced roaming
and operational expenses.  The acquisition of RCCC's rural
properties is complementary to VZW's network with some coverage
overlap as the merger will increase VZW's coverage by 4.7 million
licensed persons of population.  RCCC serves approximately 700,000
subscribers and covers nearly 7.2 million POPs. RCCC uses both
CDMA and GSM technology separately across its five regional
markets.  Verizon Wireless plans to deploy CDMA service in Rural
Cellular's existing GSM markets and convert the GSM customers to
CDMA service.  The transaction has been approved by both
companies' boards and is expected to close in the first half of
2008, subject to governmental and regulatory approval.

Fitch expects VZW to redeem or refinance the majority of RCCC's
high cost capital structure.  Subsequent to first quarter ending,
RCCC fully repaid the borrowings under its $60 million credit
facility.  Approximately $1 billion of RCCC's debt and preferred
stock is redeemable in 2007 and over $900 million of debt will
become redeemable in 2008.  Fitch's Issuer Default Rating on
Verizon Communications is 'A+'.


RURAL CELLULAR: Verizon Deal Prompts Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed the debt and preferred stock of
Rural Cellular Corporation on review for possible upgrade,
following the announcement that Verizon Wireless intends to
acquire the company for total consideration of $2.67 billion,
including the assumption of debt and preferred.

Moody's also affirmed the A3 senior unsecured and P-2 short term
ratings of VZW's majority shareholder, Verizon Communications,
Inc.  Moody's does not maintain ratings on VZW.  The transaction
is expected to close in the first half of 2008.

The review of Rural's ratings will focus on VZW's plans with
regard to the existing Rural debt and preferred.  Moody's believes
that it is highly likely that VZW will choose to refinance Rural's
debt and preferred capital given its high-cost and the existence
of significant covenant restrictions.  However should VZW choose
to maintain Rural's debt and preferred without unconditional and
irrevocable support, Rural's ratings are likely to be notched up
modestly from their existing levels, provided sufficient stand-
alone financial information on Rural continues to be available.  
In the absence of sufficient financial information to allow the
agency to form an opinion regarding Rural's standalone
creditworthiness, Rural's ratings will be withdrawn.

The affirmation of Verizon's debt rating is based on Moody's
belief that Verizon's credit metrics and business risk profile
will not be materially impacted as a result of this relatively
modest acquisition.

On review for possible upgrade:

Issuer: Rural Cellular Corporation

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

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

-- Junior Preferred Stock Preferred Stock, placed on review for  
    possible upgrade, currently Caa2

-- Senior Subordinated Regular Bond/Debenture, placed on review
    for possible upgrade, currently Caa2

-- Senior Secured Bank Credit Facility, placed on review for
    possible upgrade, currently Ba3

-- Senior Secured Regular Bond/Debenture, placed on review for
    possible upgrade, currently Ba3

-- Senior Unsecured Regular Bond/Debenture, placed on review for
    possible upgrade, currently B3


Outlook Actions:

Issuer: Rural Cellular Corporation

-- Outlook, changed to rating under review from negative

Based in Alexandria, Minnesota, Rural Cellular Corporation
provides wireless telecommunication services to approximately 640
thousand retail subscribers in rural areas of the United States.

Verizon Communications is a regional Bell operating carrier,
headquartered in New York City.  Cellco Partnership, dba as
Verizon Wireless, is a national provider of wireless
communications.  Verizon Wireless, headquartered in Bedminster,
New Jersey, is a joint venture between Verizon Communications,
which owns 55%, and Vodafone Group plc, which owns the remainder.


RURAL CELLULAR: Verizon Merger Prompts S&P's Positive Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Alexandria, Minnesota–based wireless provider Rural Cellular
Corp., including the 'B-' corporate credit rating, on CreditWatch
with positive implications.  This action followed the announcement
that Verizon Communications Inc. (A/Stable/A-1) has agreed to
purchase Rural Cellular for approximately $2.7 billion in cash and
assumed debt.
     
The acquisition is subject to receipt of approval by Rural
Cellular shareholders and other customary regulatory approvals,
which S&P expect the companies will obtain no later than mid-year
2008.
     
"Upon completion of the transaction, we would likely rate any
surviving debt at Rural Cellular at the same level as Verizon's,"
said Standard & Poor's credit analyst Susan Madison.
     
Rural Cellular has about 716,000 wireless subscribers in rural and
suburban markets in 15 states.  Rural Cellular debt and preferred
stock totaled about $1.9 billion at March 31, 2007, pro forma for
second-quarter financing transactions.


SAINT VINCENT'S: Wants to Sell Bayley Seton Hospital
----------------------------------------------------
Saint Vincent's Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York for the private sale of
Bayley Seton Hospital, a 198-bed hospital located at 75 Vanderbilt
Avenue, in Staten Island, New York, which the Debtors operate.  

The Bayley Seton Campus is an approximately 21 acre plot,
comprised of 14 buildings, and includes parking for Sisters of
Charity Health Care System Nursing Home, Inc., doing business as
St. Elizabeth Ann's Health Care & Rehabilitation Center.

The transfer of Bayley Seton to the Sisters of Charity was
accompanied by an expansion in the services provided at that
facility, according to Howard P. Magaliff, at Togut, Segal &
Segal LLP, in New York.  Subsequently though, the Sisters of
Charity combined Bayley Seton' operations with those of Saint
Vincents Staten Island in order to form a comprehensive
healthcare system to serve the borough of Staten Island.  Among
others, Bayley Seton's medical acute care inpatient services were
relocated to SV Staten Island in 1999.  

The cessation of acute care services and the consolidation of
other services formerly provided at Bayley Seton with related
programs at SV Staten Island have left the Bayley Seton Campus
largely unused, Mr. Magaliff notes.  At the same time the cost of
maintaining that campus is increasing as the campus'
infrastructure, much of it nearly a century old, continues to
age.

Thus, the Debtors have decided to sell Bayley Seton to convert an
underutilized asset of their estates into cash to help finance
their reorganization.  

The Bayley Seton Campus is a single tax lot.  To consummate the
Bayley Seton transaction, SVCMC must obtain a tax lot subdivision
and subsequent zoning lot subdivision.

Ultimately, the Debtors seek to enter into a set of transactions
that will result in the sale of the real property and
improvements constituting the campus of Bayley Seton to three
parties:

  (1) The subdivision of the Bayley Seton Campus into four tax
      lots -- Tax Lot 1 (8.59 acres), Tax Lot 25 (9.48 acres),
      Tax Lot 150 (2.1 acres) and Tax Lot 200 (0.4 acres)

  (2) The private sale of Tax Lot 150 to St. Elizabeth Ann's
      Center

  (3) The private sale of Tax Lots 1 and 25 to The Salvation
      Army, Inc. or its affiliate

  (4) The private sale of Tax Lot 200 to Chait Housing
      Development Corporation

  (5) The execution and delivery of various zoning lot
      development agreements and the granting of certain
      easements for ingress and egress

The Tax Lots will be sold in their "as is" condition and state of
repair, and is subject to certain Permitted Encumbrances.

The parties must also obtain various permits and approvals from
government and regulatory bodies for the contemplated
transactions.

Another condition to the closing of the sale is the consent by
General Electric Capital Corporation, the DIP Lender, to a
release of that certain lien encumbering Tax Lot 150 granted in
favor of the DIP Lender by that certain Mortgage, Assignment of
Leases and Rents, Security Agreement and Fixture Filing made by
SVCMC to the DIP Lender, aggregating $350,000,000, dated
December 30, 2005, in connection with the DIP financing.

                        Tax Lot 150

The St. Elizabeth Ann's Center main building is located directly
adjacent to the Bayley Seton Campus.  SEA desires to expand its
neuro-behavioral rehabilitation program and the only viable
option is for SEA to expand the existing facility on the site of
the parking lot.

The Purchase Price for Tax Lot 150 is $11,363,263.

The transformers situated at Tax Lot 150 will be decommissioned
and removed, any impacted soils remediated and any associated
utility lines relocated by and at the sole cost of Chait, subject
to closing on the sale of the Chait Parcel.

                     Tax Lots 1 and 25

The Salvation Army has agreed to purchase Tax Lot 25, subject to
the Department of Defense's approval of the sale.  In the
interim, SVCMC will continue to own Tax Lot 1 and lease the
premises to Richmond University Medical Center for the continued
operation of programs associated with the acquisition of SV
Staten Island, the continued operation of the program operated by
SEA, and a School of Nursing operated by SVCMC.

TSA intends to develop between 250 and 400 units of housing for
the elderly on Tax Lot 1.  Residents of the housing will be
encouraged to avail themselves of the support and recreational
services provided a community center, the "Kroc Center," to be
developed on Tax Lot 25.

The Purchase Price for Tax Lots 1 and 25 is $21,900,840.  At
closing, Purchaser will receive a credit of $12,500,000 in
consideration of its agreement to assume liability for, and
undertake environmental remediation.

TSA is assuming the remediation obligations and liabilities
relating to all Environmental Conditions at the premises.
Notwithstanding, SVCMC will perform a discrete portion of the
remediation relating to a petroleum spill around underground
storage tanks located on Tax Lot 1.

If, on or prior to the Final Closing Date, SVCMC has not      
received written documentation from the Defense Dept. confirming
its continued status as a Designated Provider of U.S. Family
Health Plan services for the Staten Island region and that the
conveyance of the fee simple interest in Tax Lot 1 to Purchaser
will not jeopardize that status, SVCMC may elect to deliver to
Purchaser, in lieu of a deed, a ground lease for the premises.

                      Tax Lot 200

Chait was formed in May 2007 to authorize SVCMC to incorporate a
wholly owned subsidiary that will accept grant monies from the
New York State Office of Mental Health, in connection with that
subsidiary's purchase of the premises of two community residence
centers currently located in "Building #3" of the Bayley Seton
Campus.  OMS has already approved the funding for the acquisition
as well as the costs of removing the contaminated electrical
transformers and performing related utility work at the premises.

The Purchase Price for Tax Lot 200 is $1,600,000.

The transformers on the adjacent Tax Lot 150 will be
decommissioned and removed, any impacted soils remediated and any
associated utility lines relocated by and at the sole cost of
Chait, subject to closing on the sale of the Chait Parcel.

The proceeds from the sale of Bayley Seton have been factored
into the payments required to be made on the effective date of a
Chapter 11 plan to various creditors of the Debtors, Mr. Magaliff
adds.

The Court will convene a hearing on August 21, 2007, to consider
the Debtors' request.  Any objection to the Bayley Seton
transactions must be filed with the Court by August 15.

                        About Saint Vincent's

Based in New York City, Saint Vincent's 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.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.  
(Saint Vincent Bankruptcy News, Issue No. 60  Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


SAINT VINCENT'S: Court Approves 2007 GE Company Services Pact
-------------------------------------------------------------
Saint Vincent's Catholic Medical Centers of New York and its
debtor-affiliates obtained authority from the U.S. Bankruptcy
Court for the Southern District of New York to enter into a
company services agreement with General Electric Company.

In October 2004, the Debtors entered into a CompreCare Agreement
with General Electric Company, acting through its GE Healthcare
and GE Medical Systems Division.  Under the CompreCare Agreement,
GE provided the Debtors with radiological and imaging equipment,
like CT, MRI, X-ray and sonogram equipment.

The Debtors paid approximately $4,700,000 per year under the 2004
Agreement, Frank A. Oswald, Esq. at Togut, Segal & Segal LLP, in
New York, relates.

The 2004 Agreement will expire on December 31, 2009.

In light of the Debtors' divestiture of three medical facilities,
Saint Vincents Staten Island, Mary Immaculate, and Saint John's
Queens Hospital, they no longer required GE's services at the
divested facilities, Mr. Oswald tells the Court.

Thus, towards the end of 2006, the Debtors and GE renegotiated
the terms of the 2004 Agreement.  In March 2007, the parties
ultimately agreed on the terms of a new agreement.

The 2007 Agreement recognizes that since January 1, 2007, GE has
allowed the Debtors to pay a reduced rate reflecting divestiture
of the three facilities.  

The 2007 Agreement also provides that:

  (a) the Debtors will pay approximately $1,700,000 per year for
      GE's services;

  (b) GE will use commercially reasonable efforts to obtain
      replacement parts within 24 hours or less and provide
      software update for equipment at no charge; and

  (c) the 2004 Agreement is terminated and GE will not have a
      claim for termination.

                       About Saint Vincent's

Based in New York City, Saint Vincent's 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.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.  
(Saint Vincent Bankruptcy News, Issue No. 60  Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


SANITARY AND IMPROVEMENT: Judge Mahoney Confirms Adjustment Plan
----------------------------------------------------------------
The Honorable Timothy J. Mahoney of the United States Bankruptcy
Court for the District of Nebraska confirmed Sanitary and
Improvement District #425's Plan of Adjustment.

As reported in the Troubled Company Reporter on March 22, 2007,
the Debtor, a municipal corporation, is responsible for the
construction of public improvements, like roads and utilities,
within its geographic boundaries.

The Debtor informed the Court it is not currently solvent, but it
believes the tax base of the District will increase as it
continues to develop and as new construction proceeds.

The general goal of the Plan is three-fold:

   (1) the Plan allows the District to continue operating;

   (2) the Plan maintains the quality of life of the residents of
       the District, in turn fostering new construction and
       creating additional income for the District; and

   (3) the continued operation of the District, together with the
       increased income of the District, should be used in any
       way possible to repay each and every creditor of the
       District.

The District has four distinct classes of creditors:

   (a) all holders of administrative claims will be paid in full,
       either from available funds or in the form of general fund
       warrants;

   (b) general fund warrant holders will be paid in accordance
       with the terms of the warrants issued;

   (c) general obligation bonds will be paid in full, with
       principal and interest;  and

   (d) outstanding construction fund warrants will be cancelled
       and construction fund warrant holders will be provided
       with Class B bonds, which may continue to receive payments
       for as long as 30 years.  The Class B bonds allow the
       opportunity for current construction fund warrant holders
       to be paid most or all of their debt, including past and
       future interest.

Construction fund warrant holders are the only creditors required
to exchange the securities they currently hold under the Plan.  
They are the only class of creditors required to approve the Plan.  
Construction fund warrant holders will be provided a ballot to
select their approval or disapproval of the Plan.  The Plan, if
approved by one-half in number and two-thirds in value of those
construction fund warrant holders voting, will likely be confirmed
by the Bankruptcy Court.

Headquartered in Omaha, Nebraska, Sanitary and Improvement
District #425 of Douglas County, Nebraska filed for chapter 9
protection on Oct. 26, 2005 (Bankr. D. Nebr. Case No. 05-85871).  
Mark James LaPuzza, Esq., at Pansing Hogan Ernst & Bachman, LLP,
represents the Debtor in its restructuring efforts.  William L.
Biggs, Jr., Esq., at Gross & Welch, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets between
$500,000 to $1 million and estimated debts between $10 million
to $50 million.


SENSATA TECHNOLOGIES: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Sensata Technologies B.V.'s B2
corporate family rating in response to the company's issuance of
GBP141 million ($195 million) senior subordinate term loan and use
of cash on hand to acquire Airpax Holdings, Inc. for $276 million,
including fees and expenses.

At the same time, Moody's upgraded Sensata's senior secured credit
facility to Ba3 and its $450 million unsecured notes to B3.  The
rating of the subordinate notes remains at Caa1.  The outlook is
negative.

Sensata's B2 corporate family rating reflects its strong
competitive position, long-standing customer relationships,
significant barriers to competitive entry, and stable free cash
flow generation.  The company continues to benefit from the
favorable trends in increased sensor content per unit for many of
its customers' products.  Yet, these strengths are balanced
against the company's high leverage.  For 2006 adjusted
debt/revenues was almost 200%.  While the Airpax acquisition will
increase the company's revenue and earnings, it will also increase
the company's debt levels.  Sensata's increasing levels of debt
and cash interest payments could stress its credit metrics and
hinder the company's financial flexibility in a downturn.

The negative outlook reflects Sensata's willingness to pursue
relatively large debt-financed acquisitions that add significantly
more incremental debt while increasing the company's overall
leverage.  This strategy is a departure from Moody's expectations
incorporated into the existing B2 corporate family rating, which
included small to modest acquisitions.  Furthermore, Sensata must
contend with integrating a sizeable company in addition to its
previous acquisitions while operating as a stand-alone entity.
Additionally, correcting material weaknesses identified by
management in order to comply with SEC filing requirements adds
additional uncertainty.

The ratings for the company's debt instruments reflect the overall
probability of default of the company, to which Moody's assigns a
probability of default rating of B2.  The one notch upgrade of the
company's senior secured credit facility and unsecured notes
reflects a lower expected loss driven largely by the additional
junior capital provided by the GBP195 million term loan; on a
relative basis, the existing debt has a more senior position in
the company's capital structure because of the increase in
subordinate debt.  The term loan will have substantially the same
terms and conditions as the company's existing subordinate notes.
Moody's does not rate this term loan.

These ratings/assessments were affected by the action:

-- Corporate family rating affirmed at B2;

-- Probability-of-default rating affirmed at B2;

-- $1.5 billion (equivalent) senior secured credit facility
    upgraded to Ba3 (LGD2, 29%) from B1 (LGD3, 33%);

-- $450 million senior unsecured notes due 2014 upgraded to B3
    (LGD5, 75%) from Caa1 (LGD5, 82%);

Ratings affirmed/LGD assessments revised:

-- GBP245 million senior subordinate notes due 2016 at Caa1
    (LGD6, 91%) from Caa1 (LGD6, 93%).

The company's speculative grade liquidity rating of SGL-2 is
unchanged.

Sensata, incorporated under the laws of The Netherlands and
headquartered in Attleboro, Massachusetts, designs and
manufactures sensors and electronic controls.  Sensata operates in
many countries with manufacturing operations in the Americas,
Europe and Asia.


SNOWMASS LC: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Snowmass, L.C.
        c/o Gary B. Stanford
        1250 East 3900 South, Suite 310
        Salt Lake City, UT 84124

Bankruptcy Case No.: 07-23458

Chapter 11 Petition Date: July 27, 2007

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Anna W. Drake, Esq.
                  Anna W. Drake, P.C.
                  215 South State Street, Suite 550
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's List of its Three Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Lester Baker                   Engineering Services        $14,200
6030 South 2400 East
Ogden, UT 84403

Ogden City Utilities           Weed Removal Services        $5,000
P.O. Box 30603
Salt Lake City, UT 84130-0603

Rocky Mountain Power           Utilities                    $1,200
P.O. Box 25308
Salt Lake City, UT 84125


STELCO INC: June 30 Balance Sheet Upside-Down by $108 Million
-------------------------------------------------------------
Stelco Inc.'s balance sheet showed total assets of $2.7 billion,
total liabilities of $2.8 billion, and total stockholders' deficit
of $108 million at June 30, 2007.

The company reported net loss of $41 million for the second
quarter ended June 30, 2007, compared to a net loss of $39 million
for the first quarter.  The company reported net sales of
$717 million for the second quarter of 2007.

                    Second Quarter Highlights

Hamilton operations achieved record productivity levels in
        the second quarter assisted by the shutdown of
older                    
        facilities and a workforce reduction of about 400
        employees.

     -  As previously disclosed, the company entered into an
        agreement to sell its interest in the Wabush mine.

Rodney Mott, president and chief executive officer, commented,
"Although many of the choices we have made were difficult, we have
already seen positive benefits from these actions. These changes
will help Stelco continue to improve financial performance and
service to our customers."

                    Strategic Initiatives

On June 1, 2007, the company confirmed that it is reviewing
strategic options for Stelco in light of the ongoing consolidation
of the steel industry.  The company has appointed a special
committee of directors and financial advisors to assist in this
review, which includes the evaluation of possible transactions
relating to the sale of all or part of the company.  There is no
assurance that a transaction will result from these discussions or
as to the timing, structure or terms of any transaction.

                          Outlook

Mr. Mott said, "The realization of ongoing cost reduction programs
should allow Stelco to continue to improve future results, even
with slowdowns at some of our key market sectors and pressure on
pricing."

The company will continue to transition the Hamilton Steel
operation into a lower cost producer.  The many initiatives
undertaken thus far, including the closure of outdated and
inefficient operations and the focus on semi-finished and value
added products, have shown promising results that are expected to
continue moving forward.

                        About Stelco

Stelco Inc. (TSX: STE) -- http://www.stelco.ca/-- is one of
Canada's largest steel companies.  It is focused on its two
Ontario-based integrated steel businesses located in Hamilton and
in Nanticoke.  These operations produce high quality value-added
hot rolled, cold rolled, coated sheet and bar products.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.  The Court extended the stay period
under Stelco's Court-supervised restructuring from Dec. 12, 2005,
until March 31, 2006.  The company emerged from its court-
supervised restructuring on March 31, 2006.


STONERIDGE INC: Defers Entry Into $200 Mil. Term Loan Facility
--------------------------------------------------------------
Stoneridge Inc. has indefinitely postponed its intent to enter
into a new $200 million senior secured term loan facility, as a  
result of unfavorable market conditions.

Credit Suisse and Deutsche Bank Securities Inc. were to act as
joint book runners and joint lead arrangers for the $200 million
senior secured term loan.

As a result of the postponement of the $200 million term loan, the
company has terminated its tender offer to purchase for cash any
and all of the $200 million in outstanding principal amount of its  
11 1/2% Senior Notes due 2012 (CUSIP No. 86183PAD4).  

All Notes tendered in the tender offer and consent solicitation
will be returned promptly to the respective holders thereof
without any action required on the part of the holders. No tender
offer consideration or consent payment will be paid on any of the
tendered Notes.

Credit Suisse is acting as the dealer manager for the tender offer
and as solicitation agent for the consent solicitation, and they
can be contacted at (212) 325-7596 (collect).

Global Bondholder Services Corporation is acting as Depositary and
Information Agent, and can be contacted at (212) 430-3774 (for
banks and brokers only) or (866) 612-1500 (for all others  
toll-free).

The company reserves the right to make a new tender offer at a
later date if market conditions become more favorable.

                     About Stoneridge Inc.

Headquartered in Warren, Ohio, Stoneridge Inc. --
http://www.stoneridge.com/-- is an independent designer and   
manufacturer of highly engineered electrical and electronic
components, modules and systems principally for the automotive,
medium- and heavy-duty truck, agricultural and off-highway vehicle
markets.

                       *     *     *

As reported in the Troubled Company Reporter on July 19, 2007,
Moody's Investors Service assigned a B1 rating to Stoneridge,
Inc.'s new senior secured term loan.  In a related action, Moody's
affirmed Stoneridge's Corporate Family, B1; and Probability of
Default Ratings, B1.  The rating outlook is negative.


STRUCTURED INVESTMENTS: Moody's Cuts S. 2005-5 Notes Rating to B2
-----------------------------------------------------------------
Moody's Investors Service lowered the rating on this note issued
by Structured Investments Corporation III 2005-5:

-- $10,000,000 Series 2005-5 Notes Due 2015

Prior Rating: Baa3 on watch for possible downgrade

Current Rating: B2

According to Moody's, the rating action reflects the overall
deterioration in the credit quality of the underlying reference
pool.


STRUCTURED INVESTMENTS: Moody's Cuts S. 2005-7 Notes Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service lowered the rating on the following note
issued in 2005 by Structured Investments Corporation III 2005-7:

-- $ 25,000,000 Series 2005-7 Notes Due 2015

Prior Rating: Baa3, on watch for possible downgrade

Current Rating: Ba3

According to Moody's, the rating action reflects the overall
deterioration in the credit quality of the underlying reference
pool.


SUN MICROSYSTEMS: Earns $473 Million in Fiscal Year Ended June 30
-----------------------------------------------------------------
Sun Microsystems Inc. reported results yesterday for its fourth
quarter and full fiscal year, which ended June 30, 2007, exceeding
its operating margin target, improving gross margin and delivering
another sequential quarter of profit.

Net income for the fourth quarter of fiscal 2007 on a GAAP basis
was $329 million.  For the full fiscal year, net income was
$473 million, as compared with a net loss of $864 million for
fiscal 2006.

Revenues for the fourth quarter of fiscal 2007 were
$3.83 billion.  For the full fiscal year, the company reported
revenues of $13.87 billion, an increase of 6.2 percent over fiscal
year 2006.  Total gross margin as a percent of revenues for the
fourth quarter was 47.2 percent, and gross margin for the full
fiscal year was 45.2 percent, an increase of 2.1 percentage points
over fiscal year 2006.  Operating margin for the fourth quarter
was 8.5 percent.

Cash generated from operations for the fourth quarter of fiscal
2007 was $564 million, and cash and marketable debt securities
balance at the end of the quarter was approximately $5.9 billion.

“With a solid strategy and consistent execution, we delivered on
our commitment to achieve at least 4 percent operating margin in
the fourth quarter.  This milestone marks significant progress
toward our longer-term growth plan of at least 10 percent
operating margin for the full fiscal year 2009," said Jonathan
Schwartz, president and chief executive officer if Sun
Microsystems.  "The Solaris(TM) 10 Operating System continues to
fuel opportunity for us and our partners, allowing customers to
leverage built-in virtualization to harvest more value from their
datacenters, without the unnecessary expense of separate software
licenses."

At June 30, 2007, the company's unaudited consolidated balance
sheet showed $15.8 million in total assets, $8.6 million in total
liabilities, and $7.2 million in total stockholders' equity.

                      About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: SUNW) -- http://www.sun.com/-- provides network   
computing infrastructure solutions that include computer systems,
data management, support services and client solutions and
educational services.  It sells networking solutions, including
products and services, in most major markets worldwide through a
combination of direct and indirect channels.

Sun Microsystems conducts business in 100 countries around the
globe, including Latin America: Chile, Colombia, Brazil,
Argentina, Mexico and Venezuela.

                        *     *     *

Sun Microsystems Inc.'s 7.65% Senior Notes due Aug. 15, 2009,
carry Moody's Investors Service's Ba1 rating and Standard & Poor's
BB+ rating.


UCG PAPER: Moody's Places Corporate Family Rating at B3
-------------------------------------------------------
Moody's Investors Service assigned UCG Paper Crafts, Inc. a B3
corporate family rating.  Moody's also assigned a B1 rating to
UCG's proposed first lien senior secured credit facilities and a
Caa2 rating to its second lien term loan.

GTCR Golder Rauner through its portfolio company UCG entered into
a definitive agreement to acquire a cake decorating company and a
scrapbooking company.  UCG will use proceeds from the credit
facilities and new mezzanine discount notes (not rated -- issued
by UCG Paper Crafts Holdco, Inc.) to fund the acquisitions and
refinance its existing debt.  This is a first time rating for the
company.  The ratings outlook is stable.  The ratings are subject
to review of final documentation.

These ratings were assigned:

UCG Paper Crafts, Inc.

-- Corporate family rating at B3;

-- Probability-of-default rating at B3;

-- $65 million senior secured revolving credit facility due 2013,
    at B1 (LGD 3, 32%);

-- $585 million first lien senior secured term loan due 2014, at
    B1 (LGD 3, 32%);

-- $225 million second lien senior secured term loan due 2015, at
    Caa2 (LGD 5, 81%).

UCG's B3 corporate family rating is driven by its high leverage
with debt exceeding sales, thin interest coverage, the full
purchase multiples for these largely debt-funded acquisitions,
material integration risk as three organizations are combined into
one, the likelihood that integration spending will compress cash
flows over the near-term, and longer term acquisition risk as the
company seeks to consolidate the fragmented crafts industry.

The rating also considers the company's participation in a highly
competitive industry that could be susceptible to changes in
discretionary spending and consumer tastes.  Notwithstanding these
risks, UCG's rating is supported by its leading position in the
niche cake decorating and scrapbooking markets, its meaningful
scale relative to other crafting competitors, and the strong
strategic rationale for the acquisitions given the complementary
nature of the products and customer base.

The rating also recognizes the company's significant investments
in information technology and logistics, strong brand recognition
among its target customers, access to low cost sourcing via its
Asian suppliers, strong historical growth trends in the cake
decorating business, the potential for significant cost savings,
and its good pro forma EBITA margins.

The stable outlook reflect Moody's expectation that UCG will not
encounter any material challenges as it absorbs the two
acquisitions into its operations, that it will realize synergies,
and it will refrain from any additional acquisitions in the near-
term.  The outlook also reflects Moody's expectation that the
company's credit metrics will improve from initial pro forma
levels.

Headquartered in Clifton, New Jersey, UCG Paper Crafts, Inc. is a
leading provider of food and paper crafting products, and
specialty housewares.  Pro forma revenue approached $600 million
for the twelve months ended Dec. 31, 2006.


UNIVERSAL COMPRESSION: Schedules Cash Distribution on August 14
---------------------------------------------------------------
Universal Compression Partners L.P. disclose a cash distribution
of $0.35 per unit, or $1.40 per unit on an annualized basis,  
payable on Aug. 14, 2007, to unitholders of record at the close of
business on Aug. 9, 2007.  The distribution covers the time period
from April 1, 2007, through June 30, 2007.

Universal Compression Partners completed its acquisition from
Universal Compression Holdings of a fleet of compressor units and
associated customer contracts for approximately $233 million in
early July.

As a result of this acquisition, cash distributions for the third
quarter of 2007, are expected to increase by approximately  
$0.0375 to $0.05 per unit, or approximately $0.15 to $0.20 per
unit on an annualized basis.

Universal Compression Partners was formed by Universal Compression
Holdings to provide natural gas contract compression services to
customers throughout the United States.  Universal Compression
Holdings owns approximately 51% of Universal Compression Partners.

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

                          *     *     *

Standard & Poor's rated Universal Compression Holdings' long term
foreign and local issuer credit BB.  The outlook is stable.


WADDILL'S MARKETS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Waddill's Markets, Inc.
        dba Express Lane
        3440-L West Division
        Springfield, MO 65802

Bankruptcy Case No.: 07-61088

Type of business: The Debtor owns and operates convenience stores.

Chapter 11 Petition Date: July 27, 2007

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  Moon, Plaster & Sweere, L.L.P.
                  3275 East Ridgeview Street, Suite C
                  Springfield, MO 65804
                  Tel: (417) 862-3704
                  Fax: (417) 862-1936

Total Assets: $1,388,256

Total Debts:  $3,873,308

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ozarks Petroleum                                         $885,000
3440-L.W. Division
Springfield, MO 65802

Express Lane Properties,                                 $260,000
L.L.C.
3440-L.W. Division
Springfield, MO 65802

Conoco-Phillips                                          $189,000
1310 Plaza Office Building
315 South Johnstone
Bartlesville, OK 74004

D.D.&L. Investments                                       $95,000

Pepsi-Cola General Bottlers                               $75,000

Ozarks News Distr., Inc.                                  $41,733

Boyd Coffee Co.                                           $36,230

Herschend Family Entertainment                            $33,264
Corp.

Krispy Kreme                                              $31,520

Sam's Club                                                $31,039

Banta Foods                                               $20,651

Coca-Cola/Dr. Pepper                                      $20,000

Borden Dairy Products                                     $18,087

The Newsleader                                            $16,817

Impulse Plus, Inc.                                        $13,246

Kim L. Haase                                              $10,500

United Holding, L.L.C.                                     $9,889

Landshire, Inc.                                            $8,985

Discount Tobacco                                           $8,431
Warehouse

Evelyn L. Williams                                         $7,598


WELLS FARGO: Fitch Rates $3.955 Million Class B-5 Certs. at B
-------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2007-11,
are rated by Fitch Ratings as:

  -- $3,816,390,689 classes A-1 through A-99, A-PO, and A-R 'AAA'
     (senior certificates);
  -- $79,096,000 class B-1 'AA';
  -- $23,729,000 class B-2 'A';
  -- $15,819,000 class B-3 'BBB';
  -- $7,910,000 class B-4 'BB'; and
  -- $3,955,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.50%
subordination provided by the 2.00% class B-1, the 0.60% class B-
2, the 0.40% class B-3, the 0.20% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.20% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination. Class B-
6 is not rated by Fitch.

This transaction contains certain classes designated as
Exchangeable REMIC certificates and Exchangeable Certificates.

Exchangeable REMIC Certificates: A-10, A-11, A-12, A-13, A-14, A-
15, A-16, A-17, A-18, A-37, A-38, A-39, A-40, A-41, A-42, A-43, A-
44, A-50, A-51, A-52, A-53, A-54, A-55, A-56, A-57, A-58, A-59, A-
61, A-62, A-64, A-64, A-65, A-66, A-67, A-69, A-70

Exchangeable Certificates: A-1, A-45, A-46, A-47, A-48, A-49, A-
60, A-63, A-71, A-72, A-73, A-74, A-75, A-76, A-77, A-78, A-79, A-
80, A-81, A-82, A-83, A-84, A-85, A-86, A-87, A-88, A-89, A-90, A-
91, A-92, A-93, A-94, A-95, A-96 and A-97

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.  The classes of offered exchangeable
REMIC certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered exchangeable REMIC certificates and
exchangeable certificates in any combination may be exchanged only
in the proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A. ([WFB]; rated 'RPS1' by
Fitch).

The transaction consists of 6,520 fixed interest rate, first lien
mortgage loans, with an original weighted average term to maturity
of approximately 30 years.  The aggregate unpaid principal balance
of the pool is $3,954,809,376 as of July 1, 2007, and the average
principal balance is $606,566.  The weighted average original
loan-to-value ratio of the loan pool is approximately 73.15%.  The
weighted average coupon of the mortgage loans is 6.354%, and the
weighted average FICO score is 749.  The states that represent the
largest geographic concentration are California (33.74%), New York
(7.92%), Virginia (6.82%), and Maryland (5.32%).  All other states
represent less than 5% of the outstanding balance of the pool.


WENDY'S INT'L: Triarc Wants $37-$41 Per Share Offer Considered
--------------------------------------------------------------
Nelson Peltz, chairman of Triarc Companies Inc., sent a letter
Monday to Wendy's International Inc. asking the special committee
working on Wendy's sale to consider his company's purchase offer.

In his letter, Mr. Peltz dislosed that Triarc's offer could range
from $37.00 to $41.00 per share, which could increase further
depending on due diligence results.

Mr. Peltz noted that Triarc, as a natural, strategic buyer for
Wendy's, should be encouraged to participate in the sale process.
He suggested that the special committee execute a confidentiality
agreement not later than 5:00 p.m. today (Aug. 1, 2007).

                       About Triarc Companies

New York-based Triarc Companies Inc. -- http://www.triarc.com--  
(NYSE: TRY, TRY.B) is a holding company and, through its
subsidiaries,
is the franchisor of the Arby's restaurant system and the owner of
approximately 94% of the voting interests, 64% of the capital
interests and at least 52% of the profits interests in Deerfield &
Company LLC, an asset management firm.  

                           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.

Wendy's 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
current
quarter, down 0.2%, compared to $634.1 million in the same period
last year.  As of June 30, 2007, it had total assets of $1.8
billion,
total liabilities of $1 billion, and total stockholders' equity of
$766.4 million.

                           *     *     *

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.


WERNER LADDER: Levine Leichtman Wants to Prosecute Claims
---------------------------------------------------------
Levine Leichtman Capital Partners III, L.P., one of the investors
for New Werner Holdings Co. (DE), LLC, tells the U.S. Bankruptcy
Court for the District of Delaware that it generally supports the
Official Committee of Unsecured Creditors' request to convert the
Debtors' Chapter 11 cases to a case under Chapter 7 of the
Bankruptcy Code.

However, Levine Leichtman wants to ensure that it is able to
fully investigate and prosecute certain claims as required under
its stipulation with Milk Street Investors LLC, the Creditors
Committee, the Debtors, New Werner and the Ad Hoc Second Lien
Committee.

Pursuant to the Stipulation, Levine Leichtman was appointed as
the litigation designee to prosecute estate causes of action on
behalf of, and for the benefit of, the Debtors' estates, and to
fund ligation.  Levine Leichtman was also allowed to gather from
the Debtors all documents relating to the causes of action.

On Levine Leichtman's behalf, Gaston P. Loomis II, Esq., at Reed
Smith LLP, in Wilmington, Delaware, relates that the Creditors
Committee has provided its work product to Levine Leichtman
pursuant to a common interest and joint privilege agreement, as
well as about 20 boxes of documents produced by the Debtors and
other third parties.

In light of the authority granted to it under the Stipulation,
Levine Leichtman is serving subpoenas on the Debtors and their
representatives to obtain all documents relating to the
litigation causes of actions or claims to which the investor is
entitled.

Under the Stipulation , which provides, among other things for
the creation of a Litigation Trust, Levine Leichtman or its
designee is appointed as the Litigation Designee  to prosecute
and fund causes of action on behalf of, and for the benefit of
the Debtors' estates.

As Litigation Designee, Levine Leichtman will gather from the
Debtors and their representatives all documents relating to
causes of action.

Accordingly, Levine Leichtman insists that it must have access to
all the documents to which it is entitled, with those documents
to be delivered to it in a timely manner.

Levine Leichtman believes that a significant portion of the
requested documents have already been assembled in connection
with document requests propounded by the Creditors Committee
under Rule 2004 of the Federal Rules of Bankruptcy Procedure.

Consequently, there will be no undue burden on any party in
turning over to Levine Leichtman the documents required under the
Stipulation, Mr. Loomis says.

                 Committee's Motion to Convert

As reported in the Troubled Company Reporter on July 23, 2007, the
Creditors Committee asked the Court to convert the Debtors'
Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code.

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

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

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

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

                     About Werner Holding Co.

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

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  On June 19, 2007,  
the Creditors Committee submitted their own chapter 11 plan and  
disclosure statement explaining that plan.  The hearing to
consider the adequacy of the Creditors' Committee's Disclosure
Statement has been adjourned to August 23, 2007.  (Werner Ladder
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000).


WESTERN UNION: June 30 Balance Sheet Upside-Down by $86 Million
---------------------------------------------------------------
The Western Union Company reported $5.3 billion in total assets,
$5.4 billion in total liabilities, and $86 million in total
stockholders' deficit as of June 30, 2007.

The company held cash and cash equivalents of $1.5 billion as of
June 30, 2007, up from cash and cash equivalents of $1.4 billion
as of Dec. 31, 2006.

Total revenue for the second quarter ended June 30, 2007, was
$1.2 billion, up 8% from last year's second quarter.  Operating
income was $323 million and the operating income margin was 27%
compared to 29% in last year's second quarter.  Both operating
income and operating income margin were impacted by $10 million of
incremental independent public company expenses compared to
$2 million in the second quarter of 2006.  Net income for the
second quarter of 2007 was $205 million and was impacted by
$47 million in incremental pre-tax interest expense compared to
the second quarter of 2006.  The effective tax rate for the
quarter was 31% down from 32% in the second quarter of 2006.

Total revenue for the six months ended June 30, 2007, was
$2.3 billion, up 8% from last year's first half total revenue.  
The company had net income of $397.7 million for the first six
months of 2007, down 9% from net income of $438.7 million for the
first six months of 2006.

During the second quarter, Western Union repurchased 7.8 million
shares for $168 million at an average cost of $21.61 per share.
Western Union has now repurchased a total of 13.8 million shares
for more than $300 million and has nearly $700 million remaining
under its board-authorized repurchase plan.

Commenting on the quarter, president and chief executive officer
Christina Gold said, "We are pleased to deliver second quarter
financial results that are in-line with our expectations and are
consistent with our full-year guidance.  I am particularly
encouraged that in our Mexico business we have achieved
transaction acceleration throughout the quarter.

"The international consumer-to-consumer business delivered another
strong quarter with revenue growth of 14% on transaction growth of
20%," Ms. Gold continued.  "In fact, Western Union expects to
generate nearly $2.5 billion in revenue during 2007 from a subset
of our international business, those transactions that originate
outside of the United States. This group of transactions grew even
faster, posting 21% revenue growth and 29% transaction growth."

                       About Western Union

The Western Union Company (NYSE: WU) --
http://www.westernunion.com/-- provides a range of money transfer   
and bill payment services worldwide.  It offers various consumer-
to-consumer money transfer services, primarily through a network
of third-party agents using multi-currency and real-time money
transfer processing systems.


WILSON SPRINGS: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Wilson Springs Ranch, Inc.
        4140 East Baseline Road, Suite 101
        Mesa, AZ 85206
        Tel: (480) 580-2953

Bankruptcy Case No.: 07-23486

Chapter 11 Petition Date: July 30, 2007

Court: District of Utah (Salt Lake City)

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Clark Real Estate Co.          real property;          $8,100,000
1111 Yellowstone Avenue        value of security:
Pocatello, ID 83201            $2,620,000


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Aug. 2, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA-SA Board Meeting
        Deloitte Place, Sandton, South Africa
           Contact: http://www.turnaround.org/

Aug. 3, 2007
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     Women's Spa Event
        Short Hills Hilton, Livingston, New Jersey
           Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 9, 2007  
  BEARD AUDIO CONFERENCES
     Technology as a Competitive Advantage For Today's Legal
Processes
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

Aug. 9-11, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     3rd Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 9, 2007
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     Brown Bag Lunch
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Aug. 10, 2007
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Aug. 10, 2007
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     Body of Knowledge - CTP Review Class
        Chicago, Illinois
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Aug. 16, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Colorado Chapter Annual Brew Pub & Pool Social
        Wynkoop Brewing Company, Denver, Colorado
           Contact: 303-847-5026 or http://www.turnaround.org/

Aug. 16, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Young Professionals Networking Event
        TBA, Philadelphia, Pennsylvania
           Contact: 215-657-5551 or http://www.turnaround.org/

Aug. 17, 2007
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     Annual Fishing Trip
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           Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 23-26, 2007
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Drake Hotel, Chicago, Illinois
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Aug. 24, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
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           Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Healthcare Panel
        Centre Club, Tampa, Florida
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Aug. 29-30, 2007
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     3rd Annual Northeast Regional Conference
        Gideon Putnam Resort and Spa, Saratoga Springs,
           New York
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Sept. 6, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Sept. 6-7, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Complex Financial Restructuring Program
        Four Seasons, Las Vegas, Nevada
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Sept. 6-8, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     15th Annual Southwest Bankruptcy Conference
        Four Seasons, Las Vegas, Nevada
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Sept. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Networking at the Yards
        Oriole Park at Camden Yards, Baltimore, Maryland
           Contact: 215-657-5551 or http://www.turnaround.org/

Sept. 14, 2007
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     Body of Knowledge - CTP Review Class
        Chicago, Illinois
           Contact: http://www.turnaround.org/

Sept. 18, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     14th Annual Connecticut Children's Medical Center
        Fundraiser Golf Outing
           Woodbridge Country Club, Woodbridge, Connecticut
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Sept. 19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Buying and Selling Troubled Companies
        Marriott North, Fort Lauderdale, Florida
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Sept. 20, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Lean Transformation at Current and Other Case Studies
        Denver Athletic Club, Denver, Colorado
           Contact: http://www.turnaround.org/

Sept. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Retail Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

Sept. 26, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Joint Educational & Networking Reception
        TBD, New Jersey
           Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 26-27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Florida Annual Golf Tournament
        Tampa, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        TBA, Arizona
           Contact: http://www.turnaround.org/

Sept. 27-30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     8th Annual Cross Border Business
        Restructuring & Turnaround Conference
           Contact: http://www.turnaround.org/

Oct. 2, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Bridgewater, New Jersey
           Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 4, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Oct. 5, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center
           Washington, District of Columbia

Oct. 9-10, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
     CONFEDERATION
        IWIRC Annual Fall Conference
           Orlando, Florida
              Contact: http://http://www.iwirc.org//

Oct. 10-13, 2007
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     81st Annual National Conference of Bankruptcy Judges
        Contact: http://www.ncbj.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Winn Dixie Bankruptcy
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 12, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Presentation by George F. Will: The Political Argument Today
        Orlando, Florida
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Oct. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     ABI Educational Program at NCBJ
        Orlando World Marriott, Orlando, Florida
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Copley Place
           Boston, Massachussets
              Contact: 312-578-6900; http://www.turnaround.org/

Oct. 23, 2007
  BEARD AUDIO CONFERENCES
     Partnerships in Bankruptcy
        Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Capital Markets Case Study
        Seattle, Washington
           Contact: http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Oct. 26, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Hotel Adlon Kempinski, Berlin, Germany
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        Centre Club, Tampa, Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
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        Centre Club, Tampa, Florida
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Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Hackensack, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        Marriott, Troy, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Mixer
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Aloha Airlines Story
        Bankers Club, Miami, Florida
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Australia 4th Annual Conference and Gala Dinner
         Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Dinner
        TBA, South Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Portland Holiday Party
        University Club, Portland, Oregon
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 22, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Mixer
        TBA, Vancouver, British Columbia
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Real Estate Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

Nov. 29, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Holiday Gala
        Yale Club, New York, New York
           Contact: http://www.iwirc.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        TBD, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Dec. 6, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Seattle Holiday Party
        Athletic Club, Seattle, Washington
           Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Westin Mission Hills Resort, Rancho Mirage, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     South Florida Dinner
        TBA, South Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Mar. 25-29, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Ritz Carlton Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Apr. 3-6, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     26th Annual Spring Meeting
        The Renaissance, Washington, District of Columbia
           Contact: http://www.abiworld.org/

Apr. 25-27, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Spring Seminar
        Eldorado Hotel & Spa, Santa Fe, New Mexico
           Contact: http://www.nabt.com/

May 1-2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Debt Symposium
        Hilton Garden Inn, Champagne/Urbana, Illinois
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     24th Annual Bankruptcy & Restructuring Conference
        J.W. Marriott Spa and Resort, Las Vegas, Nevada
           Contact: http://www.airacira.org/

June 12-14, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     15th Annual Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: http://www.abiworld.org/

July 10-13, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     16th Annual Northeast Bankruptcy Conference
        Ocean Edge Resort
           Brewster, Massachussets
              Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     4th Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 16-19, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Southeast Bankruptcy Workshop
        Ritz-Carlton, Amelia Island, Florida
           Contact: http://www.abiworld.org/

Aug. 20-24, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Captain Cook, Anchorage, Alaska
           Contact: http://www.nabt.com/

Sept. 24-27, 2008
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     National Conference of Bankruptcy Judges
        Scottsdale, Arizona
           Contact: http://www.ncbj.org/

Oct. 28-31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott New Orleans, Louisiana
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     20th Annual Winter Leadership Conference
        Westin La Paloma Resort & Spa
           Tucson, Arizona
              Contact: http://www.abiworld.org/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
  2006 BACPA Library  
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com;
              http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
  BAPCPA One Year On: Lessons Learned and Outlook
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Calpine's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changes to Cross-Border Insolvencies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changing Roles & Responsibilities of Creditors' Committees
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Clash of the Titans -- Bankruptcy vs. IP Rights
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Coming Changes in Small Business Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Dana's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Deepening Insolvency – Widening Controversy: Current Risks,
     Latest Decisions
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Diagnosing Problems in Troubled Companies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Claims Trading
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Market Opportunities
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Real Estate under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Employee Benefits and Executive Compensation under the New
     Code
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Equitable Subordination and Recharacterization
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Fundamentals of Corporate Bankruptcy and Restructuring
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Handling Complex Chapter 11
     Restructuring Issues  
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Healthcare Bankruptcy Reforms
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  High-Yield Opportunities in Distressed Investing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Homestead Exemptions under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Hospitals in Crisis: The Insolvency Crisis Plaguing
     Hospitals Across the U.S.
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  IP Rights In Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  KERPs and Bonuses under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Partnerships in Bankruptcy: Unwinding The Deal
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Privacy Rights, Protections & Pitfalls in Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Real Estate Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Reverse Mergers—the New IPO?
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Second Lien Financings and Intercreditor Agreements
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Surviving the Digital Deluge: Best Practices in E-Discovery
     and Records Management for Bankruptcy Practitioners
        and Litigators
           Audio Conference Recording
              Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Technology as a Competitive Advantage For Today's Legal
Processes
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Twenty-Day Claims  
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Validating Distressed Security Portfolios: Year-End Price
     Validation and Risk Assessment
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  When Tenants File -- A Landlord's BAPCPA Survival Guide
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***