TCR_Public/070803.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, August 3, 2007, Vol. 11, No. 182

                             Headlines

ABLE ENERGY: Dec. 31 Balance Sheet Upside-Down by $251,704
ABITIBI CONSOLIDATED: Fitch Lowers Rating and Holds Neg. Outlook
AEGIS ASSET-BACKED: Fitch Junks Ratings on Seven Cert. Classes
AMEREN CORP: Fitch Revises Watch on Four IDR to Pos. from Neg.
ANDREW CORP: Inks Third Amendment to Credit Agreement

ATLANTIS PLASTICS: Covenants Default Cue S&P's Negative Watch
BAKER STONE: Case Summary & 17 Largest Unsecured Creditors
BALLY TOTAL: Wants Plan Confirmation Hearing Date Set
BALLY TOTAL: Gets Court Okay to Conduct Rights Offering
BANKVEST CAPITAL: Asks Court to Bar Postpetition Claim Filing

BAUSCH & LOMB: Advance Medical Withdraws Acquisition Bid
BEAZER HOMES: Denies Reports of Prospective Bankruptcy Filing
BEAZER HOMES: S&P Lowers Corporate Credit Rating to BB- from BB
BEST BRANDS: S&P Junks Corporate Credit Rating From B-
BROOKLYN HOSPITAL: Sells Property to 123 Parkside for $15 Million

CARRINGTON MORTGAGE: Fitch Cuts Rating on Class M-10 Certs. to BB
CELLEGY PHARMA: Posts $466,000 Net Loss in Quarter Ended June 30
CHARLES BECKER: Case Summary & 18 Largest Unsecured Creditors
CHARLES COLE: Voluntary Chapter 11 Case Summary
CHARTERHOUSE BOISE: Case Summary & 18 Largest Unsecured Creditors

CHASE COMMERCIAL: Fitch Holds Low-B Ratings on Three Cert. Classes
CITIGROUP COMM: Fitch Assigns Low-B Ratings on Six Cert. Classes
COLT DEFENSE: Weak Credit Protection Cues S&P's B Credit Rating
COMMONWEALTH EDISON: Fitch Puts Seven Ratings Under Pos. Watch
CREDIT SUISSE: Fitch Downgrades Ratings on 35 Certificate Classes

CREDIT SUISSE: Fitch Rates $2.64MM Class D-B-5 Certificates at B
CRYSTAL RIVER: Fitch Holds Low-B Ratings on Two Note Classes
E-SIM LTD: Losses Cue Kost Forer's Going Concern Doubt Opinion
EDS CORP: Earns $143 Million in Second Quarter of 2007
FIRST FRANKLIN: Fitch Lowers Ratings on 18 Certificate Classes

FREDERICK HAMPTON: Case Summary & 15 Largest Unsecured Creditors
GE CAPITAL: Cash Accumulation Prompts Fitch's Positive Watch
GILLESPIE CLO: S&P Puts BB- Prelim Rating on EUR15MM Cl. E Notes
GMAC COMMERCIAL: S&P Holds Low-B Ratings on 6 Cert. Classes
GOODYEAR TIRE: Completes Engineered Products Sale to Carlyle Group

GRAND PRIX: Case Summary & 55 Largest Unsecured Creditors
GRENADA: S&P Lifts Sovereign Credit Rating to B- from CCC+
GS MORTGAGE: Fitch Affirms BB+ Rating on $11.3MM Class B-2 Certs.
HEALTH MANAGEMENT: Earns $11.9 Million in Second Quarter 2007
HOLLINGER INC: Files for Bankruptcy under CCAA and Chapter 15

HOLLINGER INC: Chapter 15 Petition Summary
INSIGHT HEALTH: Emerges from Chapter 11 Bankruptcy in Delaware
JASON MYLES: Voluntary Chapter 11 Case Summary
JOSHUA COZEN-MCNALLY: Case Summary & 7 Largest Unsec. Creditors
LAND O'LAKES: Reports $104.4 Million Net Earnings for Q2 2007

LAVENDER MOON: Case Summary & Largest Unsecured Creditor
M FABRIKANT: Committee Taps Susman as Special Litigation Counsel
MARK RUSSELL: Case Summary & Eight Largest Unsecured Creditors
MCCLATCHY CO: Amends Credit Agreement with Bank of America
OSLO REINSURANCE: Hearing on Chapter 15 Petition Set for Aug. 29

OXFORD NATURAL: Glenwood Selling Foreclosed Assets on Aug. 8
PERSISTENCE CAPITAL: Court Approves Robinson as Special Counsel
PINNOAK RESOURCES: Debt Repayment Cues S&P to Withdraw Rating
RAY PURSELLEY: Involuntary Chapter 11 Case Summary
ROCK-TENN CO: Improved Operations Cue S&P to Lift Rating to BB+

ROYAL PLACE: Case Summary & 20 Largest Unsecured Creditors
SABR MORTGAGE: Fitch Junks Ratings on Nine Certificate Classes
SAVERS INC: S&P Holds Low-B Ratings and Revises Outlook to Stable
SAKS INC: Inks New Employment Pacts with S. Sadove and R. Frasch
SERENITY MANAGEMENT: Files Amended Ch. 11 Plan of Reorganization

SERENITY MGT: Gets Interim OK to Hire Huselton as Tax Advisers
SIENA TECH: Expects Restructuring Plan to Cut Expenses
SOLOMON DWEK: Case Summary & 149 Largest Unsecured Creditors
SOURCE INTERLINK: Completes Acquisition of Enthusiast Media
STONERIDGE INC: Withdrawn $200MM Offer Cues S&P's Stable Outlook

STRUCTURED ASSET: Fitch Affirms BB+ Rating on Class I Certs.
TIMKEN COMPANY: Earns $55.6MM from Continuing Operations in 2Q
UNUM GROUP: Improved Earnings Cue S&P to Revise Outlook to Pos.
URS CORPORATION: Lydia Kennard Joins Board of Directors
VERASUN ENERGY: S&P Affirms B+ Credit Rating with Stable Outlook

VERONA NATURAL: Glenwood Selling Foreclosed Assets on Aug. 8
VISTEON CORP: June 30 Balance Sheet Upside-Down by $102 Million
WESTERN OIL: Board Approves Plan of Arrangement with Marathon Oil
WESTON NURSERIES: Judge Rosenthal Confirms Amended Chapter 11 Plan
WHOLE FOODS: District Court Conducts FTC Injunction Hearing

* Fitch Comments on Deliquency Levels in Subprime Securitizations
* Irina Skidan Joins Chadbourne & Parke's St. Petersburg Office
* Jonathan Wry Joins Bracewell & Giulianin in New York

* BOOK REVIEW: Financial Planning for High Net Worth Individuals
               (Executive Series)

                             *********

ABLE ENERGY: Dec. 31 Balance Sheet Upside-Down by $251,704
----------------------------------------------------------
Able Energy Inc.'s consolidated balance sheet at Dec. 31, 2006,
showed $15.3 million in total assets and $15.5 million in total
liabilities, resulting in a $251,704 total stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2006, also
showed strained liquidity with $8.3 million in total current
assets available to pay $11.5 million in total current
liabilities.

The company reported a net loss of $1.5 million on net sales of
$19.3 million for the second quarter ended Dec. 31, 2006, compared
with a net loss of $1.8 million on net sales of $22.5 million for
the same period ended Dec. 31, 2005.

Revenue for the three months ended Dec. 31, 2006, decreased
approximately $3.2 million or 14.2% compared to the three months
ended Dec. 31, 2005.  This decrease can be attributed primarily to
a drop in #2 Heating Oil gallons sold due to the unusual warm
weather and a decrease in commercial sales.

Operating loss for the three months ended Dec. 31, 2006, was
approximately $1.0 million compared to operating loss of
approximately $119,000 for the three months ended Dec. 31, 2005.
The net increase in the operating loss for the current period of
approximately $900,000 was primarily related to the drop in gross
profit of approximately $673,000 and the increase in selling,
general and administrative expenses $261,000.

Gross profit for the three months ended Dec. 31, 2006, decreased
approximately $673,000 or 28%.  The decrease in gross profit was
due to the drop in sales noted and a decrease in gross margin
percentage from 10.6% to 8.9%.  The decrease in profit margin is a
result of an approximate $460,000 loss incurred on #2 Heating oil
futures contracts.

Selling, general and administrative expenses for the three months
ended Dec. 31, 2006, increased by approximately $261,000 or 10.4%
compared to the three months ended Dec. 31, 2005.  The company
attributes this change primarily to an increase in professional
fees of approximately $220,000 related to SEC filings.

The increase in net loss is directly related to a decrease in
gross margin of $673,000, increase in selling, general and
administrative expenses of $261,000, offset by a reduction in
other expenses - net of $1.2 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?2203

                       Liquidity Resources

The company has been funding its operations through an asset-based
line of credit,  the issuance of convertible debentures and notes
payable, and the proceeds from the exercise of options.  During
the six months ended Dec. 31, 2006, the company has secured
financings of approximately $3 million from the proceeds of
convertible debentures and notes payable and approximately $55,000
in proceeds from option exercises.  Of such amount approximately
$2.3 million was expended for loans, investments, and hedging
transactions with the balance used for day to day operations of
the company.

                      Going Concern Doubt

Marcum & Kliegman LLP expressed substantial doubt about Able
Energy Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended June 30, 2006.  The auditing firm reported that the
company has incurred losses from continuing operations of
approximately $6.2 million, $2.2 million and $1.7 million during
the years ended June 30, 2006, 2005 and 2004, and in addition the
company has used cash from operations of approximately
$1.7 million for the year ended June 30, 2006, and has a working
capital deficiency of approximately $432,000 at June 30, 2006.

                        About Able Energy

Headquartered in Rockaway, New Jersey, Able Energy Inc., (Other
OTC: ABLE.PK) -- http://www.ableenergy.com/-- is a holding
company for five operating subsidiaries, which are engaged in the
retail distribution of, and the provision of services relating to
home heating oil, diesel fuel, kerosene, and in addition, Able
provides complete HVAC installation and repair.

As reported in the Troubled Company Reporter on June 4, 2007, on
May 30, 2007, the company completed its previously announced
business combination with All American Plazas Inc. whereby the
company in exchange for an aggregate of 11,666,667 shares of the
company's restricted common stock purchased the operating
businesses of eleven truck stop plazas owned and operated by All
American.


ABITIBI CONSOLIDATED: Fitch Lowers Rating and Holds Neg. Outlook
----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Abitibi Consolidated
Inc. and Bowater Inc. and assigned new ratings to the debt of
Bowater Canadian Forest Products Inc.  The rating outlook for both
companies remains negative.

Fitch downgrades these ratings:

ABY

  -- Issuer Default Rating to 'B-' from 'B+';
  -- Senior unsecured debt to 'B-/RR4' from 'B+/RR4';
  -- Secured revolver to 'B/RR3' from 'BB-/RR3'.

BOW
  -- Issuer Default Rating to 'B-' from 'BB-';
  -- Senior unsecured debt to 'B-/RR4' from 'BB-';
  -- Secured revolver to 'BB-/RR1' from 'BB'.

Fitch rates these:

BCFP

  -- Issuer Default Rating 'B-';
  -- Senior unsecured debt 'B+/RR2';
  -- Secured revolver 'BB-/RR1'.

The downgrades of the IDRs of ABY and BOW homogenize the ratings
of the two companies, giving effect to the probable consummation
of their merger which now awaits only the approval of the U.S.
Department of Justice.  The downgrades and negative outlook also
address the adverse conditions in the newsprint and lumber
markets, which are likely to continue and are compounded by the
depreciation in the value of the U.S. dollar and costly softwood
lumber duties.  The high-brite and specialty papers made by both
companies and the coated papers and pulp sold by BOW may be the
only profitable businesses of the two this year, before special
items.

ABY and BOW both reported losses from newsprint operations before
special items in the second quarter, reflections of an added
weakness in pricing since the first quarter.  The pressure on
newsprint prices is not likely to abate soon, the product of too
much supply chasing a falling North American demand that cannot be
counterbalanced by a budding export market alone.  The fall in the
consumption of newsprint continues to lead production curtailments
at mills, a situation that does not instill confidence in the
probability of near-term price stability, let alone improvement.
In addition, costs are not soon to be forgiving as long as export
pulp markets are robust and chip supplies from sawmills are tight
due to the weakness in residential housing.

ABY and BOW are also contending with depressed lumber prices, high
log costs and export duties to the United States, all of which
have made their sawmill operations unprofitable.  Chances for a
quick turnaround in the lumber business have been dimmed by the
approaching parity of the Canadian dollar with the U.S. dollar.

BOW has been financing its operating losses and necessary capital
with asset sales.  ABY has been selling assets and borrowing
money.  Both companies have ample liquidity.  ABY has around
CDN $400 million available under its secured revolver.  BOW has
most of its secured $415 million domestic revolver available,
apart from letter of credit usage.  The same is true of BCFP's CDN
$165 million secured revolver.  Likely all will be replaced or
restructured following the consummation of the merger and the
probable combination of some downstream subsidiaries which could
affect ratings.

Both BOW's and BCFP's current secured revolvers contain borrowing
base limits of availability, the rationale for their high recovery
rating ('RR1').  The recovery rating of BCFP's senior unsecured
notes and bonds, which are not guaranteed by BOW, is a reflection
of the company's low leverage relative to its asset base and the
debt's potentially high recovery in liquidation.

Fitch believes the merger of ABY and BOW is beneficial to both
companies, the industry at large, and provides an opportunity to
align operating capacity for newsprint with order of book demand
while streamlining costs in lumber production.  The realization of
cost efficiencies in these operations could lag more softness in
the markets.  Further operating losses with the costs of
rationalization could result in a challenging leverage, which is
factored into the ratings and Outlook.

ABY and BOW combined produce around 5.7 million metric tonnes of
newsprint per year as well as supercalendered and specialty
papers, light-weight coated papers and pulp from 32 pulp and paper
mills, and lumber and other wood products from some 35 facilities.
Combined pro forma revenues from ABY and BOW last year totaled
$7.7 billion.


AEGIS ASSET-BACKED: Fitch Junks Ratings on Seven Cert. Classes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Aegis Asset-Backed
Securities mortgage pass-through certificates.  Affirmations total
$1 billion and downgrades total
$312.1 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Series 2005-4
  -- $367.8 million class A affirmed at 'AAA' (BL: 49.75,
     LCR: 2.88);
  -- $40 million class M1 affirmed at 'AA+' (BL: 43.06,
     LCR: 2.50);
  -- $37 million class M2 affirmed at 'AA+' (BL: 36.86,
     LCR: 2.14);
  -- $21.5 million class M3 affirmed at 'AA' (BL: 33.23,
     LCR: 1.93)
  -- $19.5 million class M4 affirmed at 'AA-' (BL: 29.91,
     LCR: 1.73);
  -- $17.5 million class M5 downgraded to 'A' from 'A+'
     (BL: 26.93, LCR: 1.56);
  -- $16.5 million class M6 downgraded to 'BBB+' from 'A-'
     (BL: 24.06, LCR: 1.40);
  -- $15 million class B1 downgraded to 'BBB' from 'BBB+
     (BL: 21.36, LCR: 1.24);
  -- $13 million class B2 downgraded to 'BBB-' from 'BBB'
     (BL: 19.00, LCR: 1.10);
  -- $11 million class B3 downgraded to 'BB' from 'BBB'
     (BL: 16.92, LCR: 0.98);
  -- $7.5 million class B4 downgraded to 'BB-' from 'BBB-'
     (BL: 15.45, LCR: 0.90);
  -- $10 million class B5 downgraded to 'CCC' from 'BB+'
     (BL: 12.43, LCR: 0.72);
  -- $8 million class B6 downgraded to 'CCC' from 'BB'
     (BL: 11.66, LCR: 0.68).

Deal Summary
  -- Originators: 100% Aegis Funding Corporation;
  -- 60+ day Delinquency: 19.19%;
  -- Realized losses to date (% of original balance): 1.27%;
  -- Expected Remaining Losses (% of Current Balance): 17.25%;
  -- Cumulative Expected Losses (% of Original Balance): 11.57%.

Series 2005-5
  -- $497.4 million class A affirmed at 'AAA' (BL: 44.27,
     LCR: 1.91);
  -- $47.4 million class M1 affirmed at 'AA+' (BL: 38.19,
     LCR: 1.65);
  -- $43.2 million class M2 downgraded to 'A-' from 'AA+'
     (BL: 32.63, LCR: 1.41);
  -- $29.4 million class M3 downgraded to 'BBB' from 'AA'
     (BL: 28.82, LCR: 1.24);
  -- $20.4 million class M4 downgraded to 'BBB-' from 'AA-'
     (BL: 26.15, LCR: 1.13);
  -- $21.6 million class M5 downgraded to 'BB' from 'A+'
     (BL: 23.32, LCR: 1.01);
  -- $18 million class M6 downgraded to 'BB-' from 'A'
     (BL: 20.91, LCR: 0.90);
  -- $19.2 million class B1 downgraded to 'B' from 'A-'
     (BL: 18.26, LCR: 0.79);
  -- $13.8 million class B2 downgraded to 'CCC' from 'BBB+'
     (BL: 16.34, LCR: 0.70);
  -- $13.8 million class B3 downgraded to 'CCC' from 'BBB'
     (BL: 14.33, LCR: 0.62);
  -- $9 million class B4 downgraded to 'CCC' from 'BBB'
     (BL: 12.96, LCR: 0.56);
  -- $12 million class B5 downgraded to 'CCC' from 'BBB-'
     (BL: 11.25, LCR: 0.49);
  -- $13.2 million class B6 downgraded to 'CCC' from 'BB'
     (BL: 9.44, LCR: 0.41).

Deal Summary
  -- Originators: 100% Aegis Funding Corporation;
  -- 60+ day Delinquency: 25.08%;
  -- Realized Losses to date (% of original balance): 0.99%;
  -- Expected Remaining Losses (% of Current Balance): 23.18%;
  -- Cumulative Expected Losses (% of Original Balance): 16.03%.

In addition, classes B5 and B6 (from series 2005-4) and classes B-
4 through B-6 (from series 2005-5) are removed from Rating Watch
Negative.

  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June 12
      ,2007);
  -- 'Fitch Affirms $20B & Downgrades $2.4B of U.S. Subprime
      RMBS; New 2005-2006 Surveillance Criteria'.


AMEREN CORP: Fitch Revises Watch on Four IDR to Pos. from Neg.
--------------------------------------------------------------
Following an announcement that the Illinois legislature, the
state's utilities and power suppliers reached an agreement
concerning the procurement and recovery of power purchase costs,
Fitch has affirmed and removed Ameren Corp's (Ameren IDR 'BBB+')
ratings from rating watch negative.  The rating outlook is stable.
In addition, Fitch has revised the rating watch on four of
Ameren's Illinois subsidiaries to positive from negative: Central
Illinois Light Company (dba AmerenCILCO, IDR 'BB+'); CILCORP Inc.
(IDR 'BB+'); and Central Illinois Public Service Company (dba
Ameren CIPS, IDR 'BB+') and Illinois Power Company (dba AmerenIP,
IDR 'BB+').  The ratings of Union Electric (dba AmerenUE, IDR
'A-') and Ameren Energy Generating Company (AmerenGen, IDR 'BBB+')
are unaffected by today's ratings actions.

The agreement calls for the state's utilities and power generators
to fund a $1 billion rate relief package for Illinois electric
customers.  Five Ameren subsidiaries will contribute in total $150
million over a four year period with Ameren customers obtaining
$488 million of rate credits over the same period.  The
contributions of the individual Ameren subsidiaries are as
follows: AmerenGen - $62 million, Ameren CIPS - $21 million,
AmerenIP - $28 million, AmerenCILCO - $11 million and Ameren
Energy Resources Generating Co. (a non-rated subsidiary of
AmerenCILCO) - $28 million.  Exelon Corp subsidiaries will be
funding $800 million of the rate credit with non-affiliate
Illinois generators contributing a total of $51 million.

The rate agreement greatly reduces the threat of a rate freeze and
roll back of rates to 2006 levels and/or a generation tax.
Furthermore, the agreement assures AmerenCIPS, AmerenCILCO and
AmerenIP's ability to recover future power supply costs through a
new procurement process.  A new state agency, the Illinois Power
Authority will be created to procure power on behalf of the
utilities' residential and small commercial customers with all
costs to be passed through to rate payers.  The competitive
procurement auction implemented in 2006 will be discontinued but
contracts entered into under the 2006 auction will remain in place
and the costs passed through to customers.

The credit profiles of AmerenCILCO, AmerenIP and AmerenCIPS are
expected to be strong for their current IDRs of 'BB+' if the rate
agreement works as anticipated and the companies can pass through
increased energy procurement costs resulting in ratings upgrades
of more than one notch especially for AmerenCILCO.  AmerenCIL and
AmerenCIPS were downgraded three notches (IDRs to 'BB+' from
'BBB+') in April of 2007 due almost exclusively to the uncertainty
surrounding their ability to recover purchased power costs.
AmerenIP credit metrics are also expected to be strong for the
'BB+' IDR category going forward in large part due to a $84
million base rate increase that went into place in 2007.

The stable outlook for Ameren is based on the assumption that the
Illinois subsidiaries which are expected to account for roughly
40% of consolidated EBITDA will be in a position going forward to
upstream dividends to contribute to the payment of common
shareholder dividends and parent company debt.  It should be noted
that the only parent company debt outstanding are drawings under
the bank facility.  There were no parent company drawings under
the bank line as of March 31, 2007 and outstanding for the
remainder of 2007 are expected to be modest.

AmerenGen's ratings are unaffected as its $62 million contribution
to the rate credit will not materially affect the credit profile
of the company.  It should be noted that AmerenGen's cash flows
and earning have improved since the beginning of year in large
part due to the termination of a long-term power sales contact
with an affiliate that had been price approximately 40% below
current market prices.

Fitch has affirmed and assigned a Stable Outlook to these ratings:

Ameren Corp:
  -- Issuer Default Rating 'BBB+';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

Fitch has revised the Rating Watch on these ratings to Positive:

AmerenCIPS:
  -- IDR 'BB+';
  -- Senior secured 'BBB';
  -- Senior unsecured 'BBB-';
  -- Preferred stock 'BB+';
  -- Short-term IDR 'B'.

AmerenCILCO:
  -- IDR 'BB+';
  -- Senior secured 'BBB';
  -- Senior unsecured 'BBB-';
  -- Preferred stock 'BB+';
  -- Short-term IDR 'B'.

CILCORP:
  -- IDR 'BB+';
  -- Senior unsecured 'BB+';
  -- Short-term IDR 'B'.

AmerenIP:
  -- IDR 'BB+';
  -- Senior secured 'BBB';
  -- Senior unsecured 'BBB-';
  -- Preferred stock 'BB+'.
  -- Short-term IDR 'B'.

These ratings are unaffected:

AmerenUE:
  -- IDR 'A-';
  -- Senior secured 'A+';
  -- Senior unsecured 'A';
  -- Subordinate debt 'A-';
  -- Preferred stock 'A-';
  -- Commercial paper 'F2';
  -- Short-term IDR 'F2';
  -- Rating Outlook Negative.

AmerenGen:
  -- IDR 'BBB+';
  -- Senior unsecured 'BBB+';
  -- Short-term IDR 'F2';
  -- Rating Outlook Stable.


ANDREW CORP: Inks Third Amendment to Credit Agreement
-----------------------------------------------------
Andrew Corporation entered into a third amendment to its credit
agreement, effective as of June 30, 2007, with certain financial
institutions named in the third amendment and Bank of America,
National Association, as Administrative Agent, for the Lenders and
as l/c issuer.

The Third Amendment amends in certain respects Andrew's Credit
Agreement dated as of Sept. 29, 2005, which was filed as Exhibit
99.2 to Andrew's Form 8-K filed on Oct. 5, 2005, as amended by a
First Amendment to Credit Agreement dated as of June 16, 2006,
which was filed as Exhibit 10.1 to Andrew's Form 8-K filed on
June 20, 2006, and a Second Amendment to Credit Agreement dated as
of July 13, 2007, which was filed as Exhibit 10.1 to Andrew's Form
8-K filed on July 18, 2007.

The Third Amendment amended the Credit Agreement in order to
revise the definition of "Consolidated EBITDA" solely for purposes
of calculating compliance with the financial covenants set forth
in Section 6.2.2 of the Credit Agreement.

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

                        About Andrew Corp.

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

                          *     *     *

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


ATLANTIS PLASTICS: Covenants Default Cue S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'CCC+' corporate credit rating, on Atlantis Plastics Inc. on
CreditWatch with negative implications.  As of March 31, 2007, the
Atlanta, Georgia-based company had about $205 million of debt
outstanding.

"The CreditWatch placement follows the company's announcement that
it is in default of certain financial covenants under its secured
credit facility," said Standard & Poor's credit analyst Robyn
Shapiro.

The company is currently working with its lenders to obtain a
waiver and amendments to the credit facility.  Atlantis had
previously received a waiver for the Sept. 30, 2006, quarter and
amendments to financial covenants for the subsequent quarters.

Atlantis' operating results and free cash flow have been under
pressure as a result of the difficult raw material cost
environment and its significant exposure to the industrial and
housing end-markets.

Standard & Poor's will monitor Atlantis' efforts to obtain a
waiver and amend its financial covenants and its ability to
restore liquidity.  S&P could lower the ratings in the very near
term if appropriate amendments to bank agreements are not put in
place, or if operations or liquidity deteriorate further.

Atlantis, which has annual revenues of about $400 million, has a
competitive position in plastic films, including stretch films and
custom films (about 64% of revenues).


BAKER STONE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Baker Stone & Marble Company
        6010 MacCorkle Avenue
        Saint Albans, WV 25177

Bankruptcy Case No.: 07-20768

Type of business: The Debtor supplies natural stones and imported
                  marbles and granites.  See
                  http://www.bakerstone.com/

Chapter 11 Petition Date: August 1, 2007

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joe M. Supple, Esq.
                  801 Viand Street
                  Point Pleasant, WV 25550
                  Tel: (304) 675-6249
                  Fax: (304) 675-4372

Total Assets: $1,703,214

Total Debts:  $1,245,010

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service                                  $92,849
P.O. Box 1040
Parkersburg, WV 26102

Barboursville Block                                       $56,348
P.O. Box 114
Barboursville, WV 25505

West Virginia State Tax                                   $34,669
Department
P.O. Box 766
Charleston, WV 25321

CitiBusiness Card                                         $32,214

Mike Rutherford, Sheriff of                               $16,000
Kanawha Co.

Owens Corning                                             $15,961

Kim Wolf, Sheriff of Cabell                                $9,732
County

Universal Marble & Granite                                 $8,790

Idearc Media                                               $8,541

B.B.&T. Bankcard Corporation                               $8,323

El Derado Stone                                            $5,284

Yellow Book, U.S.A.                                        $5,264

River Valley Stone                                         $3,685

Kentucky Department of Revenue                             $2,512

Oberfields, Inc.                                           $2,282

Fred Hayes                                                 $2,100

Terry Lake                                                 $1,972


BALLY TOTAL: Wants Plan Confirmation Hearing Date Set
-----------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-affiliates
seek authority from the U.S. Southern District of New York in
Manhattan to set (i) the hearing to consider confirmation of
their proposed Plan of Reorganization at least 40 days after
their bankruptcy filing and (ii) a date at least 10 days
prior to the Confirmation Hearing by which all objections to the
Disclosure Statement and Plan must be filed.

The Debtors further ask the Court to find at the Confirmation
Hearing that the Disclosure Statement accompanying the Plan
contains adequate information as defined in Section 1125 of the
Bankruptcy Code.

The Debtors will mail a copy of a notice of confirmation to the
Debtors' creditor matrix and all equity holders of record as
quickly as possible after the entry of a scheduling order.

Don R. Kornstein, interim chairman and chief restructuring
officer of Bally Total Fitness Holding Corporation, relates that
the Confirmation Notice contains a brief summary of the Plan, the
date of the Confirmation Hearing, and the deadline and procedures
for objecting to the Disclosure Statement and the Plan.  The
Debtors have set August 1, 2007, as the record date for
determining which non-Voting Creditors and other equity holders
are entitled to receive the Confirmation Notice.

The Confirmation Notice will also be served on (i) the Office of
the U.S. Trustee for the Southern District of New York, (ii) the
Securities and Exchange Commission, (iii) the Office of the
United States Attorney for the Southern District of New York,
(iv) the District Director for the Internal Revenue Service, (v)
counsel for the administrative agent to the Prepetition Lenders
and proposed postpetition lenders, (vi) counsel to the
Prepetition Noteholder Committee, and (vii) any party-in-interest
requesting notice in the Chapter 11 Cases.

The Debtors will mail to each appropriate creditors a copy of a
notice alerting each creditor that it is a party to an executory
contract or unexpired lease that the Debtors intend to reject.
The Rejection Claims Confirmation Notice contains a brief summary
of the Plan, the date of the Confirmation Hearing and the
deadline and procedures for objecting to the Disclosure Statement
or the Plan.

Prior to the Confirmation Hearing, the Debtors will publish the
Confirmation Notice twice in each of (a) the national edition of
The Wall Street Journal and (b) the USA Today.  The initial
publication will be at least 25 days prior to the Confirmation
Hearing, with the subsequent publication occurring approximately
seven to 10 days after.

The Debtors ask the Court to determine that they are only
required to provide publication notice of the Confirmation
Hearing to their current and former members and customers which
exceeds 6,400,000.

              Solicitation and Tabulation Procedures

Prior to bankruptcy filing, the Debtors solicited votes on the
Plan from holders of Claims in Classes 5 and 6-A.  Mr. Kornstein
discloses that more than two-thirds in amount and one-half in
number of the creditors in Classes 5 and 6-A voted to accept the
Plan pursuant to Section 1126 of the Bankruptcy Code:

                  Amount   % of Amount       Amount   % of Amount
    Class      Accepting         Voted    Rejecting         Voted
    -----     ----------   -----------    ---------    ----------
        5   $276,532,800     (98.931%)   $2,988,000      (1.069%)
        6    203,877,690     (99.999%)        2,000     (0.0001%)

The Debtors believe the acceptances are sufficient to confirm the
Plan pursuant to Section 1129 of the Bankruptcy Code and the
Debtors do not believe additional solicitation is required.

Against this backdrop, the Debtors ask the Court to (i) determine
that the prepetition solicitation procedures utilized were in
compliance with the Bankruptcy Code and applicable non-bankruptcy
law governing the adequacy of disclosure in connection with the
solicitation and in accordance with Section 1126(b), and (ii)
approve the vote tabulation methodology utilized.

The Solicitation Packages specified that June 22, 2007, was the
record date for determining the creditors entitled to vote to
accept or reject the Plan.  The Debtors commenced solicitation of
votes for approval of the Plan on June 27.  The Debtors
established 4:00 p.m. (prevailing Eastern Time) on July 27, as
the Voting Deadline.

The Debtors transmitted to the Voting Creditors a solicitation
package containing the Disclosure Statement, the Plan, a Ballot
and a letter explaining the contents of the Solicitation Package.
The Ballot stated in clear and conspicuous language that all
ballots must be properly executed, completed, and delivered to
MacKenzie Partners, Inc. -- the solicitation agent -- so that
they were received no later than the Voting Deadline.  The
holders of Classes 5 and 6-A Claims were given the opportunity to
return their Ballots by mail, overnight courier, or facsimile to
the Solicitation Agent.

             Non-Transmission of Disclosure Statement

Proposed counsel for the Debtors, David S. Heller, Esq., at
Latham & Watkins LLP, in Chicago, says it is not appropriate to
transmit a copy of the Solicitation Package to the holders of
claims or interests other than the Voting Creditors because the
Debtors have solicited acceptances and rejections of the Plan
prepetition.

Rule 3017 of the Federal Rules of Bankruptcy Procedure requiring
debtors to mail a copy of the Plan and Disclosure Statement to
holders of creditors and equity interest holders deemed to accept
or to reject the Plan is not applicable as no Disclosure
Statement was "approved," Mr. Heller says.

If the Plan is confirmed within 60 days from bankruptcy filing,
the Debtors ask the Court to enter an order waiving the
requirement to file or provide any periodic operating reports
pursuant to the Bankruptcy Code, Bankruptcy Rules, or Local
Rules.

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 Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  (Bally Total Fitness
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


BALLY TOTAL: Gets Court Okay to Conduct Rights Offering
-------------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-affiliates
obtained authority from the U.S. Southern District of New York in
Manhattan to conduct a rights offering.

Under the Debtors' Plan of Reorganization, holders of (i) claims
arising from or related to the Debtors' 9.875% Senior
Subordinated Notes due 2007, Series B, and the 9.875% Senior
Subordinated Notes due 2007, Series D, issued prior to the
Petition Date; and (ii) unsecured claims arising from the
rejection by Bally Total Fitness Holding Corp. of their contracts
or leases will receive rights to purchase Rights Offering Senior
Subordinated Notes equal to 27.9% of the claimholders' Allowed
Prepetition Senior Subordinated Notes Claims in Class 6-A and
Allowed Rejection Claims against only Bally in Class 6-B-1 under
the Plan.

If any of the Rights provided to holders of Prepetition Senior
Subordinated Notes Claims are not timely exercised by the
applicable recipients, any other holder of a Prepetition Senior
Subordinated Notes Claim who has elected to exercise its share of
the Rights may also elect to oversubscribe for the Unexercised
Rights.

"The Rights Offering is an integral part of the Plan," Don R.
Kornstein, interim chairman and chief restructuring officer of
Bally Total Fitness Holding Corporation, says.

The Rights Offering will commence (i) with respect to any
Prepetition Senior Subordinated Noteholder as soon as possible
after the Petition Date, and (ii) with respect to any holder of a
Rejection Claim against only Bally, on the later of the effective
date of the Plan and the date upon which the Rejection Claim
becomes an Allowed Claim.

The Rights Offering will expire 20 business days after the
Subscription Commencement Date.

The Debtors will send to each holder of a Prepetition Senior
Subordinated Notes Claim -- and to each holder of an Allowed
Rejection Claim against only Bally promptly after allowance of
the Claim:

   (i) a subscription form for the Rights Offering;

  (ii) a signature page to the New Stockholders Agreement;

(iii) a description of the Rights Offering, the New Stockholders
       Agreement and the Rights Offering Senior Subordinated
       Notes; and

  (iv) a letter describing the contents of the Rights Offering
       Package.

The Plan requires each Prepetition Senior Subordinated Noteholder
and Holder of a Rejection Claim against only Bally to execute and
deliver the signature page to the New Stockholders Agreement
prior to receiving any New Common Stock.

Each holder of a Prepetition Senior Subordinated Notes Claim and
each holder of a Rejection Claim against only Bally must return a
duly completed Subscription Form to the applicable disbursing
agent by the Subscription Expiration Date to exercise their
Rights.  The Debtors will announce the Subscription Expiration
Date at a later time.

If, on or prior to the Subscription Expiration Date, the
disbursing agent for any reason does not receive from a given
holder of Rights a duly completed Subscription Form, that holder
is deemed to have relinquished and waived its right to
participate in the Rights Offering.

Each holder must tender the Subscription Price of $1 for each $1
of Rights Offering Senior Subordinated Notes to be purchased to
the disbursing agent so that it is actually received within five
Business Days after the Subscription Notification Date.  In the
event the Debtors receive any payments for the exercise of Rights
prior to the Effective Date, the payments will be held in a
separate account until the Effective Date.  In the event the
conditions to the Effective Date are not met or waived, the
payments will be returned to the people or entities that made
them.

                       Backstop Agreement

The Debtors also sought and obtained the Court's authority to
assume a Subscription and Backstop Rights Purchase Agreement
dated June 27, 2007, with  Anschutz Investment Company, Goldman
Sachs & Co. and various funds advised by Tennenbaum Capital
Partners, LLC.

Although the Debtors will offer all holders of Prepetition Senior
Subordinated Notes Claims and holders of Rejection Claims against
only Bally the opportunity to participate in the Rights Offering,
it is possible that the Debtors will be unable to obtain
sufficient commitments from the holders of Prepetition Senior
Subordinated Notes Claims and the holders of Rejection Claims
against only Bally to purchase $90,000,000of Rights Offering
senior Subordinated Notes.  The Subscription and Backstop Rights
Purchase Agreement protects the Debtors against this possibility,
Mr. Kornstein says.

The backstop parties own 80% in the aggregate of the Prepetition
Senior Subordinated Notes, with the funds advised by Tennenbaum
Capital Partners, LLC owning more than a majority.

Under the Subscription and Backstop Rights Purchase Agreement,
the Debtors are obligated to pay a Backstop Commitment Fee equal
to 4.0% of the applicable Backstop Party's commitment amount.
The Backstop Commitment Fee was deemed fully earned upon
execution and delivery of the Subscription and Backstop Rights
Purchase Agreement.

No Backstop Commitment Fee will be payable to any Backstop Party
that has breached its obligations under the Subscription and
Backstop Rights Purchase Agreement or the Restructuring Support
Agreement in any material respect at or before the time payment
of the Backstop Commitment Fee is due.

Subject to the terms of the Plan and the Subscription and
Backstop Rights Purchase Agreement, the Backstop Commitment Fee
will be paid in full in cash by the Debtors or Reorganized
Debtors upon the earlier to occur of the Effective Date or the
termination or rejection of the Subscription and Backstop Rights
Purchase Agreement.  If the Plan is consummated, the Backstop
Parties will, on the Effective Date, rebate to the Debtors or
Reorganized Debtors an amount of the Backstop Commitment Fee
equal to 4% of the amount of Rights Offering Senior Subordinated
Notes that the Backstop Parties subscribe to, but not
oversubscribe to, pursuant to the Subscription and Backstop
Rights Purchase Agreement -- roughly 80% of the Backstop
Commitment Fee.

The Backstop Parties' commitment to fund the New Money Investment
if the Rights Offering is not fully subscribed is vital to the
success of the Chapter 11 cases because it underwrites the Plan's
confirmability, Mr. Kornstein maintains.

Mr. Kornstein also notes that the Subscription and Backstop
Rights Purchase Agreement enables the Debtors to meet the
proposed timetable for confirmation of the Plan.  It is a
condition precedent to the Plan Effective Date that (a) the
Effective Date occur on or before September 30, 2007; and (b) in
connection with the Rights Offering, the Debtors will have
received in cash the aggregate subscription payments that the
Backstop Parties are obligated to pay for their share of the
Rights Offering Senior Subordinated Notes.

If the Debtors do not expeditiously commence the Rights Offering,
it is almost certain that they will not receive the Backstop
Parties' Investment by September 30, 2007, and that the Debtors
will not be able to consummate the Plan, Mr. Kornstein says.

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 Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  (Bally Total Fitness
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


BANKVEST CAPITAL: Asks Court to Bar Postpetition Claim Filing
-------------------------------------------------------------
Bankvest Capital Corporation asked the U.S. Bankruptcy Court
for the District of Massachussets to bar assertion of any
postpetition claims of any kind, nature or priority, other
than those claims which were timely filed.

Copies of the pleadings can be obtained from Matthew Flynn,
at Verdolino & Lowey P.C., 124 Washington Street,in Foxboro,
Ma.

Headquartered in Westboro, Ma., BankVest was in the business
of originating, securitizing, selling, and servicing equipment
leases.

On Dec. 17, 1999, an involuntary Chapter 11 petition was
filed against BankVest (Bankr. D. Ma. Case No. 99-47760)
BankVest proposed a plan of reorganization that contemplated
a gradual liquidation of its assets.  After several revisions,
the Court confirmed the Plan on May 31, 2001.


BAUSCH & LOMB: Advance Medical Withdraws Acquisition Bid
--------------------------------------------------------
Advance Medical Optics withdrew its offer to acquire Bausch &
Lomb Incorporated after Bausch & Lomb's Board of Directors
declined to grant AMO "adequate time" to provide evidence
that AMO stockholder approval on the proposed merger can be
secured.

Bausch & Lomb gave AMO until today (Aug. 3, 2007) to submit
the required evidence.

AMO said in its letter that "[i]t is clear from the way
[Bausch & Lomb] has run the go-shop process and the unrealistic
hurdles that have been uniquely imposed on [AMO] that [Bausch &
Lomb] does not have any interest in providing its shareholders
with the opportunity to receive the $75 per share offer that
[AMO] proposed."

AMO argued that Bausch & Lomb remained intent on delivering
its business to Warburg Pincus at $65 per share, a transaction
AMO which says is "inferior to AMO's proposal both in terms of
value and the ability for the Bausch & Lomb shareholders to
participate in the significant synergies that combining AMO
and Bausch & Lomb would create."

                    About Advanced Medical Optics

Headquartered in Santa Ana, California, Advanced Medical Optics --
http://www.amo-inc.com/-- (NYSE: EYE) develops, manufactures and
markets ophthalmic surgical and contact lens care products.  The
company has operations in Germany, Japan, Ireland, Puerto Rico and
Brazil.

                        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-'.


BEAZER HOMES: Denies Reports of Prospective Bankruptcy Filing
-------------------------------------------------------------
Beazer Homes USA Inc. denied rumors about the company's
liquidity and a possible bankruptcy filing.

"We do not know where these scurrilous and unfounded rumors
started," Beazer said in a press statement Wednesday.

Beazer advised investors to refer to the company's third
quarter earnings release for an accurate representation of
the company's financial position, including the company's
liquidity and near-term prospects.

                         Third Quarter Results

Beazer reported a $123.0 million net loss for the third
quarter ended June 30, 2007, compared to net income of
$102.6 million for the third quarter ended June 30, 2006.

The company's total revenues reached $761.0 million in the
current quarter compared to total revenues of $1.20 billion
in the same quarter last year.

As of June 30, 2007, the company had $4.04 billion in
total assets, $1.77 billion in total debts, and
$1.48 billion in total stockholders' equity.

                SEC Issues Formal Order on Company Probe

Beazer, on July 20, 2007, received a formal order of private
investigation issued by the U.S. Securities and Exchange
Commission.

The company disclosed on May 3, 2007, that an informal inquiry was
initiated by the SEC to determine whether any person or entity
related to Beazer Homes has violated federal securities laws.

Beazer Homes said it will continue to cooperate fully with the SEC
regarding this matter.

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

                            *     *     *

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


BEAZER HOMES: S&P Lowers Corporate Credit Rating to BB- from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on Beazer Homes USA Inc. to 'BB-'
from 'BB'.  The outlook remains negative.  The rating actions
affect $1.5 billion of senior unsecured notes.

"The downgrades reflect further deterioration in Beazer's
homebuilding operations, which prompted additional noncash charges
and another quarterly earnings loss, as well as continued
weakening of key credit metrics," said credit analyst George
Skoufis.  "The ongoing investigation related to the company's
mortgage operations and the potential for distractions at this
very difficult juncture in the housing cycle also contributed to
the rating actions.  We do, however, acknowledge Beazer's balance
sheet focus, namely the company's prudent efforts to manage
inventory and generate cash to support its overall liquidity."

The negative outlook is due to S&P's expectation that weakness in
the housing market will continue and further pressure Beazer's
earnings, credit metrics, and amount of cash generation.  The
outlook also reflects potential distractions and uncertainty
related to the ongoing investigations.  If coverage measures
weaken materially and the company is unable to generate cash and
maintain an adequate liquidity position, S&P will lower its rating
again.  Positive ratings momentum in the near term is further
precluded by current conditions; however, if management can
successfully liquidate inventory and enhance liquidity by
generating cash, and operating conditions stabilize, S&P would
consider revising the outlook back to stable.


BEST BRANDS: S&P Junks Corporate Credit Rating From B-
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Minnetonka, Minnesota-based Best Brands Corp. by one notch,
including its corporate credit rating on the company, to 'CCC+'
from 'B-'.  The ratings remain on CreditWatch with negative
implications, where they were placed on April 20, 2007, reflecting
concerns about the company's operating performance and near-term
liquidity.  Total debt outstanding at Best Brands at June 2, 2007,
was about $251 million.

"Best Brands has not yet secured a second amendment to its credit
facility despite close to two months of negotiation, and the
company remains out of compliance with its covenants," said
Standard & Poor's credit analyst Alison Sullivan.  In April 2007,
the company received a waiver and first amendment to its credit
facility that waived late delivery of financial statements, and
adjusted EBITDA and debt calculations for covenant purposes.

CreditWatch with negative implications means that the ratings
could be affirmed or lowered following the completion of Standard
& Poor's review.  "We will review Best Brands' operating and
financial plans with management," said Ms. Sullivan, "and monitor
the status of future covenant compliance and any potential need
for further amendments, before resolving the CreditWatch listing."


BROOKLYN HOSPITAL: Sells Property to 123 Parkside for $15 Million
-----------------------------------------------------------------
The Honorable Carla E. Craig of the United States Bankruptcy Court
for the Eastern District of New York gave Brooklyn Hospital Center
and its debtor-affiliate, Caledonian Health Center Inc., authority
to sell a non-residential real property located at 123 Parkside
Avenue in Brooklyn, New York, to 123 Parkside LLC for $15,000,000,
free and clear of all liens.

Under the sale agreement, 123 Parkside is expected to pay:

   a. the costs of the title insurance premiums for the owner's
      policy;

   b. the cost of any title endorsements and affirmative insurance
      required by 123 Parkside;

   c. the costs of the survey; and

   d. all recording charges payable in connection with the
      recording of the deed.

Additionally, the Debtors and 123 Parkside will equally pay all
state and local transfer taxes payable in connection with the
sale.

In connection with the sale agreement, the Debtors disclosed to
the Court that 123 Parkside paid $1,500,000 to its escrow agent,
Stroock & Stroock & Lavan LLP.

The Debtors explain to the Court that due to operational costs
result in a significant inefficiency and expense cause the Debtors
to market the property for sale.

Headquartered in Brooklyn, New York, The Brooklyn Hospital
Center -- http://www.tbh.org/-- provides a variety of inpatient
and outpatient services and education programs to improve
the well being of its community.  The Debtor, together with
Caledonian Health Center, Inc., filed for chapter 11 protection on
Sept. 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M.
Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
Glenn B. Rice, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C., represents the Official Committee of Unsecured Creditors.
Mark Dominick Alvarez at Alvarez & Marsal, LLC, serves as the
Committee's financial advisor.  When the Debtors filed for
protection from their creditors, they listed $233,000,000 in
assets and $337,000,000 in debts.

On July 20, 2007, the Court extended the Debtors' exclusive plan
filing until Nov. 22, 2007.


CARRINGTON MORTGAGE: Fitch Cuts Rating on Class M-10 Certs. to BB
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Carrington Mortgage Loan
Trust mortgage pass-through certificates.  Affirmations total
$2.58 billion and downgrades total $18.3 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2006-NC3
  -- $906.9 million class A affirmed at 'AAA' (BL: 40.50,
     LCR: 3.65);
  -- $90 million class M-1 affirmed at 'AA+' (BL: 33.60,
     LCR: 2.95);
  -- $82.8 million class M-2 affirmed at 'AA' (BL: 25.99,
     LCR: 2.29);
  -- $24.7 million class M-3 affirmed at 'AA-' (BL: 24.64,
     LCR: 2.17);
  -- $41.4 million class M-4 affirmed at 'A+' (BL: 21.74,
     LCR: 1.91);
  -- $30.3 million class M-5 affirmed at 'A' (BL: 19.40,
     LCR: 1.71);
  -- $23.1 million class M-6 affirmed at 'A-' (BL: 17.57,
     LCR: 1.55);
  -- $23.1 million class M-7 affirmed at 'BBB+' (BL: 15.69,
     LCR: 1.38);
  -- $16.7 million class M-8 affirmed at 'BBB' (BL: 14.31,
     LCR: 1.26);
  -- $21.6 million class M-9 affirmed at 'BBB-' (BL: 12.52,
     LCR: 1.10);
  -- $18.3 million class M-10 downgraded to 'BB' from 'BB+'
     (BL: 11.09, LCR: 0.98).

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 11.78%;
  -- Realized losses to date (% of original balance): 0.01%;
  -- Expected Remaining Losses (% of Current Balance): 11.37%;
  -- Cumulative Expected Losses (% of Original Balance): 9.43%.

Series 2006-NC4
  -- $967.3 million class A affirmed at 'AAA' (BL: 55.21,
     LCR: 5.30);
  -- $91.4 million class M-1 affirmed at 'AA+' (BL: 32.25,
     LCR: 3.10);
  -- $76 million class M-2 affirmed at 'AA' (BL: 25.29,
     LCR: 2.43);
  -- $25.1 million class M-3 affirmed at 'AA-' (BL: 23.91,
     LCR: 2.30);
  -- $42 million class M-4 affirmed at 'A+' (BL: 21.25,
     LCR: 2.04);
  -- $29.9 million class M-5 affirmed at 'A' (BL: 19.02,
     LCR: 1.83);
  -- $21.8 million class M-6 affirmed at 'A-' (BL: 17.37,
     LCR: 1.67);
  -- $25.9 million class M-7 affirmed at 'BBB+' (BL: 15.36,
     LCR: 1.48);
  -- $17 million class M-8 affirmed at 'BBB' (BL: 14.01,
     LCR: 1.35);
  -- $22.6 million class M-9 affirmed at 'BBB-' (BL: 12.13,
     LCR: 1.17).

Deal Summary
  -- Originators: (100% New Century;
  -- 60+ day Delinquency: 10.40%;
  -- Realized losses to date (% of original balance): 0.01%;
  -- Expected Remaining Losses (% of Current Balance): 10.41%;
  -- Cumulative Expected Losses (% of Original Balance): 8.94%.
  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June 12
     ,2007);
  -- 'Fitch Affirms $20B & Downgrades $2.4B of U.S. Subprime
      RMBS; New 2005-2006 Surveillance Criteria'.


CELLEGY PHARMA: Posts $466,000 Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Cellegy Pharmaceuticals Inc. reported a net loss of $466,000 for
the second quarter ended June 30, 2007, compared with a net loss
of $1.2 million for the same period ended June 30, 2006.

The company had no revenues for the three month period ended June
30, 2007, and had revenues of approximately $1.2 million for the
three June 30, 2006.

The decrease in net loss primarily reflected the decrease in
selling, general and administrative expenses, and the decrease in
net other expense.

Selling, general and administrative expenses for the three month
period ending June 30, 2007, were approximately $426,000 compared
to selling, general and administrative expenses for the three
month period ending June 30, 2006, of approximately $1.5 million.

Net other expense in the second quarters of 2007 and 2006 was
approximately $25,000 and $137,000, respectively.  The decrease in
expense was due primarily to a reduction in interest expense due
to the liquidation of the promissory notes due PDI Inc. in the
fourth quarter of 2006.  Additionally, derivative expense
decreased in 2007 due to the termination of the Kingsbridge SSO
agreement and related warrants derivative in January 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$2.6 million in total assets, $552,000 in total liabilities, and
$2.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2206

                        Going Concern Doubt

Mayer Hoffman McCann PC, in Plymouth Meeting, Pa., expressed
substantial doubt about Cellegy Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing company's financial
statements ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations and limited working
capital to pursue its business alternatives.

                   About Cellegy Pharmaceuticals

Cellegy Pharmaceuticals Inc. (OTC BB: CLGY.OB) -- is a specialty
biopharmaceutical company.  Following the company's decision to
eliminate its direct research activities and the sale of its
assets to ProStrakan in late 2006, the company's operations
currently relate primarily to the ownership of its intellectual
property rights relating to the Biosyn product candidates and the
evaluation of its remaining options and alternatives with respect
to its future course of business.


CHARLES BECKER: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charles Becker
        Mary Kay Becker
        dba Miller Machined Products Inc.
        dba Becker Rental Properties LLC
        dba Beckers Royal Cafe LLC
        P.O. Box 107
        Coloma, WI 54930

Bankruptcy Case No.: 07-26001

Chapter 11 Petition Date: August 1, 2007

Court: Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Paul G. Swanson, Esq.
                  Steinhilber, Swanson, Mares, Marone & McDermott
                  107 Church Avenue
                  P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: (920) 426-0456
                  Fax: (920) 426-5530

Estimated Assets: $3,077,381

Estimated Debts:  $2,689,808

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Lawrence Gohlke                  Becker Road,             $375,000
P.O. Box 120                     Westfield, Wisconsin     Secured:
Neshkoro, WI 54960                                        $250,000

                                 143 Front Street          $35,000
                                 Coloma, Wisconsin        Secured:
                                                           $20,000

                                 119 Madison Street        $64,900
                                 Coloma, Wisconsin        Secured:
                                                           $33,400

F&M Bank - Kaukauna              Homestead                 $78,000
205 East Fourth Street Plaza                              Secured:
Kaukauna, WI 54130                                        $127,700
                                                      Senior Lien:
                                                           $91,580

Waushara County Treasurer        Real Estate Taxes         $66,774
P.O. Box 489
Wautoma, WI 54982-0489

Kubasta, Rathjen, Bickford and   Attorney Fees             $55,119
Lorenson LLC

Capitol Stamping                 Personal Debt             $35,181

U.S. Bank                        Personal Debt             $33,864

F&M Bank - Saginaw               260 North Street         $230,874
                                 Coloma, WI 54930         Secured:
                                                          $206,000

Chase                            Goods & Services          $15,311

Xerox Corporation                Personal Debt             $13,972

Earl M. Jorgenson Co.            Personal Debt             $12,336

Associated Bank                  Goods & Services           $9,879

Central Steel & Wire Company     Miller Machined Debt       $9,092

HSBC Business Solutions          Personal Debt              $8,835

Franklin Fasteners Inc.          Dispute Regarding          $7,456
                                 Offset

Portage County Treasurer         Real Estate Taxes          $6,600

TW Metals                        Personal Debt              $5,912

Town of Springfield              Real Estate Taxes          $5,660

General Engineering              Personal Debt              $5,553


CHARLES COLE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Charles J. Cole
        1095 Rolling Park Lane
        Fort Mill, SC 29715

Bankruptcy Case No.: 07-04074

Chapter 11 Petition Date: August 1, 2007

Court: District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Nancy E. Johnson, Esq.
                  Nancy E. Johnson, LLC
                  P.O. Box 146
                  Columbia, SC 29202-0146
                  Tel: (803) 343-3424

Total Assets:  $1,081,086

Total Debts:  $14,921,994

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


CHARTERHOUSE BOISE: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Charterhouse Boise Downtown Properties, L.L.C.
        199 Eighth Street, Suite B
        Boise, Id 83702

Bankruptcy Case No.: 07-01199

Type of business: The Debtor develops real estate.

Chapter 11 Petition Date: August 1, 2007

Court: District of Idaho

Debtor's Counsel: Thomas James Angstman, Esq.
                  Angstman, Johnson & Associates
                  3649 North Lakeharbor Lane
                  Boise, ID 83703
                  Tel: (208) 384-8588
                  Fax: (208) 853-0117

Estimated Assets: $10 Million to $100 Million

Estimated Debts:  $10 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Frederick Peterson                                     $7,565,863
1299-156th Avenue Northeast
Bellevue, WA 98007

The Integrated Service Group,                            $518,568
Inc.
dba I.S.G. Architects
302 North Market Street,
Studio North 300
Dallas, TX 75702

Eastman Associates, L.L.C.                               $258,389
1299 156th Avenue Northeast,
Suite 150
Bellevue, WA 98007

Richard H. Libby                                         $210,000

Ralph & Joann Kreizenbeck                                $200,000

Jose Ajo, L.L.C.                                          $99,491

Givens Pursley                                            $93,399

K.P.F.F. Consulting Engineers                             $53,671

Frederick Peterson                                        $46,287

Jerry Gloege                                              $27,356

William Gilbert                                           $27,356

Internal Revenue Service                                  $21,720

Ada County Treasurer                                      $13,714

Idaho Media Corporation                                   $10,243

I.Q. Idaho Magazine                                        $9,600

McAlvin Construction, Inc.                                 $5,910

Idaho State Tax Commission                                 $3,622

Idaho Department Commerce &                                $1,354
Labor


CHASE COMMERCIAL: Fitch Holds Low-B Ratings on Three Cert. Classes
------------------------------------------------------------------
Fitch Ratings affirmed Chase Commercial Mortgage Securities
Corp.'s, commercial mortgage pass-through certificates, series
1998-2, as:

  -- $643.4 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $63.4 million class B at 'AAA';
  -- $69.7 million class C at 'AAA';
  -- $72.9 million class D at 'AA+';
  -- $19 million class E at 'AA-';
  -- $57.1 million class F at 'BBB-';
  -- $12.7 million class G at 'BB+';
  -- $22.2 million class H at 'B';
  -- $9.5 million class I at 'B-'.

The $13.3 million class J is not rated by Fitch.  Class A-1 has
paid in full.

The affirmations are a result of stable performance and minimal
paydown since Fitch's last rating action.  In total, 25 loans
representing 19.7% of the deal have defeased.  As of the July 2007
distribution date, the transaction's aggregate principal balance
has paid down 22.5% to $983.2 million from $1.27 billion at
issuance.

The deal is concentrated by loan size with the largest loan and
top-five largest loans representing 16.8% and 41.7% of the pool,
respectively.  According to servicer provided operating
statements, the performance of the largest loan and the top-five
loans has improved significantly since issuance.

There are currently no specially serviced or delinquent loans in
the transaction.  Eight loans (6%) are identified as Fitch loans
of concern as a result of declines in occupancy and performance.


CITIGROUP COMM: Fitch Assigns Low-B Ratings on Six Cert. Classes
----------------------------------------------------------------
Fitch rates Citigroup Commercial Mortgage Trust 2007-C6,
commercial mortgage pass-through certificates as:

  -- $155,000,000 Class A-1 'AAA';
  -- $259,000,000 Class A-2 'AAA';
  -- $387,000,000 Class A-3 'AAA';
  -- $126,300,000 Class A-3B 'AAA';
  -- $140,000,000 Class A-SB 'AAA';
  -- $1,573,002,000 Class A-4 'AAA';
  -- $200,000,000 Class A-4FL 'AAA';
  -- $488,932,000 Class A-1A 'AAA';
  -- $425,605,000 Class A-M 'AAA';
  -- $50,000,000 Class A-MFL 'AAA';
  -- $248,319,000 Class A-J 'AAA';
  -- $150,000,000 Class A-JFL 'AAA';
  -- $4,756,049,403 Class X 'AAA' (notional amount and interest
     only);
  -- $23,780,000 Class B 'AA+';
  -- $71,341,000 Class C 'AA';
  -- $35,670,000 Class D 'AA-';
  -- $29,725,000 Class E 'A+';
  -- $35,671,000 Class F 'A';
  -- $47,560,000 Class G 'A-';
  -- $53,506,000 Class H 'BBB+';
  -- $65,395,000 Class J 'BBB';
  -- $53,506,000 Class K 'BBB-';
  -- $11,890,000 Class L 'BB+';
  -- $11,890,000 Class M 'BB';
  -- $17,835,000 Class N 'BB-';
  -- $11,891,000 Class O 'B+';
  -- $5,945,000 Class P 'B';
  -- $5,946,000 Class Q 'B-'.

The $71,340,403 Class S is not rated by Fitch.

Classes A-1, A-2, A-3, A-3B, A-SB, A-4, A-1A, A-M, A-J, B, C, D,
E, F, and X are offered publicly, while classes A-4FL, A-MFL, A-
JFL, G, H, J, K, L, M, N, O, P, Q, and S 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 318 fixed-rate loans having an
aggregate principal balance of approximately $4,756,049,403, as of
the cutoff date.


COLT DEFENSE: Weak Credit Protection Cues S&P's B Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Colt Defense LLC.  The outlook is stable.  At the
same time, S&P assigned a 'B+' rating and '2' recovery rating to
the small-arms manufacturer's amended and restated $150 million
secured credit facility, indicating expectations of a substantial
(70%-90%) recovery in the event of payment default.

"The ratings on Colt Defense reflect weak credit protection
measures stemming from high debt leverage, very limited product
diversity, and a small revenue base [$175 million-$200 million],"
said Standard & Poor's credit analyst Christopher DeNicolo.
"These factors are offset somewhat by high levels of defense
spending and sole-source contracts."

The proceeds from the credit facility, $56 million of subordinated
notes, and $30 million of equity from a new investor, will be used
to finance a $125 million dividend to the company's majority
owner, Sciens Capital Management, and to refinance existing debt.
The increased debt will result in debt to EBITDA rising to more
than 5.5x from 2.8x in 2006.  Other credit protection measures are
also expected to be weak, with funds from operations to debt of
5%-10% and EBITDA interest coverage of 2x-2.5x.  Modest
improvement is expected over the intermediate term as a result of
earnings growth and debt reduction using free cash flows.

Hartford, Connecticut-based Colt Defense produces small arms for
the U.S. and foreign militaries and law enforcement agencies and
resells related accessories.  The company's primary, and
essentially only product, are variants of the M4 carbine and its
predecessor, the M16.  More than 70% of revenues are to the U.S.
military, including sales under the foreign military sales
program.  The M4 is now the standard issue rifle for the U.S. Army
and Colt Defense is the exclusive supplier through 2009, with
orders that extend into 2010.  The government can open the
procurement for competition after 2009, but the company would
receive a 5% royalty if another contractor were selected.
Operating margins are good at around 20% due to the fixed-price
contracts and efforts to improve operating efficiency, although
the absolute amount of earnings are small.

Solid near-term demand for the company's products is likely to
result in growing revenues, earnings, and cash flow.  Debt
reduction with free cash flows should result in a gradual
improvement in credit protection measures.  S&P could revise the
outlook to negative if a delay or cut in military funding
materially reduces demand for the firm's products.  S&P do not
expect to revise the outlook to positive in the intermediate term.


COMMONWEALTH EDISON: Fitch Puts Seven Ratings Under Pos. Watch
--------------------------------------------------------------
Fitch Ratings has placed the ratings of Commonwealth Edison Co.
(Issuer Default Rating [IDR] 'BB') on rating watch positive and
removed all ratings from rating watch negative.  The rating watch
positive reflects the legislative approval of a rate compromise
agreement among the Illinois legislature and the state's utilities
and power suppliers, to provide $1 billion of rate credits over a
four-year period for residential and small commercial customers in
Illinois.  If approved by the Governor, Fitch would anticipate
raising Comed's senior unsecured debt rating to investment grade.
For a list of ratings see the end of this press release.

As per the agreement, the majority of the rate credits will be
funded by Exelon Generation Company, LLC with only a modest
contribution by Comed.  Importantly, the rate agreement alleviates
the legislative threat of a rate freeze and a roll back of rates
to the 2006 level, as well as a generation tax, and assures
Comed's ability to recover future power supply costs through a new
procurement process.

A new state agency, the Illinois Power Agency, will be created to
procure power on behalf of the Illinois utilities residential and
small commercial customers through a request for proposal process
with all costs passed through to rate payers.  Power contracts
arranged by the new power authority will be signed by the
utilities as the contract counterparty.  The competitive
procurement auction implemented in 2006 will be discontinued, but
contracts entered into under the 2006 auction will remain in place
and related costs will be reflected in electricity tariffs.  As
required by the legislation, Comed also entered into a multi-year
financial swap contract with Exgen that should insure price
stability through May 31, 2013.

Approximately $488 million of the rate credits will benefit Comed
customers, with the three Ameren electric utilities in Illinois
receiving an additional $488 million.  An additional $25 million
will be allocated to the Illinois Power Authority Trust Fund.  The
Comed rate credits will be implemented over four years, including
$283 million in 2007.  Comed will contribute approximately $53
million in the form of credits to customer bills, while Exgen will
provide approximately $747 million, Ameren $150 million and other
suppliers $50 million.  Additionally, the roughly $11 million
already credited to Comed customers through a voluntary rate
stabilization plan will remain in place.

The ratings of Exelon Generation (IDR of 'BBB+' with a Stable
Rating Outlook) are unaffected by its commitment to provide
$750 million in cash over a four year period to the Il. utilities
to fund consumer billing credits.  The resulting reduction in cash
flow is more than offset by the re-pricing of below market
contracts in 2007 and the provision for ongoing market based power
pricing for Exgen's electricity output.  Even after giving effect
to the $750 million in payments to fund the rate credits, Exgen's
credit metrics are expected to remain supportive of the existing
ratings.

Despite the rate agreement, Comed's financial measures are
expected to trend downward due to the expiration of competitive
transition charges as of Dec. 31, 2006 and the stringent
distribution rate increase approved earlier this year.  Financial
improvement is dependent on an increase in distribution rates,
which is not likely before 2008.  Comed plans to file a rate
request later this year to be effective in the second half of
2008.  The outcome of that rate filing will determine the future
direction of Comed's ratings.

These ratings were placed on Rating Watch Positive:

Commonwealth Edison Co.
  -- Issuer Default Rating 'BB';
  -- First mortgage bonds 'BBB';
  -- Sr. unsecured debt 'BB+';
  -- Preferred stock 'BB-';
  -- Short-term IDR 'B';
  -- Commercial paper 'B'.

ComEd Financing Trust III
  -- Preferred securities 'BB-'.


CREDIT SUISSE: Fitch Downgrades Ratings on 35 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Credit Suisse
First Boston Home Equity Asset Trust mortgage pass-through
certificates.  Affirmations total $3.28 billion and downgrades
total $395.1 million.  Break Loss percentages and Loss Coverage
Ratios for each class are included with the rating actions as:

CSFB Home Equity Asset Trust, series 2005-5
  -- $284 million class A affirmed at 'AAA' (BL: 49.33, LCR:
     2.97);
  -- $36.5 million class M-1 affirmed at 'AA+'(BL: 41.67, LCR:
     2.51);
  -- $33 million class M-2 affirmed at 'AA'(BL: 34.90, LCR:
     2.10);
  -- $19.5 million class M-3 affirmed at 'AA-'(BL: 30.89, LCR:
     1.86);
  -- $17.5 million class M-4 affirmed at 'A+'(BL: 27.28, LCR:
     1.64);
  -- $17 million class M-5 downgraded to 'A-' from 'A'(BL: 23.78,
     LCR: 1.43);
  -- $16 million class M-6 downgraded to 'BBB' from 'A-'(BL:
     20.46, LCR: 1.23);
  -- $13 million class M-7 downgraded to 'BB+' from 'BBB+'(BL:
     17.71, LCR: 1.07);
  -- $10 million class B-1 downgraded to 'CCC' from 'BBB'(BL:
     12.13, LCR: 0.73);
  -- $8.5 million class B-2 downgraded to 'CCC' from 'BBB'(BL:
     10.93, LCR: 0.66);
  -- $10 million class B-3 downgraded to 'CCC' from 'BBB-' (BL:
     9.89, LCR: 0.60).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 16.06%;
  -- Realized losses to date (% of original balance): 1.26%;
  -- Expected Remaining Losses (% of Current Balance): 16.61%;
  -- Cumulative Expected Losses (% of Original Balance): 9.28%.

CSFB Home Equity Asset Trust, series 2005-9
  -- $389.4 million class A affirmed at 'AAA'(BL: 43.21, LCR:
     2.90);
  -- $34.2 million class M-1 affirmed at 'AA+'(BL: 37.01, LCR:
     2.48);
  -- $30.2 million class M-2 affirmed at 'AA+'(BL: 31.87, LCR:
     2.14);
  -- $21.2 million class M-3 affirmed at 'AA'(BL: 28.23, LCR:
     1.89);
  -- $14.9 million class M-4 affirmed at 'AA-'(BL: 25.65, LCR:
     1.72);
  -- $14.9 million class M-5 downgraded to 'A' from 'A+'(BL:
     23.07, LCR: 1.55);
  -- $13 million class M-6 downgraded to 'BBB+' from 'A'(BL:
     20.78, LCR: 1.39);
  -- $13.5 million class M-7 downgraded to 'BBB' from 'A-'(BL:
     18.32, LCR: 1.23);
  -- $9.5 million class M-8 downgraded to 'BBB-' from 'BBB+'(BL:
     16.60, LCR: 1.11);
  -- $9 million class B-1 downgraded to 'BB' from 'BBB'(BL:
     14.92, LCR: 1.00);
  -- $7.2 million class B-2 downgraded to 'BB-' from 'BBB'(BL:
     13.54, LCR: 0.91);
  -- $9 million class B-3 downgraded to 'CCC' from 'BBB-' (BL:
     10.80, LCR: 0.72).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 15.63%;
  -- Realized losses to date (% of original balance): 0.52%;
  -- Expected Remaining Losses (% of Current Balance): 14.90%;
  -- Cumulative Expected Losses (% of Original Balance): 11.19%.

CSFB Home Equity Asset Trust, series 2006-6
  -- $506.8 million class A affirmed at 'AAA'(BL: 35.31, LCR:
     2.99);
  -- $31 million class M-1 affirmed at 'AA+'(BL: 28.37, LCR:
     2.41);
  -- $28.9 million class M-2 affirmed at 'AA+'(BL: 25.71, LCR:
     2.18);
  -- $17 million class M-3 affirmed at 'AA+'(BL: 23.74, LCR:
     2.01);
  -- $15.7 million class M-4 downgraded to 'AA-' from 'AA'(BL:
     21.46, LCR: 1.82);
  -- $14 million class M-5 downgraded to 'A+' from 'AA-'(BL:
     19.41, LCR: 1.65);
  -- $12.8 million class M-6 downgraded to 'A-' from 'A+'(BL:
     17.50, LCR: 1.48);
  -- $12.3 million class M-7 downgraded to 'BBB+' from 'A'(BL:
     15.59, LCR: 1.32);
  -- $10.2 million class M-8 downgraded to 'BBB-' from 'A-'(BL:
     14.00, LCR: 1.19);
  -- $8.5 million class B-1 downgraded to 'BB+' from 'BBB+'(BL:
     12.63, LCR: 1.07);
  -- $4.3 million class B-2 downgraded to 'BB' from 'BBB+'(BL:
     11.93, LCR: 1.01);
  -- $8.5 million class B-3 downgraded to 'B+' from 'BBB'(BL:
     9.82, LCR: 0.83);
  -- $6 million class B-4 downgraded to 'B' from 'BBB-' (BL:
     9.37, LCR: .079).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 13.77%;
  -- Realized losses to date (% of original balance): 0.14%;
  -- Expected Remaining Losses (% of Current Balance): 11.79%;
  -- Cumulative Expected Losses (% of Original Balance): 11.04%.

CSFB Home Equity Asset Trust, series 2006-7
  -- $733.8 million class A affirmed at 'AAA'(BL: 32.65, LCR:
     2.75);
  -- $40.2 million class M-1 affirmed at 'AA+'(BL: 27.46, LCR:
     2.31);
  -- $35.8 million class M-2 affirmed at 'AA+'(BL: 24.38, LCR:
     2.05);
  -- $20.4 million class M-3 downgraded to 'AA-' from 'AA'(BL:
     22.27, LCR: 1.88);
  -- $19.3 million class M-4 downgraded to 'A+' from 'AA-'(BL:
     20.25, LCR: 1.71);
  -- $18.7 million class M-5 downgraded to 'A' from 'A+'(BL:
     18.26, LCR: 1.54);
  -- $16.5 million class M-6 downgraded to 'BBB+' from 'A'(BL:
     16.43, LCR: 1.38);
  -- $16.5 million class M-7 downgraded to 'BBB' from 'A-'(BL:
     14.45, LCR: 1.22);
  -- $11 million class M-8 downgraded to 'BB+' from 'BBB+'(BL:
     12.98, LCR: 1.09);
  -- $8.3 million class B-1 downgraded to 'BB' from 'BBB'(BL:
     11.80, LCR: 0.99);
  -- $5.5 million class B-2 downgraded to 'BB-' from 'BBB-'(BL:
     11.01, LCR: 0.93);
  -- $11 million class B-3 downgraded to 'B' from 'BB+' (BL:
     9.67, LCR: 0.81).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 13.1%;
  -- Realized losses to date (% of original balance): 0.05%;
  -- Expected Remaining Losses (% of Current Balance): 11.87%;
  -- Cumulative Expected Losses (% of Original Balance): 10.36%.

CSFB Home Equity Asset Trust, series 2006-8
  -- $821.6 million class A affirmed at 'AAA'(BL: 31.71, LCR:
     2.96);
  -- $41.4 million class M-1 affirmed at 'AA+'(BL: 27.11, LCR:
     2.53);
  -- $36.2 million class M-2 affirmed at 'AA+'(BL: 23.90, LCR:
     2.23);
  -- $21.3 million class M-3 affirmed at 'AA'(BL: 21.83, LCR:
     2.04);
  -- $20.1 million class M-4 affirmed at 'AA-'(BL: 19.85, LCR:
     1.85);
  -- $18.4 million class M-5 affirmed at 'A+'(BL: 18.01, LCR:
     1.68);
  -- $17.8 million class M-6 affirmed at 'A'(BL: 16.12, LCR:
     1.51);
  -- $16.7 million class M-7 affirmed at 'BBB+'(BL: 14.14, LCR:
     1.32);
  -- $10.4 million class M-8 affirmed at 'BBB'(BL: 12.81, LCR:
     1.20);
  -- $6.9 million class B-1 downgraded to 'BBB-' from 'BBB'(BL:
     11.87, LCR: 1.11);
  -- $6.9 million class B-2 downgraded to 'BB' from 'BBB-'(BL:
     10.97, LCR: 1.02);
  -- $11.5 million class B-3 downgraded to 'BB-' from 'BB+' (BL:
     9.71, LCR: 0.91).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 8.75%;
  -- Realized losses to date (% of original balance): 0.02%;
  -- Expected Remaining Losses (% of Current Balance): 10.71%;
  -- Cumulative Expected Losses (% of Original Balance): 9.80%.

In addition, class B-3 (from series 2005-9) is removed from Rating
Watch Negative.

  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June 12
     ,2007);
  -- 'Fitch Affirms $20B & Downgrades $2.4B of U.S. Subprime
      RMBS; New 2005-2006 Surveillance Criteria'.


CREDIT SUISSE: Fitch Rates $2.64MM Class D-B-5 Certificates at B
----------------------------------------------------------------
Credit Suisse Mortgage Securities Corp. mortgage pass-through
certificates, series 2007-5, which closed July 31, 2007, is rated
by Fitch Ratings as:

  -- $951.36 million classes 1-A-1 to 1-A-12, 2-A-1 to 2-A-6, 3-
     A-1 to 3-A-19, 4-A-1 to 4-A-33, 5-A-1 to 5-A-5, 6-A-1 to 6-
     A-5, 7-A-1, 7-A-2, 8-A-1, 8-A-2, 9-A-1, 9-A-2, 10-A-1, 10-A-
     2, AR, AR-L, A-M, D-X, and D-P (senior certificates) 'AAA';

  -- $21.52 million classes D-B-1, D-B-1F and D-B-1X certificates
     'AA';

  -- $9.63 million classes D-B-2, D-B-2F and D-B-2X certificates
     'A';

  -- $14.02 million classes B-3, D-B-3, D-B-3F and D-B-3X
     certificates 'BBB';

  -- $1.70 million class B-4 certificates 'BBB-';

  -- $8.65 million classes B-5 and D-B-4 certificates 'BB';

  -- $2.64 million class D-B-5 certificates 'B'.

Loan group 1 generates cashflows for the class D-B certificates
that support the class 1-A-1 through 1-A-12 certificates.  Loan
groups 2, 3, 4, 5, 6, 7, 8, 9 and 10 generate cashflows for the
group B certificates that support the class 2-A-1 through 2-A-6,
3-A-1 through 3-A-19, 4-A-1 through 4-A-33, 5-A-1 through 5-A-5,
6-A-1 through 6-A-5, 7-A-1, 7-A-2, 8-A-1, 8-A-2, 9-A-1, 9-A-2, 10-
A-1, 10-A-2, A-M, AR, AR-L, D-X and D-P certificates.  The
certificates generally receive distributions based on collections
on the mortgage loans in the corresponding loan group or loan
groups.

The 'AAA' rating on the senior certificates for group 1 reflect
the 13.50% subordination provided by the 5.70% class D-B-1, the
2.55% class D-B-2, the 2.00% class D-B-3, the 1.30% class D-B-4,
the 0.70% class D-B-5, and the 1.25% class D-B-6 (not rated by
Fitch).  The 'AAA' rating on the senior certificates for groups 2
through 10 reflect the 8.25% subordination provided by the 4.05%
class B-1, the 1.20% class B-2, the 0.95% class B-3, the 0.25%
class B-4, the 0.55% class B-5, the 0.70% class B-6 and the 0.55%
class B-7.

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 also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank, N.A., which
is rated 'RMS1' by Fitch.

The mortgage loans in Group 1 consist of 1580 fixed-rate mortgage
loans with an aggregate principal balance of $377,612,998.70 as of
the cut-off date, July 1, 2007.  The mortgage pool has a weighted
average loan-to-value ratio of 80.95% with a weighted average
mortgage rate of 7.62%.  Cash-out refinance loans account for
33.75% and second homes 3.70% of the mortgage pool.  The average
loan balance as of the cut-off date is $238,996 and the loans are
primarily concentrated in California (16.6%), Florida (15.3%), and
New York (10.9%).

The mortgage loans in Groups 2 consist of 3961 fixed-rate mortgage
loans with an aggregate principal balance of $680,907,879.61 as of
the cut-off date, July 1, 2007.  The mortgage pool has a weighted
average LTV of 82.1% with a weighted average mortgage rate of
6.52%.  Cash-out refinance loans account for 31.76% and second
homes 11.87%.  The average loan balance as of the cut-off date is
$171,903 and the loans are all in Puerto Rico (100%).

U.S. Bank National Association will serve as trustee.  Credit
Suisse First Boston Mortgage Securities Corp., a special purpose
corporation, deposited the loans in the trust which issued the
certificates.  For federal income tax purposes, an election will
be made to treat the trust as multiple real estate mortgage
investment conduits (REMICs).


CRYSTAL RIVER: Fitch Holds Low-B Ratings on Two Note Classes
------------------------------------------------------------
Fitch has affirmed nine classes of notes issued by Crystal River
CDO 2005-1, Ltd.  These affirmations are the result of Fitch's
review process and are effective immediately:

  -- $69,305,617 class A floating-rate notes at 'AAA';
  -- $44,750,000 class B floating-rate notes at 'AAA';
  -- $20,500,000 class C floating-rate notes at 'AA';
  -- $42,500,000 class D-1 floating-rate notes at 'AA';
  -- $10,000,000 class D-2 fixed-rate notes at 'AA';
  -- $23,250,000 class E deferrable floating-rate notes at 'A';
  -- $26,444,559 class F deferrable floating-rate notes at 'BBB';
  -- $10,750,000 class G deferrable fixed-rate notes at 'BB+';
  -- $4,750,000 class H deferrable fixed-rate notes at 'BB'.

Crystal River is a managed collateralized debt obligation, which
closed November 30, 2005.  Crystal River is managed until December
2008 with Hyperion Crystal River Capital Advisors, LLC serving as
collateral manager.  The portfolio is composed of 40.5% commercial
mortgage-backed securities, 54.22% residential mortgage backed
securities and 5.3% commercial real estate loans.

Since last review, the collateral quality has been stable with a
weighted average rating of BB-/B+.  However, credit enhancement to
the notes continues to increase due to delevering of the capital
structure.  The paydowns are attributed to two structural features
in the transaction.  First, class F principal is paid down using
30% of excess interest until December 2008.  Secondly, class A
notes have paid down 37% using uninvested sales proceeds.

As a result of the paydowns, as of the June 2007 trustee report,
the A, B, C and D classes and the E and F classes
overcollateralization ratios have improved to 180.4%, 160.5% and
142.5%, respectively, versus their previous levels at 171.2%,
154.2% and 137.5%, respectively.  All overcollateralization ratios
and interest coverage ratios are passing their covenanted levels.
There are currently no defaulted assets in the portfolio.

Of the RMBS exposure, 26.6% is subprime.  The entire RMBS subprime
exposure in the collateral pool is 2005 vintage.  This rating
affirmation incorporates Fitch's revised methodology for 2005
through 2007 vintage subprime RMBS in which default probability is
increased by 25% in the Default VECTOR Model and recoveries for
CCC+ or lower rated collateral is capped at 20%.  Since last
review, two subprime bonds have been downgraded by a weighted
average-1.7 notches.

The CMBS assets in the collateral pool are entirely 2005 vintage
and are comprised of the mezzanine and junior tranches of only six
CMBS deals.  There has been no rating migration among the CMBS
assets in this pool; however, marginal future losses are
anticipated in one junior piece due to delinquent loans and loans
in special servicing.  Fitch modeled the transaction assuming the
losses.

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

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


E-SIM LTD: Losses Cue Kost Forer's Going Concern Doubt Opinion
--------------------------------------------------------------
Kost Forer Gabbay & Kasierer of Tel Aviv, Israel expressed
substantial doubt about e-SIM Ltd.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Jan. 31, 2007, and 2006.  The
auditing firm pointed to the company's operating losses, working
capital deficit, shareholders' deficit, default in its payment of
its obligations under a loan agreement and negative cash flow from
operating activities.

The company posted a $3,831,000 net loss on $2,506,000 of total
revenues for the year ended Jan. 31, 2007, as compared with a
$2,868,000 net loss on $4,165,000 of total revenues in the prior
year.

At Jan. 31, 2007, the company's balance sheet showed $1,900,000 in
total assets and $15,077,000 in total liabilities, resulting in a
$13,177,000 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2207

                        About e-SIM Ltd.

Headquartered in Modiin, Israel e-SIM Ltd. -- http://www.e-
sim.com/ -- designs and engineers MMI (Man-Machine Interface)
solutions for wireless and other electronic products. A wide range
of platform vendors and wireless handset manufacturers use e-SIM's
MMI Solutions including Texas Instruments, FreeScale (formerly
Motorola SPS), Renesas, Sasken, NEC, Kyocera, BenQ, and others. e-
SIM's MMI technology has been incorporated into millions of
handsets on the market.


EDS CORP: Earns $143 Million in Second Quarter of 2007
------------------------------------------------------
EDS Corp. reported second quarter 2007 net income of $143 million,
versus second quarter 2006 net income of $107 million.

Second quarter revenue increased 5% to $5.45 billion from $5.19
billion in the year-ago quarter.  Second quarter revenue increased
1 percent on an organic basis, which excludes the impact of
currency fluctuations, acquisitions and divestitures.

"EDS continued to make significant operational progress in the
second quarter," Mike Jordan, chairman and chief executive
officer, said.  "Earnings and revenues were solid and keep us on
pace to achieve our full-year guidance.  We improved our
competitiveness by building on our capabilities in applications
services, deploying our Global Services Network and continuing to
drive leverage, standardization and quality in our global delivery
system."

Jordan indicated that, as a result of the capital requirements of
new business transitions and intensified investment in upgrading
and automating facilities, EDS' full-year 2007 free cash flow will
now most likely be in the range of $900 million to $1 billion.

EDS signed $4.3 billion in contracts in the second quarter of 2007
versus $5.4 billion in the year-ago quarter.  EDS signed six deals
in the second quarter of 2007 with contract values greater than
$100 million with clients in the communications, government,
financial services and consumer goods industries -- including an
eight-year, approximately $1 billion applications and IT services
contract with Germany-based KarstadtQuelle AG, Europe's leading
retail and tourism group.

"EDS is increasingly well positioned in the marketplace,"
President and Chief Operating Officer Ron Rittenmeyer, who will
become president and chief executive officer effective Sept. 1,
said.  "Our sales pipeline is strong, especially in applications
services, a priority growth area for the company, and we are
winning an increasing percentage of new logos.

"At the same time, we are intensifying our current change
management programs to further build out our applications business
and capabilities, while achieving incremental, productivity-
related savings.  In applications, we will continue to expand our
presence -- both organically and through targeted acquisitions --
in areas such as SAP and industry-related applications.  To drive
increased productivity and competitiveness, we will also continue
to aggressively deploy offshore programming and delivery
resources."

Second quarter 2007 operating margin was 4.3% on an adjusted basis
versus 2.9% in the year-ago quarter.

Free cash flow was $156 million in the second quarter of 2007
versus $362 million for the year-ago period, when EDS benefited
from two large one-time client payments.

                          About EDS Corp.

Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                          *     *     *

EDS Corp.'s 7-1/8% Notes due 2009 carry Moody's Investors
Service's Ba1 rating.


FIRST FRANKLIN: Fitch Lowers Ratings on 18 Certificate Classes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on 5 First Franklin
Financial Corporation residential mortgage-backed certificates.
Affirmations total $5.6 billion and downgrades total
$448 million.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

Series 2006-FF9
  -- $1.1 billion class A affirmed at 'AAA' (BL: 28.73, LCR:
     2.52);
  -- $55.6 million class M-1 affirmed at 'AA+' (BL: 25.52, LCR:
     2.24);
  -- $51.4 million class M-2 downgraded to 'AA-' from 'AA+' (BL:
     21.87, LCR: 1.92);
  -- $30.3 million class M-3 downgraded to 'A+' from 'AA' (BL:
     19.71, LCR: 1.73);
  -- $26.1 million class M-4 downgraded to 'A' from 'AA-' (BL:
     17.84, LCR: 1.57);
  -- $25.3 million class M-5 downgraded to 'A-' from 'A+' (BL:
     16.01, LCR: 1.41);
  -- $23.6 million class M-6 downgraded to 'BBB' from 'A' (BL:
     14.27, LCR: 1.25);
  -- $21.9 million class M-7 downgraded to 'BB+' from 'A-' (BL:
     12.42, LCR: 1.09);
  -- $13.5 million class M-8 downgraded to 'BB' from 'BBB+' (BL:
     11.17, LCR: 0.98);
  -- $11.8 million class M-9 downgraded to 'B+' from 'BBB' (BL:
     9.96, LCR: 0.87);
  -- $16 million class M-10 downgraded to 'B' from 'BBB-' (BL:
     8.78, LCR: 0.77).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 11.61%;
  -- Realized losses to date (% of original balance): 0.13%;
  -- Expected Remaining Losses (% of Current Balance): 11.39%;
  -- Cumulative Expected Losses (% of Original Balance): 9.65%.

Series 2006-FF11
  -- $1.3 billion class A affirmed at 'AAA' (BL: 29.25, LCR:
     2.63);
  -- $64.6 million class M-1 affirmed at 'AA+' (BL: 26.20, LCR:
     2.35);
  -- $57.1 million class M-2 affirmed at 'AA+' (BL: 22.75, LCR:
     2.04);
  -- $34.6 million class M-3 downgraded to 'AA-' from 'AA' (BL:
     20.61, LCR: 1.85);
  -- $31.8 million class M-4 downgraded to 'A+' from 'AA' (BL:
     18.62, LCR: 1.67);
  -- $30 million class M-5 downgraded to 'A' from 'A+' (BL:
     16.74, LCR: 1.50);
  -- $26.2 million class M-6 downgraded to 'BBB+' from 'A' (BL:
     15.06, LCR: 1.35);
  -- $26.2 million class M-7 downgraded to 'BBB-' from 'A-' (BL:
     13.18, LCR: 1.18);
  -- $20.6 million class M-8 downgraded to 'BB+' from 'BBB' (BL:
     11.57, LCR: 1.04);
  -- $17.8 million class M-9 downgraded to 'BB-' from 'BBB-' (BL:
     10.03, LCR: 0.90);
  -- $18.7 million class M-10 downgraded to 'B' from 'BB+' (BL:
     8.96, LCR: 0.80).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 11.40%;
  -- Realized losses to date (% of original balance): 0.01%;
  -- Expected Remaining Losses (% of Current Balance): 11.14%;
  -- Cumulative Expected Losses (% of Original Balance): 9.84%.

Series 2006-FF15
  -- $1.7 billion class A affirmed at 'AAA' (BL: 26.86, LCR:
     3.09);
  -- $72.5 million class M-1 affirmed at 'AA+' (BL: 23.45, LCR:
     2.70);
  -- $61.3 million class M-2 affirmed at 'AA' (BL: 20.35, LCR:
     2.34);
  -- $37.9 million class M-3 affirmed at 'AA-' (BL: 18.43, LCR:
     2.12);
  -- $33.5 million class M-4 affirmed at 'A+' (BL: 16.72, LCR:
     1.92);
  -- $32.3 million class M-5 affirmed at 'A' (BL: 15.05, LCR:
     1.73);
  -- $30.1 million class M-6 affirmed at 'A-' (BL: 13.40, LCR:
     1.54);
  -- $25.6 million class M-7 affirmed at 'BBB+' (BL: 11.81, LCR:
     1.36);
  -- $15.6 million class M-8 affirmed at 'BBB' (BL: 10.79, LCR:
     1.24);
  -- $14.5 million class M-9 affirmed at 'BBB-' (BL: 9.74, LCR:
     1.12);
  -- $22.3 million class B downgraded to 'BB-' from 'BB+' (BL:
     8.05, LCR: 0.93).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 7.28%;
  -- Realized losses to date (% of original balance): 0.02%;
  -- Expected Remaining Losses (% of Current Balance): 8.69%;
  -- Cumulative Expected Losses (% of Original Balance): 8%.

Series 2005-FFH4
  -- $425.8 million class A affirmed at 'AAA' (BL: 54.14, LCR:
     4.28);
  -- $53.1 million class M-1 affirmed at 'AA+' (BL: 43.29, LCR:
     3.42);
  -- $51.6 million class M-2 affirmed at 'AA' (BL: 36.10, LCR:
     2.85);
  -- $20.1 million class M-3 affirmed at 'AA-' (BL: 33.27, LCR:
     2.63);
  -- $24.6 million class M-4 affirmed at 'A+' (BL: 29.79, LCR:
     2.35);
  -- $22.6 million class M-5 affirmed at 'A' (BL: 26.58, LCR:
     2.10);
  -- $15.2 million class M-6 affirmed at 'A-' (BL: 24.33, LCR:
     1.92);
  -- $19.2 million class M-7 affirmed at 'A-' (BL: 21.33, LCR:
     1.68);
  -- $15.2 million class M-8 affirmed at 'BBB+' (BL: 18.94, LCR:
     1.50);
  -- $12.3 million class M-9 affirmed at 'BBB' (BL: 17.14, LCR:
     1.35);
  -- $11.8 million class M-10 affirmed at 'BB+' (BL: 15.46, LCR:
     1.22);
  -- $6.4 million class B-1 affirmed at 'BB+' (BL: 14.56, LCR:
     1.15);
  -- $9.8 million class B-2 affirmed at 'BB' (BL: 13.13, LCR:
     1.04);
  -- $8.8 million class B-3 affirmed at 'BB' (BL: 11.99, LCR:
     0.95).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 12.35%;
  -- Realized losses to date (% of original balance): 0.82%;
  -- Expected Remaining Losses (% of Current Balance): 12.66%;
  -- Cumulative Expected Losses (of Original Balance): 10.06%.

Series 2006-FFH1
  -- $233.5 million class A affirmed at 'AAA' (BL: 44.27, LCR:
     3.46);
  -- $25.9 million class M-1 affirmed at 'AA+' (BL: 39.33, LCR:
     3.07);
  -- $22 million class M-2 affirmed at 'AA' (BL: 33.62, LCR:
     2.62);
  -- $10.7 million class M-3 affirmed at 'AA-' (BL: 30.72, LCR:
     2.40);
  -- $7.8 million class M-4 affirmed at 'A+' (BL: 28.60, LCR:
     2.23);
  -- $9.3 million class M-5 affirmed at 'A' (BL: 26.08, LCR:
     2.04);
  -- $6.8 million class M-6 affirmed at 'A-' (BL: 24.18, LCR:
     1.89);
  -- $10 million class M-7 affirmed at 'BBB+' (BL: 21.34, LCR:
     1.67);
  -- $8 million class M-8 affirmed at 'BBB+' (BL: 19.04, LCR:
     1.49);
  -- $5.6 million class M-9 affirmed at 'BBB' (BL: 17.31, LCR:
     1.35);
  -- $8.3 million class M-10 affirmed at 'BBB-' (BL: 15.21, LCR:
     1.19).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 13.40%;
  -- Realized losses to date (% of original balance): 0.62%;
  -- Expected Remaining Losses (% of Current Balance): 12.81%;
  -- Cumulative Expected Losses (% of Original Balance): 10.27%.
  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June 12
     ,2007);
  -- 'Fitch Affirms $20B & Downgrades $2.4B of U.S. Subprime
      RMBS; New 2005-2006 Surveillance Criteria'.


FREDERICK HAMPTON: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Frederick Hampton Roy, Sr.
        Mary Michelle Roy
        2155 Greers Ferry Road
        P.O. Box 111
        Drasco, AR 72530

Bankruptcy Case No.: 07-14145

Chapter 11 Petition Date: July 31, 2007

Court: Eastern District of Arkansas (Batesville)

Judge: Audrey R. Evans

Debtor's Counsel: Andrew L. Clark, Esq.
                  Clark & Byarlay
                  120 South Cross Street
                  Little Rock, AR 72201
                  Tel: (501) 376-0550
                  Fax: (501) 376-7447

Total Assets:   $301,089

Total Debts:  $1,256,600

Debtor's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Small Business Administration  non-purchase money        $657,062
c/o Arkansas Capital Corp.     mortgage; value of
200 Commerce Street            security:
Little Rock, AR 72201          $220,000; value of
                               senior lien:
                               $131,407

Vincent Insalaco               personal loan             $200,000
9509 Maryland Cove
Sherwood, AR 72120

Internal Revenue Service       taxes; value of           $106,206
700 West Capital, Stop 5700    security:
Little Rock, AR 72201          $220,000; value
                               of senior lien:
                               $788,469

Heritage Properties, Ltd.      civil judgment             $45,000

                               unpaid rent                unknown

Bank of America                unsecured debt             $41,988

Chase                          unsecured debt             $28,689

Discover                       credit card                $18,002
                               purchases

Sears/C.B.S.D.                 credit card                 $8,497
                               purchases

Pulaski County Tax Collector   2005 real estate            $5,089
                               taxes

Bill Fitts Auto Sales          vehicle; value of           $5,000
                               of security:
                               $5,000

Hyundai Motor Finance          unsecured debt              $4,278

G.E.M.B./Arkansas Furniture    unsecured debt              $2,990

G.E.M.B./Old Navy              credit card                 $1,282
                               purchases

Pler One                       credit card                   $950
                               purchases

W.F.N.N.B./Victoria's Secret   credit card                   $340
                               purchases


GE CAPITAL: Cash Accumulation Prompts Fitch's Positive Watch
------------------------------------------------------------
Fitch Ratings has placed two classes of subordinate notes of the
GE Capital Credit Card Master Note Trust, Series 2004-2 on rating
watch positive.  The rating watch designation affects
$162.5 million of credit card backed securities.  Currently there
are $952.5 million of outstanding notes that form part of the
2004-2 series, which includes $790 million of class A notes,
$110 million of class B notes, and $52.5 million of class C notes.
Additionally, a $47.5 million excess collateral piece is in place
to provide subordination to the senior classes.  The notes are
secured by a pool of private label and dual revolving credit card
receivables generated by GE Money Bank.

The placement on watch results from utilization of an existing
structural feature, specifically the accumulation of cash in the
principal accumulation account, for the benefit of the noteholders
on the series expected maturity date.  Each month as funds are
deposited into the PAA, a larger percentage of the notes are
backed by cash rather than receivables.  This effectively reduces
the noteholder's exposure to credit risk from charged-off
receivables and increases the likelihood of timely principal
repayment.  The series 2004-2 notes were structured with a 10-
month accumulation period, and the series began funding the PAA in
November 2006.  As of July 15, 2007, the PAA balance was $762
million, which represents a significant portion of the $790
million of class A notes.

The excess collateral piece was structured with a step-down
provision during the accumulation phase to a floor of
$30 million, or 3% of the initial collateral balance.  In March
2007 the excess collateral reached its floor and will remain there
until the transaction is paid in full.  The ratings address the
likelihood of investors receiving full and timely interest
payments in accordance with the terms of the underlying documents
and full repayment of principal by the legal final termination
dates.  They do not address the likelihood of principal repayment
by the expected note payment dates.


GILLESPIE CLO: S&P Puts BB- Prelim Rating on EUR15MM Cl. E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Gillespie CLO PLC's EUR282.9 million floating-rate
notes due 2023.

The preliminary ratings are based on information as of Aug. 1,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The credit support provided to each class of notes
        through the subordination of cash flows to the more
        junior classes;

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

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.


                   Preliminary Ratings Assigned
                         Gillespie CLO PLC

           Class                 Rating          Amount
           -----                 ------          ------
           A-1                   AAA          EUR97,500,000
           A-2*                  AAA          EUR65,000,000
           A-3                   AAA          EUR40,000,000
           B                     AA           EUR26,700,000
           C                     A            EUR20,700,000
           D                     BBB-         EUR18,000,000
           E                     BB-          EUR15,000,000
           Subordinated notes    NR           EUR26,200,000


*Class A-2 is a multicurrency revolving note that can be drawn on
in euros, U.S. dollars, or sterling.  Approximately EUR61 million
of the class A-2 multicurrency revolving note will be funded on
the closing date.  The remaining EUR4 million will be drawn as
needed to meet collateral funding needs, provided that the total
class A-2 note issuance does not exceed EUR65 million.

NR -- Not rated.


GMAC COMMERCIAL: S&P Holds Low-B Ratings on 6 Cert. Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of mortgage pass-through certificates from GMAC Commercial
Mortgage Securities Inc.'s series 2004-C1.  Concurrently, S&P
affirmed its ratings on 16 other classes from the same series.
S&P also affirmed its ratings on the class S-AFR1, S-AFR2, S-AFR3,
and S-AFR4 raked certificates from GMAC Commercial Mortgage
Securities Inc.'s series 2003-C3.

The raised and affirmed ratings on the certificates from series
2004-C1 reflect credit enhancement levels that provide adequate
support through various stress scenarios.  The upgrades of several
senior classes of certificates reflect the defeasance of the
collateral securing 17% ($115.7 million) of the pool.  The
affirmed ratings on the raked certificates from series 2003-C3
reflect S&P's analysis of the AFR/Bank of America portfolio loan.

As of the July 10, 2007, remittance report, the trust collateral
consisted of 64 mortgage loans with an outstanding principal
balance of $687.1 million, compared with $721.4 million and the
same number of loans at issuance.  The master servicer, Capmark
Finance Inc., reported primarily year-end 2006 financial
information for 92% of the pool, which excludes the aforementioned
defeased loans.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.59x, up
from 1.42x at issuance.  With the exception of one loan ($1.4
million) that is 90-plus-days delinquent and with the special
servicer, CWCapital Asset Management, all of the loans in the pool
are current.  To date, the trust has not experienced any losses.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $267.9 million (39%) and a weighted average
DSC of 1.66x, up from 1.50x at issuance.  However, one of the top
10 exposures is on the master servicer's watchlist and is
discussed below.  Standard & Poor's reviewed the property
inspection reports provided by the master servicer for the assets
underlying the top 10 exposures, and all were reported to be in
"good" condition except for some of the properties in the AFR/Bank
of America portfolio, which were said to be in "fair" condition.

Two of the top 10 exposures exhibited credit characteristics
consistent with investment-grade obligations at issuance and
continue to do so.  Tysons Corner Center, the second-largest
exposure in the pool, has a trust balance of $34.3 million (5%)
and a whole-loan balance of $333.5 million.  The whole loan
consists of an A note that is split into four pari passu pieces.
The loan is secured by 1.6 million sq. ft. of a 2.3 million-sq.-
ft. super-regional retail mall in McLean, Virginia.  Standard &
Poor's underwritten net cash flow has increased by 21% since
issuance.  The property reported DSC of 3.10x and occupancy of 98%
as of Dec. 31, 2006.

The AFR/Bank of America portfolio, the third-largest exposure, has
a trust balance of $34.2 million (5%) and a whole-loan balance of
$375.8 million.  This loan consists of a
$290.4 million A note that is split into six pari passu pieces.
The properties in the portfolio are also encumbered by an
$85.4 million B note that is represented by the S-AFR1, S-AFR2, S-
AFR3, and S-AFR4 nonpooled certificates in the series 2003-C3
transaction.  The raked certificates derive 100% of their cash
flows from the B note.  To date, the collateral for $71 million of
the whole loan balance has been defeased, $6.5 million of which
represents the trust's portion of the outstanding loan balance.

The remaining real estate collateral securing this loan includes
122 office complexes and retail bank branches totaling 6 million
sq. ft. in various locations throughout the U.S.  While the
AFR/Bank of America portfolio's operating performance has remained
stable, operating expenses have exceeded S&P's underwriting
expectations.  This has been mitigated in part, by the defeasance
noted above.  In addition, S&P expect additional collateral will
be defeased by year-end 2007.  DSC and occupancy were reported at
2.02x and 91%, respectively, as of March 2007.

The sole asset with the special servicer, 87-101 Spring Street, is
a 48-unit multifamily apartment complex in Hartford, Connecticut,
which is encumbered by a $1.4 million loan that is 90-plus-days
delinquent.  The loan was transferred to CWCapital in January 2007
due to a monetary default.  The special servicer is pursuing the
appointment of a receiver and foreclosure.  The property reported
a DSC of 1.08x as of December 2006.

The master servicer reported seven loans totaling $50.9 million
(7%) on its watchlist.  The fourth-largest exposure ($32.4
million, 5%), Countryside Apartments, is secured by a 486-unit
multifamily apartment complex in Lanham, Maryland.  The loan was
placed on the watchlist due to a low DSC of 1.07x as of
Dec. 31, 2006, down from 1.36x at issuance.  Occupancy was 92% as
of September 2006.

While the fifth-largest exposure, Columbus International Aircenter
II ($30.5 million, 4%), is not on the master servicer's watchlist,
it reported a DSC of 1.11x as of December 2006.  The loan is
secured by three office/warehouse buildings totaling 1.1 million
sq. ft., which is part of a nine-building complex in Columbus,
Ohio.  Standard & Poor's attributes the low DSC to flat revenue
and increased operating expenses.  Occupancy was 100% as of March
2007.  The remaining loans on the watchlist have either low DSCs
or low occupancies.

Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
those on the watchlist, and those otherwise considered credit
impaired.  The resultant credit enhancement levels adequately
support the raised and affirmed ratings.


                         Ratings Raised

             GMAC Commercial Mortgage Securities Inc.
         Mortgage pass-through certificates series 2004-C1

                       Rating
                       ------
         Class     To        From      Credit enhancement
         -----     --        ----       ----------------
         B         AA+       AA             14.17%
         C         AA        AA-            12.99%
         D         A+        A              10.76%
         E         A         A-              9.58%

                         Ratings Affirmed

             GMAC Commercial Mortgage Securities Inc.
         Mortgage pass-through certificates series 2004-C1

               Class     Rating    Credit enhancement
               -----     ------     ----------------
               A-1       AAA            17.19%
               A-1A      AAA            17.19%
               A-2       AAA            17.19%
               A-3       AAA            17.19%
               A-4       AAA            17.19%
               F         BBB+            7.74%
               G         BBB             6.56%
               H         BBB-            4.99%
               J         BB+             4.33%
               K         BB              3.67%
               L         BB-             3.02%
               M         B+              2.62%
               N         B               2.23%
               O         B-              1.84%
               X-1       AAA              N/A
               X-2       AAA              N/A

             GMAC Commercial Mortgage Securities Inc.
        Mortgage pass-through certificates series 2003-C3

               Class     Rating    Credit enhancement
               -----     ------     ----------------
               S-AFR1    A-              N/A
               S-AFR2    BBB+            N/A
               S-AFR3    BBB             N/A
               S-AFR4    BBB-            N/A


                      N/A - Not applicable.


GOODYEAR TIRE: Completes Engineered Products Sale to Carlyle Group
------------------------------------------------------------------
The Goodyear Tire & Rubber Company has completed the sale of
substantially all of its Engineered Products business to EPD Inc.,
an entity sponsored by Carlyle Partners IV L.P., for
$1.475 billion, subject to certain post-closing adjustments.

The transaction was announced on March 23, 2007.  Through a long-
term license agreement, products will continue to carry the
"Goodyear" brand, while the legal name of the company has been
changed to "Veyance Technologies, Inc."

"The completion of the sale of the Engineered Products business is
the culmination of the Capital Structure Improvement Plan we began
in 2003," Robert J. Keegan, Goodyear chairman and chief executive
officer, said.  "This plan has been critical in creating a more
competitive balance sheet that will now enable us to execute
against our growth strategy by providing reliable access to
capital throughout the economic cycle."

Goodyear anticipates net proceeds of approximately $1.4 billion
net of transaction costs, taxes and other agreed-upon payments
related to employee buyouts and retirement benefits.  It expects
to record an after-tax gain on the sale in the third quarter of
2007.

The company expects to use the proceeds to reduce debt, address
legacy obligations and invest in growing its core consumer and
commercial tire businesses.  Goodyear's global strategy includes
additional investment to increase high value added production
capacity by 40 percent over five years and increase low cost
capacity by 33 percent in existing plants as part of the
strategy to drive low cost capacity to 50% of its total.
Consistent with these global investment plans, Goodyear has agreed
with the United Steelworkers to extend its commitment to invest in
high value added capacity in North America beyond the previously
announced three-year commitment.

"We are excited about this new chapter in our history and we look
forward to a strong and fruitful partnership with The Carlyle
Group," Veyance Chief Executive Officer Timothy R. Toppen said.

Mr. Toppen said customers will continue to see the Goodyear
Engineered Products brand and uncompromising standards they have
known since 1898.  "In addition, we have adopted a new corporate
name -- Veyance Technologies, Inc. It combines two critical
components of our daily operations.  Our products convey
materials, fluids or power from one location to another and are
designed to optimize performance for customers and end users.

"While the Goodyear Engineered Products brand will remain front
and center in our marketing, the Veyance moniker will identify our
new company as we prepare for and aggressively pursue growth
opportunities."

"Veyance has proven products, an excellent management team and
significant growth prospects domestically and abroad," Carlyle
Managing Director Daniel A. Pryor said.  "Carlyle will support Tim
and his team as they continue to provide quality products to their
industrial, military, and automotive customers."

The Engineered Products business operates 32 facilities in 12
countries and has approximately 6,300 associates.  It manufactures
and markets engineered rubber products for industrial, military,
consumer and transportation original equipment end-users.

                     About The Carlyle Group

The Carlyle Group -- http://www.carlyle.com/-- is a global
private equity firm with $71.4 billion under management.  Carlyle
invests in buyouts, venture & growth capital, real estate and
leveraged finance in Asia, Europe and North America, focusing on
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, infrastructure,
technology & business services and telecommunications & media.
The Carlyle Group employs more than 800 people in 19 countries.

                    About Veyance Technologies

Headquartered in Akron, Ohio, Veyance Technologies, Inc. --
http://www.veyance.com/-- manufactures and sells Goodyear
Engineered Products branded industrial power transmission
products; heavy-duty and lightweight conveyor belts; hydraulics;
rubber track; and automotive and heavy-duty truck belts, hose,
tensioners and air springs.

                          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.


GRAND PRIX: Case Summary & 55 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Grand Prix Speedways-St. Louis, L.L.C.
             3590 Rider Trail South
             Earth City, MO 63045

Bankruptcy Case No.: 07-44883

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Grand Prix Speedways-St. Louis RE, L.L.C.          07-44884
Grand Prix Speedways-St. Louis Equipment, L.L.C.   07-44885
Grand Prix Restaurants-St. Louis, L.L.C.           07-44886

Type of business: The Debtor owns and operates two paved indoor
                  karting sprint circuits.  See
                  http://www.grandprixspeedways.com/

Chapter 11 Petition Date: July 31, 2007

Court: Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen, III

Debtors' Counsel: Robert A. Breidenbach, Esq.
                  Steven Goldstein, Esq.
                  Goldstein & Pressman, P.C.
                  121 Hunter Ave., Suite 101
                  St. Louis, MO 63124
                  Tel: (314) 727-1717
                  Fax: (314) 727- 1447

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Grand Prix Speedways-              Less than         $1 Million to
St. Louis, L.L.C.                    $10,000          $100 Million

Grand Prix Speedways-              Less than         $1 Million to
St. Louis RE, L.L.C.                 $10,000          $100 Million

Grand Prix Speedways-              Less than         $1 Million to
St. Louis Equipment, L.L.C.          $10,000          $100 Million

Grand Prix Restaurants-            Less than         $1 Million to
St. Louis, L.L.C.                    $10,000          $100 Million

A. Grand Prix Speedways-St. Louis, LLC's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Don C. Musick Construction     possible alleged        $4,119,857
Co.                            claim
254 Hanley Industrial Court
St. Louis, MO 63144

Guarantee Electric             possible alleged          $997,781
Construction Co.               claim
3415 Bent Avenue
St. Louis, MO 63116

Murphy Company Mechanical      possible alleged          $317,150
Contracts and Engineers        claim
1233 North Price Road
St. Louis, MO 63132

Stephens Floor Covering Co.    possible alleged          $269,169
2606 Rock Hill Industrial      claim
Court
St. Louis, MO 63132

Southern Illinois Interiors,   possible alleged          $239,298
Inc.                           claim

Vee Jay Cement Contracting     possible alleged          $141,341
Co., Inc.                      claim

St. Charles Glass Glazing,     possible alleged          $180,035
Inc.                           claim

Niehaus Construction           possible alleged          $134,095
                               claim

Hammert's Iron Works, Inc.     possible alleged          $133,485
                               claim

N.B. West Contracting Co.      possible alleged          $128,602
                               claim

Signal Protection, Inc.                                  $106,991

Edward Simon Painting Co.      possible alleged           $86,618
                               claim

Studio One Architecture, Inc.                             $63,283

Long Elevator Machine Co.,     possible alleged           $57,647
Inc.                           claim

M.P.P.&W.                                                 $45,286

Virtual Concepts                                          $42,750

Lorenz and Associates, Inc.    possible alleged           $41,953
                               claim

Rogers Townsend                                           $41,068

Fleishman Hillard, Inc.                                   $37,769

Missouri Department of                                    $32,981
Revenue

B. Grand Prix Speedways-St. Louis RE, LLC's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Commerce Bank N.A.                                     $5,291,835
8000 Forsyth
St. Louis, MO 63105

Commerce Bank, N.A.            building note           $4,926,700
Commercial Loan Account
BB3-7A
P.O. Box 26650
Kansas City, MO 64196-6650

Musick Construction                                    $4,570,101
254 Hanley Industrial Court
St. Louis, MO 63144

Don C. Musick Construction     claim mechanic's        $4,119,857
Company                        lien; value of
254 Hanley Industrial Court    security: unknown
St. Louis, MO 63144

Guarantee Electric             mechanic's lien           $997,781
Construction Co.               claim; value of
3415 Bent Avenue               security: unknown
St. Louis, MO 63116

Murphy Company Mechanical      mechanic's lien           $317,150
Contractors and Engineers      claim; value of
1233 North Price Road          security: unknown
St. Louis, MO 63132

Hammert's Iron Works, Inc.     mechanic's lien           $133,485
                               claim; value of
                               security: unknown

N.B. West Contracting          mechanic's lien           $128,602
Company                        claim; value of
                               security: unknown

Collector of Revenue                                      $89,403

Edward Simon Painting Co.      mechanic's lien            $86,618
                               claim; value of
                               security: unknown

Studio One Architecture, Inc.                             $63,283

Long Elevator Machine          mechanic's lien            $57,647
Company, Inc.                  claim; value of
                               security: unknown

Lorenz and Associates, Inc.    mechanic's lien            $41,953
                               claim; value of
                               security: unknown

Interface Security Systems,    mechanic's lien            $26,664
L.L.C.                         claim; value of
                               security: unknown

Armstrong Teasdale, L.L.P.                                 $7,608

Earth City Board of Trustees                               $1,134

Gateway Mechanical, Inc.       mechanic's lien            unknown
                               claim; value of
                               security: unknown

Internal Revenue Service       for information            unknown
                               only

Kramer & Frank, P.C.           successor trustee          unknown
                               under deed of trust;
                               value of security:
                               unknown

Missouri Department of         for information            unknown
Revenue                        only

C. Grand Prix Speedways-St. Louis Equipment, LLC's Seven Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Commerce Bank, N.A.                                    $6,242,343
8000 Forsyth
St. Louis, MO 63105

S.P.L. Integrated Solutions                              $102,971
2564 Kohle Drive
Miamisburg, OH 45342

Midwest Office Supply                                     $72,386
P.O. Box 4563
Springfield, IL 62708-4563

D.F.S. Acceptance                                          32,291

County of St. Louis                                       unknown

Interior Revenue Service       for information            unknown
                               only

Missouri Department of         for information            unknown
Revenue                        only

D. Grand Prix Restaurants-St. Louis, LLC's Eight Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Commerce Bank, N.A.            potential guarantee     $6,000,000
8000 Forsyth                   liability for debts
St. Louis, MO 63105            of operating, real
                               estate and equipment
                               companies

Missouri Department of                                    $41,762
Revenue
P.O. Box 3360
Jefferson City, MO
65105-0840

                               sales tax                  $28,000

LaCHEF and Co.                                            $65,961
7169 Manchester Road
St. Louis, MO 63143

Jenkins & Kling, P.C.                                      $4,959

Grey Eagle Distributors                                    $1,010

Fortel's Pizza Den                                           $640

Sno Cap Sales, Inc.                                          $105

Internal Revenue Service       for information only       unknown


GRENADA: S&P Lifts Sovereign Credit Rating to B- from CCC+
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term sovereign
credit rating on Grenada to 'B-' from 'CCC+', reflecting steps
taken by the government to improve debt-payment management.
Standard & Poor's also affirmed its 'C' short-term sovereign
credit rating on Grenada.  The outlook remains stable.

According to Standard & Poor's credit analyst Olga Kalinina,
improvements in debt-servicing procedures lower the risk of new
domestic debt arrears.  "Specifically, administrative measures
taken by the government in June 2007 to streamline its debt-
payment mechanism significantly reduce the risk of new
intermittent arrears on Grenada's domestic commercial debt,"
Ms. Kalinina said.  "At the same time, the likelihood of a new
rescheduling of the 2025 bond remains slim.  As such, the risk of
imminent default on domestic and external debt has subsided, which
is reflected in the rating upgrade," she added.

Nevertheless, the ratings remain constrained by the persistently
difficult fiscal situation and slower-than-expected economic
recovery.  Grenada's fiscal accounts and economic structure were
severely impaired following 2004's Hurricane Ivan.  While the
ensuing debt restructuring in 2005 alleviated fiscal pressure by
reducing interest costs by more than one-half and postponing the
maturity of 45% of the total government debt (87% of total
commercial debt) to 2025, the size of the fiscal debt remained at
118% of GDP, the third largest among speculative-grade-rated
countries.

Given this indebtedness, Grenada's fiscal sustainability hinges
upon a resolute fiscal consolidation and a pick-up in economic
activity, the expectation of which underpinned the post-default
ratings.  However, progress is below par in both of these areas.
On the fiscal front, the deficit, at 7.1% of GDP in 2006 (4.5% on
a general government level, including the 2.6% Social Security
surplus) was worse than projected.  The higher-than-expected
deficits attest to the ongoing inefficiencies in tax revenue
collection, declining inflow of grants, and difficulty in
containing capital expenditure, especially in light of expenditure
related to the Cricket World Cup.

Mrs. Kalinina explained that a number of measures in the 2007
budget-including strengthening of the revenue collection
departments, cutting tax exemptions, and working with the
International Monetary Fund team under the Poverty Reduction and
Growth Facility to set responsible fiscal targets-have been put in
place to boost the fiscal accounts.  However, the recently
announced postponement of the VAT introduction (originally
expected in October 2007), decreasing inflow of grants,
preelection spending pressures amid a polarized political
situation, and ongoing large reconstruction needs are likely to
work in the opposite direction, putting downward pressure on
fiscal performance.  As a result, Standard & Poor's projects only
a gradual reduction in the fiscal deficit to 5.4% of GDP on a
central government level (2.1% on a general government level) in
2007.

"The stable outlook balances out the risk of continuing fiscal
underperformance with a relatively favorable amortization profile
on Grenada's debt," noted Mrs. Kalinina.  "Any upward movement of
the rating hinges on the government's success in improving its
fiscal position and achieving economic growth that will put
Grenada's high debt on the declining trend.  Conversely, downward
rating pressure would stem from the government's inability to keep
deficits under control, which would make resolute debt reduction
difficult and, hence, increase the risk of new debt
renegotiations," she concluded.


GS MORTGAGE: Fitch Affirms BB+ Rating on $11.3MM Class B-2 Certs.
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on GS Mortgage Securities
Corp. residential mortgage pass-through certificates. Affirmations
total $539 million. Break Loss percentages and Loss Coverage
Ratios for each class are included with the rating actions as:

Series 2006-HE6

  -- $401.3 million class A affirmed at 'AAA' (BL: 39.08, LCR:
     3.47);
  -- $25.4 million class M-1 affirmed at 'AA+' (BL: 32.07, LCR:
     2.85);
  -- $30.9 million class M-2 affirmed at 'AA' (BL: 28.19, LCR:
     2.50);
  -- $11.9 million class M-3 affirmed at 'AA-' (BL: 26.14, LCR:
     2.32);
  -- $11.3 million class M-4 affirmed at 'A+' (BL: 24.07, LCR:
     2.14);
  -- $13.2 million class M-5 affirmed at 'A' (BL: 21.62, LCR:
     1.92);
  -- $7.7 million class M-6 affirmed at 'A-' (BL: 20.15, LCR:
     1.79);
  -- $7.7 million class M-7 affirmed at 'BBB+' (BL: 18.64, LCR:
     1.66);
  -- $6.4 million class M-8 affirmed at 'BBB' (BL: 17.35, LCR:
     1.54);
  -- $11.6 million class B-1 affirmed at 'BBB-' (BL: 14.90, LCR:
     1.32);
  -- $11.3 million class B-2 affirmed at 'BB+' (BL: 12.42, LCR:
     1.10).

Deal Summary

  -- Originators, Greater than 5%: 25% Ameriquest Mortgage Co. &
     16% Ownit Mortgage Solutions, Inc.;
  -- 60+ day Delinquency: 10.76%;
  -- Realized losses to date (% of original balance): 0.06%;
  -- Expected Remaining Losses (% of Current Balance): 11.25%;
  -- Cumulative Expected Losses (% of Original Balance): 9.85%.

  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June 12
      ,2007);
  -- 'Fitch Affirms $20B & Downgrades $2.4B of U.S. Subprime
      RMBS; New 2005-2006 Surveillance Criteria'.


HEALTH MANAGEMENT: Earns $11.9 Million in Second Quarter 2007
-------------------------------------------------------------
Health Management Associates Inc. reported consolidated financial
results for the second quarter ended June 30, 2007.

For the second quarter ended June 30, 2007, HMA reported net
operating revenue of $1.1 million; net income of $11.9 million;
and income from continuing operations of $13.1 million.

For the six months ended June 30, 2007, HMA reported net operating
revenue of $2.2 million; net income of $76.9 million; and income
from continuing operations of $78 million.

Net operating revenue from all continuing operations for the
second quarter increased 10.3%, total admissions from continuing
operations grew 2.8%, and total adjusted admissions from
continuing operations grew 4%, in each case as compared to the
same quarter a year ago.

Bad debt expense for the second quarter was $150.6 million
compared to $90.1 million for the same period a year ago, and
$121.2 million for the first quarter ended March 31, 2007.

Compared to the same quarter a year ago, net operating revenue and
net operating revenue per adjusted admission from continuing
operations at hospitals owned and operated by HMA for one year or
more, referred to as same hospitals, increased 7.1% and 5%,
respectively.

Compared to the same quarter a year ago, same hospital admissions
from continuing operations increased 0.4%, same hospital adjusted
admissions from continuing operations increased 2%, same hospital
surgeries from continuing operations decreased 1.6% and same
hospital emergency room visits from continuing operations
increased 2%.

During the second quarter, the results of operations from four
hospitals were accounted for as assets held-for-sale and prior
periods have been reclassified.  After-tax losses from assets
held-for-sale totaled $1.2 million during the second quarter of
2007.  The results of operations from Williamson Memorial
Hospital, located in Williamson, West Virginia had previously been
accounted for as an asset held-for-sale.  As of June 30, 2007, the
results of operations from Williamson are included in continuing
operations and its results in prior periods have been
reclassified.

The sum of uninsured discounts, charity/indigent writeoffs and bad
debt expense, as a percent of the sum of net operating revenue,
uninsured discounts and charity/indigent writeoffs, totaled 25.4%
for the second quarter ended June 30, 2007 compared to 20.3% for
the same quarter a year ago and 20.6% for the first quarter ended
March 31, 2007.

HMA updated its fiscal 2007 diluted EPS from continuing operations
objective range to be between $0.45 and $0.50 to reflect increased
uninsured volumes, a deterioration in the collectibility of
accounts receivable related to those uninsured volumes, and lower
than anticipated overall paying volumes.  This new EPS objective
is based on a net operating revenue objective range of $4.3 to
$4.5 billion, same hospital admissions from continuing operations
experiencing no growth from 2006 and bad debt expense as a
percentage of net operating revenue of about 12% for the remainder
of fiscal year 2007.

On June 4, 2007, HMA announced the signing of a definitive
agreement to sell the 80-bed Lee Regional Medical Center, located
in Pennington Gap, Virginia and the 133-bed Mountain View Regional
Medical Center, located in Norton, Virginia, to Wellmont Health
System. The transaction is expected to be completed on or about
Aug. 1, 2007 and net proceeds from the sale of these two hospitals
will be used entirely to reduce debt.

The company reported total assets of $4.8 billion, total
liabilities of $4.6 billion, and total stockholders' equity of
$121.4 million as of June 30, 2007.

                About Health Management Associates

Health Management Associates Inc. (NYSE: HMA) --
http://www.hma-corp.com/-- owns and operates general acute care
hospitals in non-urban communities located throughout the United
States.  Upon completion of the pending transaction to sell the
125-bed Southwest Regional Medical Center, the 103-bed Summit
Medical Center, and the 76-bed Williamson Memorial Hospital, HMA
will operate 57 hospitals in 14 states with about 8,300 licensed
beds.

                          *     *     *

Health Management Associates Inc.'s proposed senior secured credit
facilities carry Moody's Investors Service Ba2 rating.  HMA also
carries Moody's Ba3 Corporate Family Rating.  The outlook for the
ratings is stable.


HOLLINGER INC: Files for Bankruptcy under CCAA and Chapter 15
-------------------------------------------------------------
Hollinger Inc., together with two of its Canadian subsidiaries
4322525 Canada Inc. and Sugra Limited, has initiated a Court-
supervised restructuring under the Companies' Creditors
Arrangement Act (Canada) and a companion proceeding in the United
States pursuant to Chapter 15 of the U.S. Bankruptcy Code.  Orders
of the Canadian and U.S. Courts were obtained today that have the
effect of staying all actions or enforcement steps that might
otherwise be taken against the Companies, and provides them with
an opportunity to facilitate a restructuring of their assets and
affairs.

"It became necessary to take this step to protect the interests of
all of our stakeholders once it became clear to us that
Hollinger's noteholders intended to accelerate payment of the full
amount of the indebtedness under Hollinger's senior notes," G.
Wesley Voorheis, the CEO of Hollinger, said.  "The primary asset
securing this indebtedness is the Companies' majority interest in
Sun-Times Media Group, Inc."

He went on to say, "Hollinger intends to proceed diligently with a
strategic process designed to maximize the value of Sun-Times for
the benefit of all Sun-Times' stakeholders.  We will
contemporaneously run a strategic process at the Hollinger level
to maximize value for the benefit of all Hollinger's stakeholders.
We believe that these strategic processes will best protect and
enhance the interests of all our stakeholders.  We have sought
court protection today in order to give us a reasonable
opportunity to run these processes through to a successful
conclusion."

Pursuant to the Canadian Court Order obtained on ug. 1, 2007,
Ernst & Young Inc. is appointed by the Court as Monitor to assist
the companies through their restructuring process.  The Canadian
Court Order stays all of the companies' obligations to creditors
for an initial period of 30 days, and may be extended upon
subsequent motions being made to the Court.  A companion Order has
been obtained from the U.S. bankruptcy court, which will remain in
effect pending a further hearing.

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.


HOLLINGER INC: Chapter 15 Petition Summary
------------------------------------------
Debtor and
Petitioner: Hollinger Inc.
            Suite 512, 120 Adelaide Street West
            Toronto M5H 1T1
            Ontario, Canada

Case No.: 07-11029

Debtor-affiliates that filed separate Chapter 15 petitions:

      Entity                          Case No.
      ------                          --------
      4322525 Canada Inc.             07-11030
      Sugra Limited                   07-11031

Type of Business: The Debtors (TSX: HLG.C)(TSX:HLG.PR.B) owns
                  approximately 70.1% voting and 19.7% equity
                  interest in Sun-Times Media Group Inc. (formerly
                  Hollinger International Inc.), a media company
                  with assets which include the Chicago Sun-Times
                  newspaper and Suntimes.com and a number of
                  community newspapers and websites serving
                  communities in the Chicago area.
                  See http://www.hollingerinc.com/

Chapter 15 Petition Date: August 1, 2007

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Petitioners' Counsel: Derek C. Abbott, Esq.
                      Kelly M. Dawson, Esq.
                      Morris, Nichols, Arsht & Tunnell LLP
                      1201 North Market Street
                      P.O. Box 1347
                      Wilmington, DE 19899
                      Tel: (302) 658-9200
                      Fax: (302) 658-3989

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


INSIGHT HEALTH: Emerges from Chapter 11 Bankruptcy in Delaware
--------------------------------------------------------------
Insight Health Holdings Corp. and its debtor-affiliates' pre-
packaged Plan of Reorganization, which was confirmed by the U.S.
Bankruptcy Court for the District of Delaware on July 10, 2007,
became effective on Aug. 1, 2007.

As reported in the Troubled Company Reporter on July 11, 2007,
Bank of America, N.A. has committed to provide financing in the
form of a $30 million revolving credit facility that will be used
to provide working capital for ongoing operations.

Insight Health's Confirmed Plan proposed, among others, to pay
holders of Secured and General Unsecured Claims in full and in
cash, on the distribution date.

Based in Lake Forest, California, InSight Health Services Holdings
Corp. -- http://www.insighthealth.com/-- is a nationwide provider
of diagnostic imaging services.  It serves managed care entities,
hospitals and other contractual customers in over 30 states,
including these targeted regional markets: California, Arizona,
New England, the Carolinas, Florida and the Mid-Atlantic states.
InSight's network consisted of 109 fixed-site centers and 108
mobile facilities as of Dec. 31, 2006.  The company and its
affiliate, InSight Health Services Corp., filed for Chapter 11
protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and
07-10701).  Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, represent
the Debtors.  In schedules filed with the Court, Insight Health
Services Holdings disclosed total assets of $87,102,870 and total
debts of $525,448,053.  Its debtor-affiliates, Insight Health
Services Corp., disclosed total assets of $505,285,296 and total
debts of $525,500,934.


JASON MYLES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Jason L. Myles
        Aprilyn Negrosa
        2302 Arrowhead Drive
        Oakland, CA 94611

Bankruptcy Case No.: 07-42419

Chapter 11 Petition Date: August 1, 2007

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin Street, Suite 301
                  Oakland, CA 94612
                  Tel: (510) 839-5333

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.


JOSHUA COZEN-MCNALLY: Case Summary & 7 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Joshua Tristan Cozen-McNally
        5015 West Sahara Avenue
        Suite 125-245
        Las Vegas, NV 89146

Bankruptcy Case No.: 07-14744

Chapter 11 Petition Date: August 1, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael J. Dawson, Esq.
                  515 South Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Seven Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Bank of America - Greensboro                  $8,670
4161 Piedmont Parkway
Greensboro, NC 27410

Bank of America - Norfolk                     $8,670
P.O. Box 1598
Norfolk, VA 23501

Capital 1 Bank                                $3,626
P.O. Box 85520
Richmond, VA 23285

Aspire/CB T                                   $2,522

GEMB/JCP                                      $2,161

CCB NA                                        $1,106

HSBC                                            $710


LAND O'LAKES: Reports $104.4 Million Net Earnings for Q2 2007
-------------------------------------------------------------
Land O'Lakes, Inc. reported net sales of $2 billion and net
earnings of $104.4 million for the second quarter, as compared to
$1.7 billion and $34.8 million for the second quarter of 2006.

The company also reported year-to-date net sales of $4.2 billion
and net earnings of $159.4 million, as compared to $3.7 billion
and $60.9 million, respectively, one year ago.  Year-to-date sales
are up 14% over the first half of 2006, while net earnings are up
162%.

Second-quarter and year-to-date results include a $28.5-million
pretax gain on the company's April sale of Cheese and Protein
International, a West Coast cheese and whey manufacturing
facility.  That sale reflects the company's commitment to
portfolio management aimed at intensifying its business focus.

In respect to the balance sheet, the company reported an improved
long-term-debt to capital ratio (36.7% versus 39.9% as of
June 30, 2006) and strong liquidity ($766.6 million in cash-on-
hand and unused borrowing authority).  During the second quarter,
the company received debt ratings upgrades from Moody's Investor
Service.

The company reported total assets of $3 billion, total liabilities
of $2 billion, and total stockholders' equity of $1 billion as of
June 30, 2007.

Land O'Lakes CEO Chris Policinski today said, "Our first-half
results are not only driven in part by strong markets and, to a
lesser degree, some one-time gains, but also reflect an ongoing
commitment to effective cost control, the strength of our brands,
and an intense focus on simplifying our business portfolio."

Mr. Policinski acknowledged the volatile nature of the markets in
many of the industries Land O'Lakes operates in, adding that
positive first-half results put the company in a good position to
deal with any market or competitive challenges that may emerge in
the second half of the year.

                    About Land O'Lakes Inc.

Land O'Lakes Inc. -- http://www.landolakesinc.com/-- is a
national, farmer-owned food and agricultural cooperative.  Land
O'Lakes does business in all 50 states and more than 50 countries.
It is a leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and ranchers with an
extensive line of agricultural supplies and services.  Land
O'Lakes also provides agricultural assistance and technical
training in more than 25 developing nations.

                        *     *     *

As reported by the Troubled Company Reporter on June 25, 2007,
Moody's Investors Service upgraded the long-term ratings of Land
O'Lakes, Inc., including its corporate family rating and
probability of default rating to Ba2 from Ba3, and affirmed its
speculative grade liquidity rating of SGL-2.  The rating outlook
is stable.


LAVENDER MOON: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Lavender Moon Society
        PMB 303, 1429 Avenue D
        Snohomish, WA 98290

Bankruptcy Case No.: 07-13586

Type of business: The Debtor is a religious organization.

Chapter 11 Petition Date: August 1, 2007

Court: Western District of Washington (Seattle)

Debtor's Counsel: James A. Santucci, Esq.
                  The Lanz Firm, P.S.
                  1200 Westlake Avenue North, Suite 809
                  Seattle, WA 98109
                  Tel: (206) 382-1827

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Winston Reed Partners          Snohomish County          $622,500
P.O. Box 68473                 judgment assigned
Seattle, WA 96168              to Winston Reed
                               Partners


M FABRIKANT: Committee Taps Susman as Special Litigation Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in M. Fabrikant &
Sons Inc. and its debtor-affiliates' bankruptcy cases asks the
United States Bankruptcy Court for the Southern District of New
York for permission to retain Susman Godfrey LLP as its special
litigation counsel.

The firm is expected to pursue any claim that may exist against:

   * JPMorgan Chase;
   * ABN Amro Bank NV;
   * Bank of America;
   * Precious Metals;
   * HSBC Bank USA;
   * Bank Leumi USA;
   * Israel Discount Bank of New York;
   * Antwerpse Diamantbank NV;
   * Sovereign Precious Metals LLC; and
   * Wilmington Trust Company.

The firm will receive a contingent fee based on the "gross sum
recovered" by settlement or judgment.

Stephen D. Susman, Esq., a member of the firm, assures the Court
that his firm does not hold any interests adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Susman can be reached at:

     Stephen D. Susman, Esq.
     Susman Godfrey LLP
     654 Madison Ave., 5th Floor
     New York, NY 10065-8440
     Tel: (212) 336-8330
     Fax: (212) 336-8340
     http://www.susmangodfrey.com/

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  Alan D. Halper,
Esq., at Halperin Battaglia Raicht LLP, and Christopher J. Caruso,
Esq., at Moses & Singer, LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


MARK RUSSELL: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mark D. Russell
        Charmaine Jackson Russell
        10383 Lancashire Drive South
        Jacksonville, FL 32219

Bankruptcy Case No.: 07-03297

Chapter 11 Petition Date: August 1, 2007

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822

Total Assets: $1,846,712

Total Debts:  $1,177,861

Debtor's List of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Internal Revenue Service         Income Taxes              $10,000
400 West Bay Street, Suite 35045
Stop 5730
Jacksonville, FL 32202-4437

AT&T Universal Card              Credit Card                $9,000
P.O. Box 6402
The Lakes, NV 88901

State Farm Insurance             Final Judgment             $5,100
c/o Mary A. Miller & Assoc.
3300 Holcomb Bridge Road
Norcross, GA 30091

CitiCards                        Credit Card                $4,849

Home Depot                       Credit Card                $4,564

Discover Financial Services      Credit Card                  $878

HSBC Card Services               Credit Card                  $500

Chase/Circuit City               Credit Card                  $429


MCCLATCHY CO: Amends Credit Agreement with Bank of America
----------------------------------------------------------
The McClatchy Company entered into an agreement with Bank of
America, N.A., as administrative agent, to amend the Credit
Agreement dated June 27, 2006 by and among McClatchy and Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent and other
lenders.

Pursuant to the amendment, the covenant related to the
consolidated total leverage ratio in the credit agreement was
amended to increase the consolidated covenant for three quarters
and subsequently return to prior covenant levels for the remaining
applicable time periods for each range of consolidated total
leverage ratios that must be maintained by the company under the
credit agreement.

In addition, covenant related to the consolidated total interest
coverage ratio in the credit agreement was amended to reduce the
ratio through Sept. 28, 2008 and return to prior covenant levels
for the remaining time that the ratio must be maintained by the
company under the credit agreement.

Except as provided in the amendment and prior amendments, all
other provisions of the credit agreement remain in full force and
effect.

                        About The McClatchy

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

                          *     *     *

As of August 2, 2007, the company holds Moody's Ba1 long-term
corporate family rating and probability of default rating.  The
outlook is negative.

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

Fitch also rates the company's long-term issuer default rating at
BB+ and short term at B.  The outlook is stable.


OSLO REINSURANCE: Hearing on Chapter 15 Petition Set for Aug. 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has scheduled a hearing for 2:00 p.m. (New York time) on Aug. 29,
2007, to consider objections and responses to a chapter 15
petition filed by Oslo Reinsurance Company (UK) Limited and Oslo
Reinsurance Company ASA.

The hearing will be held before Honorable Robert D. Drain at
Courtroom 610, United States Bankruptcy Court for the Southern
District of New York, Alexander Hamilton Custom House, One
Bowling Green, in New York City.

Oslo (UK) Limited and Oslo ASA, are represented in these
proceedings by their duly appointed representative, Jan. C. H.
Endresen.

Oslo Reinsurance Company (UK) Limited and Oslo Reinsurance Company
ASA's filed for chapter 15 (Case No. 07-12212 S.D.N.Y.) on
July 19, 2007, through its duly authorized foreign representative.
Geoffrey T. Raicht, Esq. of the law firm of Sidley Austin LLP
represents the Oslo petitioners.  When the company filed the
petion for chapter 15, they listed estimated assets and debts of
$1 million to $100 million.


OXFORD NATURAL: Glenwood Selling Foreclosed Assets on Aug. 8
------------------------------------------------------------
Glenwood Financial Services LLC will conduct a foreclosure sale
of substantially all of Oxford Natural Gas Co. and Verona Natural
Gas Co.'s assets at 10:00 a.m. on Aug. 8, 2007.

Glenwood, a secured party, is represented by lawyers at Keating,
Muething & Kleklamp PLL.  The sale will be conducted at Keating
Muething's offices at Suite 1400, One East Fourth Street, in
Cincinatti, Ohio.

To participate in the sale, written bids must be received no
later than 5:00 p.m. of Aug. 7, 2007.

Both headquartered in Ohio, Oxford Natural Gas Co. and Verona
Natural Gas Co. collectively provide natural gas to 5,000
residential and commercial customers.


PERSISTENCE CAPITAL: Court Approves Robinson as Special Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California gave David Hahn, the Chapter 7 Trustee appointed in
Persistence Capital LLC's liquidation proceeding, permission to
employ Robinson Diamant and Wolkowitz as his special counsel.

Robinson Diamant's sole and specific purpose is to continue the
investigation of the transactions between the Debtor and HEB LLC,
Michael Tolson, Envoli Corporation, Scott Haire, Digitally Secured
Communications and Digital Voice Corporation.

Danning Gill Diamond and Kollits LLP, the Trustee's General
Bankruptcy Counsel, has requested a supplement to its employment,
as it has identified a number of potential conflict in
representing the Trustee with these third parties.  In this
connection, the firm finds it necessary to initiate avoidance
actions.

Edward M. Wolkowitz, Esq., a member of Robinson Diamant, told the
Court of the firm's professionals' hourly rate:

      Professional                         Hourly Rate
      ------------                         -----------
      Lawrence A. Diamant, Esq.                $550
      Edward M. Wolkowitz, Esq.                $540
      Irving M. Gross, Esq.                    $510
      Philip A. Gasteier, Esq.                 $510
      Douglas D. Kappler, Esq.                 $490
      Timothy J. Yoo, Esq.                     $465
      Jeremy W. Faith, Esq.                    $350
      Carmela Maria Z. Tan, Esq.               $290
      Todd A. Frealy, Esq.                     $290
      Ann Waldrop-Sokolowski                   $190
      Myrna R. Richardson                      $185

Mr. Wolkowitz assured the court that the firm is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Wolkowitz can be reached at:

         Edward M. Wolkowitz, Esq.
         Robinson Diamant Wolkowitz
         Suite 1500
         No. 1888 Century Park East
         Los Angeles, CA 90067

Based in Westlake Village, California, Persistence Capital LLC --
http://persistencecapitalllc.com/-- filed a voluntary chapter 11
petition on Sept. 13, 2005 (Bankr. C.D. Calif. Case No. 05-16450).
Lawrence R. Young, Esq., in Downey, California, represents the
Debtor in its restructuring proceedings. David Hahn, the Court-
appointed Chapter 11 trustee, is represented by Steven J.
Schwartz, at Danning, Gill, Diamond, and Kollitz, in Los Angeles,
California.  When the Debtor filed for protection from its
creditors, it listed $85,000,000 in total assets and $28,602,241
in total debts.


PINNOAK RESOURCES: Debt Repayment Cues S&P to Withdraw Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' corporate
credit and its other ratings on PinnOak Resources LLC.  The action
followed the completion of PinnOak's acquisition by Cleveland-
Cliffs Inc. and the repayment of the PinnOak debt outstanding.


RAY PURSELLEY: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Ray O. Purselley
                10735 East Mark Lane
                Scottsdale, AZ 85262

Case Number: 07-03678

Involuntary Petition Date: July 31, 2007

Court: District of Arizona (Phoenix)

Petitioner's Counsel: Robert M. Cook, Esq.
                      Missouri Commons, Suite 185
                      1440 East Missouri
                      Phoenix, AZ 85014
                      Tel: (602) 285-0288
                      Fax: (602) 285-0388

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Partrick Gillihan &            promissory note          $370,000
Richard Larson                 secured by a
57 East Rancho Vista Drive,    deed of trust
Suite 3010
Scottsdale, AZ 85251

Won and Ji Heon Kim            bad checks               $300,000
7700 East Whistling Wind Way
Scottsdale, AZ 85255

Chris Taylor                   bad checks               $140,000
P.M.B. 114
20875 North Pima Road,
Suite C4
Scottsdale, AZ 85255

Kim Baker                      promissory notes         $100,247
                               and bad check

Gary Ireton                    promissory notes          $97,906


ROCK-TENN CO: Improved Operations Cue S&P to Lift Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Norcross,
Georgia-based Rock-Tenn Co., including raising its corporate
credit rating to 'BB+' from 'BB'.  S&P removed all ratings from
CreditWatch, where they were placed with positive implications on
June 15, 2007.  The outlook is stable.

"The upgrade reflects meaningful improvement in the company's
operating results and credit measures over the past year," said
Standard & Poor's credit analyst Andy Sookram, "due to the
acquisition of Gulf States Paper Corp. in mid 2005, which resulted
in synergies and greater vertical integration, as well as better
leveraging of Rock-Tenn's fixed costs in a favorable sales pricing
environment.  Debt reduction has exceeded our expectations."

Fairly favorable near-term market conditions should facilitate
good operating performance and cash flows to maintain credit
measures appropriate for the ratings.

"We could revise the outlook to negative if the company makes a
large debt-financed acquisition or pursues shareholder-friendly
initiatives that lead to an increase in debt to EBITDA of 3.5x or
greater on a sustained basis," Mr. Sookram said.  "Although less
likely, we could revise the outlook to positive if financial
performance improves substantially and management commits to a
less aggressive financial policy."

Rock-Tenn is a leading folding carton and paperboard manufacturer.


ROYAL PLACE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Royal Place Properties, L.L.C.
        aka Oakwood Terrace Apartments
        482 West Chestnut Hill Road
        Newark, DE 19713

Bankruptcy Case No.: 07-11006

Type of business: The Debtor owns apartments.

Chapter 11 Petition Date: July 31, 2007

Court: District of Delaware (Delaware)

Judge: Brendan Linehan

Debtor's Counsel: Donna L. Harris, Esq.
                  Cross & Simon, L.L.C.
                  913 North Market Street, 11th Floor
                  Wilmington, DE 19801
                  Tel: (302) 777-4200
                  Fax: (302) 777-4224

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
E.C.U.A.                       utility                    $30,129
9255 Sturdevant Street
P.O. Box 15311
Pensacola, FL 32514-0311

Chase V.I.S.A.                 trade                      $27,959
P.O. Box 15153
Wilmington, DE 19886-5153

Home Depot Supply              trade                      $10,196
P.O. Box 509058
San Diego, CA 92150-0958

Prime Rate Premium Finance     insurance                   $9,175
Corp.

Lowes                          trade                       $8,117

Moulton McEachern & Walker,    professional                $5,885
P.A.                           fees

Home Depot                     trade                       $5,755

Housing Managment              management fee              $5,736
Association

Johnstone Supply               trade                       $4,121

Escambia County Tax Collector  taxes                       $3,279

Navarre Pest Control           trade                       $2,400

Jered Smith                    wages                       $2,102

City of Pensacola              utility                     $2,088

Waste Management               trade                       $1,940

Sherwin-Williams               trade                       $1,911

Citizens Property Insurance    trade                       $1,745
Corp.

Gulf Power                     utility                     $1,550

Julio Baez                     wages                       $1,331

Sheila Jones                   wages                       $1,298

Monica Aquilar                 wages                       $1,145


SABR MORTGAGE: Fitch Junks Ratings on Nine Certificate Classes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on SABR mortgage
pass-through certificates.  Affirmations total $6.2 billion and
downgrades total $1.2 billion. Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Series 2006-FR2:
  -- $224.1 million class A affirmed at 'AAA' (BL: 45.97, LCR:
     2.46);
  -- $45.4 million class M-1 affirmed at 'AA+' (BL: 31.57, LCR:
     1.69);
  -- $31.9 million class M-2 downgraded to 'BBB' from 'A+' (BL:
     22.92, LCR: 1.23);
  -- $8.6 million class M-3 downgraded to 'BBB-' from 'A' (BL:
     20.47, LCR: 1.10);
  -- $8.3 million class B-1 downgraded to 'BB' from 'A-' (BL:
     18.04, LCR: 0.97);
  -- $7 million class B-2 downgraded to 'B+' from 'BBB+' (BL:
     15.97, LCR: 0.85);
  -- $6 million class B-3 downgraded to 'B' from 'BBB' (BL:
     14.16, LCR: 0.76);
  -- $6.5 million class B-4 downgraded to 'CCC' from 'BBB-' (BL:
     12.30, LCR: 0.66);
  -- $5.5 million class B-5 downgraded to 'CCC' from 'BB+' (BL:
     10.72, LCR: 0.57).

Deal Summary
  -- Originators: 100% Fremont;
  -- 60+ day Delinquency: 23.40%;
  -- Realized losses to date (% of original balance): 0.79%;
  -- Expected Remaining Losses (% of Current Balance): 18.69%;
  -- Cumulative Expected Losses (% of Original Balance): 13.52%.

Series 2006-FR3:
  -- $469.9 million class A affirmed at 'AAA' (BL: 42.61, LCR:
     2.85);
  -- $80 million class M-1 affirmed at 'AA+' (BL: 29.15, LCR:
     1.95);
  -- $55.3 million class M-2 downgraded to 'A' from 'A+' (BL:
     22.58, LCR: 1.51);
  -- $15.3 million class M-3 downgraded to 'BBB+' from 'A' (BL:
     20.34, LCR: 1.36);
  -- $15.3 million class B-1 downgraded to 'BBB' from 'A-' (BL:
     18.04, LCR: 1.21);
  -- $12.8 million class B-2 downgraded to 'BB+' from 'BBB+' (BL:
     16.12, LCR: 1.08);
  -- $10.4 million class B-3 downgraded to 'BB' from 'BBB' (BL:
     14.28, LCR: 0.95);
  -- $10.4 million class B-4 downgraded to 'B+' from 'BBB-' (BL:
     12.35, LCR: 0.83);
  -- $8.9 million class B-5 downgraded to 'CCC' from 'BB+' (BL:
     10.96, LCR: 0.73).

Deal Summary
-- Originators: 100% Fremont;
-- 60+ day Delinquency: 20.63%;
-- Realized losses to date (% of original balance): 0.58%;
-- Expected Remaining Losses (% of Current Balance): 14.96%;
-- Cumulative Expected Losses (% of Original Balance): 11.19%.

Series 2006-FR4:
  -- $537.4 million class A affirmed at 'AAA' (BL: 30.27, LCR:
     2.20);
  -- $29.9 million class M-1 affirmed at 'AA+' (BL: 27.48, LCR:
     2.00);
  -- $27.9 million class M-2 affirmed at 'AA' (BL: 24.64, LCR:
     1.79) ;
  -- $16 million class M-3 downgraded to 'A+' from 'AA-' (BL:
     22.54, LCR: 1.64);
  -- $27.9 million class M-4 downgraded to 'BBB+' from 'A' (BL:
     18.30, LCR: 1.33);
  -- $12.7 million class M-5 downgraded to 'BBB-' from 'A-' (BL:
     16.18, LCR: 1.18);
  -- $13.1 million class B-1 downgraded to 'BB' from 'BBB+' (BL:
     13.86, LCR: 1.01);
  -- $7.8 million class B-2 downgraded to 'BB-' from 'BBB' (BL:
     12.42, LCR: 0.90);
  -- $9.8 million class B-3 downgraded to 'B' from 'BBB-' (BL:
     10.82, LCR: 0.79).

Deal Summary
  -- Originators: 100% Fremont;
  -- 60+ day Delinquency: 16.2%;
  -- Realized losses to date (% of original balance): 0.22%;
  -- Expected Remaining Losses (% of Current Balance): 13.75%;
  -- Cumulative Expected Losses (% of Original Balance): 12.03%.

Series 2006-HE1
  -- $432.7 million class A affirmed at 'AAA' (BL: 34.23, LCR:
     2.28);
  -- $59.6 million class M-1 affirmed at 'AA' (BL: 28.30, LCR:
     1.89);
  -- $43.1 million class M-2 downgraded to 'A-' from 'A+' (BL:
     21.66, LCR: 1.44);
  -- $12.3 million class M-3 downgraded to 'BBB+' from 'A' (BL:
     19.60, LCR: 1.31);
  -- $11.5 million class B-1 downgraded to 'BBB-' from 'A-' (BL:
     17.51, LCR: 1.17);
  -- $10.4 million class B-2 downgraded to 'BB+' from 'BBB+' (BL:
     15.40, LCR: 1.03);
  -- $7.7 million class B-3 downgraded to 'BB-' from 'BBB' (BL:
     13.64, LCR: 0.91);
  -- $6.9 million class B-4 downgraded to 'B' from 'BBB-' (BL:
     12.05, LCR: 0.80);
  -- $7.7 million class B-5 downgraded to 'CCC' from 'BB+' (BL:
     10.57, LCR: 0.70).

Deal Summary
  -- Originators: 50% Fremont, 41% Aegis, 9% Decision One;
  -- 60+ day Delinquency: 20.2%;
  -- Realized losses to date (% of original balance): 0.42%;
  -- Expected Remaining Losses (% of Current Balance): 15.00%;
  -- Cumulative Expected Losses (% of Original Balance): 12.22%.

Series 2006-HE2
  -- $596.9 million class A affirmed at 'AAA' (BL: 32.29, LCR:
     2.51);
  -- $54.8 million class M-1 affirmed at 'AA+' (BL: 28.46, LCR:
     2.21);
  -- $46.6 million class M-2 affirmed at 'AA' (BL: 24.32, LCR:
     1.89);
  -- $16.4 million class M-3 downgraded to 'A+' from 'AA' (BL:
     22.34, LCR: 1.74);
  -- $33.8 million class M-4 downgraded to 'A-' from 'A' (BL:
     18.14, LCR: 1.41);
  -- $9.7 million class M-5 downgraded to 'BBB+' from 'A' (BL:
     16.84, LCR: 1.31);
  -- $11.8 million class B-1 downgraded to 'BBB-' from 'A-' (BL:
     15.13, LCR: 1.18);
  -- $7.7 million class B-2 downgraded to 'BB+' from 'BBB+' (BL:
     13.93, LCR: 1.08);
  -- $12.8 million class B-3 downgraded to 'BB-' from 'BBB' (BL:
     11.92, LCR: 0.91);
  -- $13.3 million class B-4 downgraded to 'B' from 'BB+' (BL:
     9.80, LCR: 0.76) .

Deal Summary
  -- Originators: 47% Fremont, 44% New Century, 9% Aegis;
  -- 60+ day Delinquency: 12.9%;
  -- Realized losses to date (% of original balance): 0.25%;
  -- Expected Remaining Losses (% of Current Balance): 12.85%;
  -- Cumulative Expected Losses (% of Original Balance): 10.56%.

Series 2006-NC2
  -- $301.5 million class A affirmed at 'AAA' (BL: 39.81, LCR:
     2.86);
  -- $49.7 million class M-1 affirmed at 'AA' (BL: 27.62, LCR:
     1.99);
  -- $32.2 million class M-2 downgraded to 'A-' from 'A' (BL:
     20.61, LCR: 1.48);
  -- $9.5 million class M-3 downgraded to 'BBB+' from 'A-' (BL:
     18.39, LCR: 1.32);
  -- $8.6 million class B-1 downgraded to 'BBB-' from 'BBB+' (BL:
     16.34, LCR: 1.18);
  -- $6.4 million class B-2 downgraded to 'BB+' from 'BBB' (BL:
     14.78, LCR: 1.06);
  -- $6.1 million class B-3 downgraded to 'BB-' from 'BBB-' (BL:
     13.04, LCR: 0.94);
  -- $4.3 million class B-4 downgraded to 'B+' from 'BB+' (BL:
     11.72, LCR: 0.84);
  -- $6.1 million class B-5 downgraded to 'CCC' from 'BB' (BL:
     10.08, LCR: 0.73).

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 19.05%;
  -- Realized losses to date (% of original balance): 0.58%;
  -- Expected Remaining Losses (% of Current Balance): 13.90%;
  -- Cumulative Expected Losses (% of Original Balance): 10.39%.

Series 2006-NC3
  -- $279.3 million class A affirmed at 'AAA' (BL: 29.66, LCR:
     2.62);
  -- $19.3 million class M-1 affirmed at 'AA+' (BL: 26.89, LCR:
     2.38);
  -- $18.5 million class M-2 affirmed at 'AA+' (BL: 23.46, LCR:
     2.07);
  -- $6 million class M-3 affirmed at 'AA' (BL: 22.02, LCR:
     1.95);
  -- $14 million class M-4 downgraded to 'A+' from 'AA-' (BL:
     18.12, LCR: 1.60);
  -- $4.5 million class M-5 downgraded to 'A-' from 'A+' (BL:
     16.80, LCR: 1.49);
  -- $4.5 million class B-1 downgraded to 'BBB+' from 'A' (BL:
     15.42, LCR: 1.36);
  -- $3.9 million class B-2 downgraded to 'BBB' from 'A-' (BL:
     14.13, LCR: 1.25);
  -- $5.3 million class B-3 downgraded to 'BB+' from 'BBB' (BL:
     12.17, LCR: 1.08);
  -- $6.2 million class B-4 downgraded to 'BB-' from 'BBB-' (BL:
     10.23, LCR: 0.90).

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 11.98%;
  -- Realized losses to date (% of original balance): 0.05%;
  -- Expected Remaining Losses (% of Current Balance): 11.31%;
  -- Cumulative Expected Losses (% of Original Balance): 9.81%.

Series 2006-WM1
  -- $319.8 million class A affirmed at 'AAA' (BL: 39.70, LCR:
     2.56);
  -- $61.7 million class M1 affirmed at 'AA' (BL: 29.93, LCR:
     1.93);
  -- $37.9 million class M2 downgraded to 'A-' from 'A' (BL:
     22.09, LCR: 1.43);
  -- $10.8 million class M3 downgraded to 'BBB' from 'A' (BL:
     19.81, LCR: 1.28);
  -- $10.1 million class B-1 downgraded to 'BBB-' from 'BBB+'
     (BL: 17.61, LCR: 1.14);
  -- $9 million class B-2 downgraded to 'BB' from 'BBB' (BL:
     15.69, LCR: 1.01);
  -- $7.6 million class B-3 downgraded to 'BB-' from 'BBB-' (BL:
     14.12, LCR: 0.91);
  -- $7.2 million class B-4 downgraded to 'B+' from 'BB+' (BL:
     12.94, LCR: 0.84);

Deal Summary
  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 18.5%;
  -- Realized losses to date (% of original balance): 1.44%;
  -- Expected Remaining Losses (% of Current Balance): 15.49;
  -- Cumulative Expected Losses (% of Original Balance): 11.72

Series 2006-WM2
  -- $725.9 million class A affirmed at 'AAA' (BL: 31.06, LCR:
     1.90);
  -- $32.5 million class M-1 downgraded to 'A+' from 'AA+' (BL:
     27.55, LCR: 1.69);
  -- $30 million class M-2 downgraded to 'A-' from 'AA' (BL:
     24.25, LCR: 1.48);
  -- $18.5 million class M-3 downgraded to 'BBB+' from 'AA' (BL:
     22.18, LCR: 1.36);
  -- $32 million class M-4 downgraded to 'BBB-' from 'A+' (BL:
     18.53, LCR: 1.13);
  -- $15 million class M-5 downgraded to 'BB' from 'A' (BL:
     16.60, LCR: 1.02);
  -- $13.5 million class B-1 downgraded to 'BB-' from 'BBB+' (BL:
     14.69, LCR: 0.90);
  -- $10 million class B-2 downgraded to 'B' from 'BBB' (BL:
     13.21, LCR: 0.81);
  -- $7 million class B-3 downgraded to 'CCC' from 'BBB-' (BL:
     12.07, LCR: 0.74);
  -- $10 million class B-4 downgraded to 'CCC' from 'BB+' (BL:
     10.74, LCR: 0.66).

Deal Summary
  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 14.15%;
  -- Realized losses to date (% of original balance): 0.56%;
  -- Expected Remaining Losses (% of Current Balance): 16.34;
  -- Cumulative Expected Losses (% of Original Balance): 15.46

Series 2006-WM3
  -- $747.4 million class A affirmed at 'AAA' (BL: 29.90, LCR:
     1.93);
  -- $32.5 million class M-1 downgraded to 'AA-' from 'AA+' (BL:
     26.41, LCR: 1.71);
  -- $29.5 million class M-2 downgraded to 'A' from 'AA' (BL:
     23.19, LCR: 1.50);
  -- $17.5 million class M-3 downgraded to 'BBB+' from 'AA' (BL:
     21.26, LCR: 1.38);
  -- $31 million class M-4 downgraded to 'BBB-' from 'A+' (BL:
     17.75, LCR: 1.15);
  -- $14.5 million class M-5 downgraded to 'BB+' from 'A-' (BL:
     15.89, LCR: 1.03);
  -- $13.5 million class B-1 downgraded to 'BB-' from 'BBB+' (BL:
     13.98, LCR: 0.90);
  -- $9 million class B-2 downgraded to 'B' from 'BBB' (BL:
     12.53, LCR: 0.81);
  -- $8 million class B-3 downgraded to 'CCC' from 'BBB-' (BL:
     11.30, LCR: 0.73);
  -- $9.5 million class B-4 downgraded to 'CCC' from 'BB+' (BL:
     10.11, LCR: 0.65).

Deal Summary
  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 12.85%;
  -- Realized losses to date (% of original balance): 0.39%;
  -- Expected Remaining Losses (% of Current Balance): 15.46;
  -- Cumulative Expected Losses (% of Original Balance): 14.78

Series 2006-WM4
  -- $991.2 million class A affirmed at 'AAA' (BL: 31.96 LCR:
     2.25);
  -- $46.1 million class M-1 affirmed at AA+' (BL: 28.60, LCR:
     2.01);
  -- $42 million class M-2 downgraded to 'AA-' from AA (BL:
     25.26, LCR: 1.78);
  -- $24.4 million class M-3 downgraded to 'A+' from AA (BL:
     23.29, LCR: 1.64);
  -- $44.7 million class M-4 downgraded to 'BBB+' from A+ (BL:
     19.66, LCR: 1.38);
  -- $20.3 million class M-5 downgraded to 'BBB' from A (BL:
     17.89, LCR: 1.26);
  -- $20.3 million class B-1 downgraded to 'BBB-' from A- (BL:
     15.87, LCR: 1.12);
  -- $17.6 million class B-2 downgraded to 'BB' from BBB+ (BL:
     14.10, LCR: 0.99);
  -- $12.9 million class B-3 downgraded to 'BB-' from BBB (BL:
     13.12, LCR: 0.92).

Deal Summary
  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 9.99%;
  -- Realized losses to date (% of original balance): 0.19%;
  -- Expected Remaining Losses (% of Current Balance): 14.20%;
  -- Cumulative Expected Losses (% of Original Balance): 13.49%

In addition, these classes are removed from Rating Watch Negative:

  -- Class B5 (from series 2006-HE1);
  -- Class B5 (from series 2006-FR2);
  -- Class B5 (from series 2006-FR3);
  -- Class B4 (from series 2006-WM1).

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions adopted after the analysis
of the June 2007 remittance data. The updated assumptions better
capture the deteriorating performance of pools from 2006 and late
2005 with regard to continued poor loan performance and home price
weakness.

  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June 12
     ,2007);
  -- 'Fitch Affirms $20B & Downgrades $2.4B of U.S. Subprime
      RMBS; New 2005-2006 Surveillance Criteria'.


SAVERS INC: S&P Holds Low-B Ratings and Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Savers
Inc. to stable from negative.  At the same time, Standard & Poor's
affirmed its 'B' corporate credit rating and its 'BB-' rating on
the Bellevue, Washington-based company's revolving credit facility
and term loan.  The outlook revision reflects an improvement in
leverage as well as continued operational stability.

"The ratings on Savers reflect the company's participation in the
intensely competitive retail industry and its relatively small
size and high leverage," said Standard & Poor's credit analyst
David Kuntz.  The stable outlook reflects the company's
demonstrated reduction in leverage as well as S&P's expectation
that operations will remain stable in the near term.


SAKS INC: Inks New Employment Pacts with S. Sadove and R. Frasch
----------------------------------------------------------------
Saks Incorporated entered into a new employment agreement with
Stephen I. Sadove, the company's Chairman and Chief Executive
Officer.

The employment agreement continues until terminated in accordance
with its terms and provides for a salary of not less than
$1,060,000 per year, an annual bonus having a target value of not
less than 150% of salary, an annual long-term equity incentive
award having a target value of not less than $3,375,000 and other
benefits, including transportation services, reimbursement for
financial and tax planning services and annual physical
examinations and five weeks of paid vacation per calendar year.

On July 31, 2007 the company also entered into a new employment
agreement with Ronald L. Frasch, the company's President and Chief
Merchandising Officer.

The employment agreement continues until terminated in accordance
with its terms and provides for a salary of not less than
$1,050,000 per year, an annual bonus having a target value of not
less than 75% of salary, an annual long-term equity incentive
award having a target value of not less than $1,000,000, other
benefits similar to those of Mr. Sadove and two special equity
awards, with one award being for 75,000 shares of restricted stock
vesting in three equal annual installments commencing on the third
anniversary of the date of grant and the other award being for
75,000 performance shares vesting in three installments commencing
on the third anniversary of the date of grant based on the average
annual compound growth rate of the price of the company's common
stock.

Each of the employment agreements provides that if the executive's
employment is terminated by the company without "cause" or by the
executive for "good reason" the executive would be entitled to
receive:

   i. two times his salary and one times his target bonus, payable
      in 24 equal monthly installments;

  ii. the bonus he earned for the prior fiscal year if not yet
      paid;

iii. a prorated bonus for the fiscal year in which the
      termination occurs if such termination occurs in the second
      six months of such fiscal year;

  iv. prorata vesting of equity awards, except for earned
      performance shares, which vest in full;

   v. reimbursement for the cost of medical coverage for the
      executive and his dependents for 18 months; and

  vi. the company's normal associate discount for the executive's
      lifetime.

Each of the agreements also provide that if the executive's
employment is terminated without cause or for good reason in
anticipation of, upon or following a "change in control", the
executive would be entitled to receive the payments and benefits
described above, except:

   i. the severance payment would be paid in a lump sum and, in
      the case of Mr. Sadove, would be equal to two times salary
      and two times target bonus if the termination occurs in the
      calendar year in which the change in control occurs or in
      either of the next two calendar years, and two times salary
      and one times target bonus if the termination occurs
      thereafter, and, in the case of Mr. Frasch, two times salary
      and one times target bonus;

  ii. the prorated bonus for the fiscal year in which the
      termination occurs would be paid, irrespective of whether
      the termination occurs in the first or second six months of
      such fiscal year; and

iii. unless equity awards vested in full upon a change in control
      in which the shareholders of the Company received
      consideration other than publicly-traded common stock,
      equity awards would vest in full upon such termination of
      employment, except for the Equity Awards which would vest
      prorata plus one year of additional vesting.  Equity awards
      also would vest in full in the event of termination due to
      retirement on or after age 65, death or disability, except
      for the equity awards which would vest prorata.

Each of the employment agreements also provides for gross-up
payments for excise taxes incurred under Section 4999 of the
Internal Revenue Code, a confidentiality obligation,
nondisparagement, nonsolicitation and noncompetition obligations
for 12 months following termination of employment, the advancement
of attorneys' fees in the event of a dispute under the employment
agreement and an obligation to cooperate with the company
following termination of employment in consideration for the
payment of $4,000 per day.

The existing employment agreements of Mr. Sadove and Mr. Frasch
were terminated upon the effectiveness of their new employment
agreements.

On July 25, 2007, the Board of Directors of the company approved
an amendment to the Saks Incorporated 2004 Long-Term Incentive
Plan that provides the Human Resources and Compensation Committee
with flexibility to determine the extent to which stock awards
vest or are forfeited upon a termination of employment or service
and requires the board of directors or the committee to make
adjustments in the number and class of securities available under
the plan, the number and class of securities subject to
outstanding awards under the plan, any amounts payable pursuant to
such awards, the other terms of such awards and the other
limitations contained in the plan in the event of specified
transactions, changes in capitalization or distributions. Prior to
such amendment, the making of these adjustments was in the
discretion of the board of directors or the committee.

                   About Saks Incorporated

Based in Birmingham, Alabama, Saks Incorporated (NYSE: SKS) --
http://www.saksincorporated.com/-- operates Saks Fifth Avenue
Enterprises, which consists of 54 Saks Fifth Avenue stores, 49
Saks Off 5th stores, and Saks.com.  The company also operates 39
Parisian stores and 57 Club Libby Lu specialty stores.

                       *     *     *

As reported in the Troubled Company Reporter on June 1, 2007,
Fitch Ratings has affirmed its Issuer Default Rating of Saks
Incorporated at 'B' and its rating of the company's secured bank
credit facility at 'BB/RR1'.  In addition, Fitch has upgraded the
company's senior unsecured notes to 'B+/RR3' from 'B/RR4'.  The
Rating Outlook has been revised to Stable from Negative.


SERENITY MANAGEMENT: Files Amended Ch. 11 Plan of Reorganization
----------------------------------------------------------------
Serenity Management Services Inc. and its debtor-affiliates filed
with the United States Bankruptcy Court for the Northern District
of Texas an Amended Chapter 11 Plan of Reorganization.

                           Plan Funding

The Debtors' Plan will be funded from proceeds generated from:

   a. the sale of either new equity interests or acquired assets
      to a purchaser to be identified through a competitive
      auction process;

   b. post confirmation credit facility, if any;

   c. any cash proceeds from litigation recoveries or settlement
      with Troy Clanton, his affiliates and relatives; and

   d. any other sources.

                       Treatment of Claims

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

DIP Secured Claims will also be paid in full on the effective
date.

Holders of Priority Claims will receive cash distribution equal to
100% of the allowed amount of the holder's claim.

At the Debtors' option, each holder of Miscellaneous Secured Claim
will, either:

   a. be unaltered;

   b. be left unimpaired as described in Section 1124(2);

   c. retain the collateral securing the claim; or

   d. receive cash on the effective date equal to the value of
      the collateral securing the claim.

General Unsecured Claims will receive distribution from the
Debtors' funds.  In addition, unsecured creditors may receive
plan shares in certain post confirmation Debtors.

On the effective date, holders of Convenience Claims will receive,
either:

   a. an amount equal 100% of its claim without interest; or

   b. a ratable proportion of $250,000, if total claims exceed
      $2500,000.

Holders of Equity Interests, Subordinated and Intercompany Claims
will not receive any distribution and will be rejected under the
Plan.

Headquartered in Arlington, Tex., Serenity Management Services
Inc. dba Serenity Management Services of America operates nursing
homes in Texas.  The company filed a chapter 11 petition on
January 17, 2007 (Bankr. N.D. Tex. Case No. 07-30269).

On the same date, 22 affiliates filed separate chapter 11
petitions (Bankr. N.D. Tex. Case Nos. 07-30230 through 07-30268)

Deirdre B. Ruckman, Esq., Michael P. Cooley, Esq., and Michael S.
Haynes, Esq., at Gardere, Wynne & Sewell represent the Debtors.
Atropos Inc. serves as the Debtors' restructuring consultants.  No
Official Committee of Unsecured Creditors has been appointed to
date on this case.  In their Operating Report for February 2007,
the Debtors listed $29,427,998 in total assets and $34,512,163
in total liabilities.


SERENITY MGT: Gets Interim OK to Hire Huselton as Tax Advisers
--------------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Texas authorized, on an interim basis, Senior Management
Services Inc. and its debtor-affiliates, to employ Huselton,
Morgan & Maultsby P.C. as their tax advisers.

The firm is expected to provide certain tax preparation and
related accounting services to allow the Debtors to comply with
U.S. tax laws and regulations.

Specifically, the firm will:

  a) prepare tax returns as indicated in the engagement letter;

  b) provide related accounting and bookkeeping services; and

  c) provide other accounting assistance as may be requested by
     the Debtors.

The firm tells the Court that it received a $20,000 retainer fee
to secure payment of expenses to be incurred by the Debtors in
connection with these cases.

The firm's professionals will charge between $100-$250 per hour
for this engagement.

William G. Morgan, the firm's director, tells the Court that his
firm does not hold any interest adverse to the Debtors estate, and
is "disinterested" as defined in Section 101(14) of the Bankruptcy
Code.

Mr. Morgan can be reached at:

     William G. Morgan
     Huselton, Morgan & Maultsby P.C.
     12222 Merit Drive, Suite 1180
     Dallas, TX 75251
     Tel: (972) 404-1010
     Fax: (972) 404-1122
     http://www.hmpc.com/

Headquartered in Arlington, Tex., Serenity Management Services
Inc. dba Serenity Management Services of America operates nursing
homes in Texas.  The company filed a chapter 11 petition on
January 17, 2007 (Bankr. N.D. Tex. Case No. 07-30269).

On the same date, 22 affiliates, including, Senior Management
Services of Treemont Inc., filed separate chapter 11 petitions
(Bankr. N.D. Tex. Case Nos. 07-30230 through 07-30268).

Deirdre B. Ruckman, Esq., Michael P. Cooley, Esq., and Michael S.
Haynes, Esq., at Gardere, Wynne & Sewell represent the Debtors.
Atropos Inc. serves as the Debtors' restructuring consultants.
In their Operating Report for February 2007, the Debtors listed
$29,427,998 in total assets and $34,512,163 in total liabilities.


SIENA TECH: Expects Restructuring Plan to Cut Expenses
------------------------------------------------------
Siena Technologies Inc. disclosed a company wide restructuring
which, when fully implemented, is expected to reduce expenses in
excess of $600,000 annually, beginning in the current year third
quarter.  The reorganization includes right-sizing operations and
rationalizing non-core assets, accompanied by an infusion of
approximately $2 million of working capital to accelerate and
support core business growth.

During the past two months, Siena, through its wholly owned
subsidiary Kelley Technologies, has reestablished its focus on its
core competencies: designing and building highly sophisticated
commercial entertainment systems.

To that end, Siena has:

   -- restructured its workforce, reducing it by 17%;
   -- instituted a company wide revenue and budget accountability
      program;
   -- established outsourcing partnerships for certain non-
      strategic functions; and
   -- closed on a $2 million financing at the end of July.

"During June 2007, we began an aggressive assessment of Siena's
business, identifying strengths and business opportunities that
offer the highest potential return within large addressable
markets that are growing at a double digit pace, Anthony DeLise,
Siena's interim CEO, commented.  "We have completed the
streamlining of our operations to properly mirror our core
business focus, and have adjusted our expenses accordingly.  As of
Aug. 1, 2007, we have lowered our costs by 11.3%, which has
reduced our revenue breakeven level to $6.5 million on a yearly
basis."

Over the next 90 days, Siena intends to monetize its non-core
assets, which management estimates is valued at approximately
$400,000.  The savings from this transaction is expected to save
Siena over $900,000 in additional annual operating expenses.

"In addition to tightening expenses, streamlining operations and
securing financing, we have made progress on building revenues,
Mr. DeLise added.  "As we further penetrate the Nevada market and
aggressively pursue opportunities outside the state, our incoming
order rate has increased significantly and our bid activity is at
an all time high.  Our goal is to deliver turnkey/one stop shop
solutions to our customers linking with strategic partners and
forming business alliances to cost effectively broaden our
capabilities over time."

                     About Siena Technologies

Headquartered in Las Vegas, Nevada, Siena Technologies (OTC BB:
SIEN.OB) - http://www.sienatechnologies.com/-- through its
subsidiary, Kelley Communication Company Inc. engages in the
design, development, and integration of automated system networks,
known as 'smart technologies', primarily for the gaming,
entertainment, and luxury residential markets in the United
States.  Its systems networks include data, telecommunications,
audio and video components, casino surveillance, security and
access control systems, entertainment audio and video, special
effects, and multi-million dollar video conference systems.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 2, 2007,
Jaspers + Hall PC expressed substantial doubt about Siena
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has an accumulated deficit of $32,329,927, and is
generating losses from operations.  The continuing losses have
adversely affected the liquidity of the company.


SOLOMON DWEK: Case Summary & 149 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Solomon Dwek
             311 Crosby Avenue
             Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliate filing separate chapter 11 petition on
August 1, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Properties, LLC                       07-20939

Debtor-affiliate filing separate chapter 11 petition on
June 22, 2007:

      Entity                                     Case No.
      ------                                     --------
      Neptune Medical, LLC                       07-18766

Debtor-affiliates that filed separate chapter 11 petitions on
June 13, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Raleigh, L.L.C.                       07-18316
      Greenwood Plaza Acquisitions, L.L.C.       07-18317
      Sinking Springs II, L.L.C.                 07-18318
      Sinking Springs, L.P.                      07-18320

Debtor-affiliates that filed separate chapter 11 petitions on
May 1, 2007:

      Entity                                     Case No.
      ------                                     --------
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      2100 Highway 35, L.L.C.                    07-16048
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104

Debtor-affiliates that filed separate chapter 11 petitions on
Feb. 28, 2007:

      Entity                            Case No.
      ------                            --------
      Dwek Trenton Gas, LLC             07-12794
      Neptune Gas, LLC                  07-12796
      Route 33 Medical, LLC             07-12798
      1111 Eleventh Avenue              07-12799

      Dwek North Olden, LLC             07-12800
      Dwek State College, LLC           07-12802

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, L.L.C.
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

Financial condition of debtor-affiliate that filed on
June 22, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Dwek Properties, LLC               $17,809,448   $23,403,588

Financial condition of debtor-affiliate that filed on
June 22, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Neptune Medical, LLC              $3,206,961     $2,865,749

Financial condition of debtor-affiliates that filed on
June 13, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Dwek Raleigh, L.L.C.              $6,250,291     $5,120,286
   Greenwood Plaza                   $7,384,944     $5,332,924
      Acquisitions LLC
   Sinking Springs II, L.L.C.        $4,317,585     $2,676,477
   Sinking Springs, L.P.             $3,958,181     $3,919,222

Financial condition of debtor-affiliates that filed on
May 1, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   1631 Highway 35, L.L.C.           $969,824       $235,379
   167 Monmouth Road, L.L.C.         $2,010,780     $782,872
   2100 Highway 35, L.L.C.           $3,364,561     $20,126,806
   230 Broadway, L.L.C.              $1,024,775     $5,411,444
   264 Highway 35, L.L.C.            $804,745       $422,973
   374 Monmouth Road, L.L.C.         $756,984       $5,115,620
   55 North Gilbert, L.L.C.          $5,100,907     $3,618,102
   601 Main Street, L.L.C.           $2,486,713     $5,000,000
   6201 Route 9, L.L.C.              $1,500,048     $1,136,975
   Aberdeen Gas, L.L.C.              $300,100       $75
   Bath Avenue Holdings, L.L.C.      $427,386       $5,002,253
   Belmar Gas, L.L.C.                $902,777       $7,000,000
   Berkeley Heights Gas, L.L.C.      $3,765,774     $9,590,389
   Brick Gas, L.L.C.                 $569,110       $0
   Dover Estates, L.L.C.             $5,000,000     $2,078,935
   Dwek Gas, L.L.C.                  $3,909,148     $3,000,000
   Dwek Hopatchung, L.L.C.           $901,509       $645,506
   Dwek Income, L.L.C.               $8,491,631     $12,071,262
   Dwek Ohio, L.L.C.                 $630,065       $504,185
   Dwek Pennsylvania, L.P.           $1,505,779     $1,142,160
   Dwek Wall, L.L.C.                 $4,283,804     $2,213,029
   Dwek Woodbridge, L.L.C.           $4,995,979     $2,863,687
   Kadosh, L.L.C.                    $900,121       $750,395
   Lacey Land, L.L.C.                $850,027       $290,075
   Monmouth Plaza, L.L.C.            $752,829       $399,380
   P&Y Holdings, L.L.C.              $637,630       $338,640
   Sugar Maple Estates, L.L.C.       $7,520,388     $5,472,159
   West Bangs Avenue, L.L.C.         $500,536       $248,343
   Beach Mart, L.L.C.                $855,318       $5,468,135

Creditors who filed involuntary chapter 7 petitions against
Solomon Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty

A. 2100 Highway 35, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Barry Kantrowitz                 February, March         $8,750
167 Monmouth Road                & April due at
Oakhurst, NJ 07755               $2,917 per month

B. 1631 Highway 35, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Michael Gilman                   commissions             $7,177
708 Highway 35
Neptune, NJ 07753

                                 management fees         $2,420

Ocean Dinettes                   lease of premises      unknown
1631 Highway 35                  at 1631 Highway 35
Neptune, NJ 07753

C. 167 Monmouth Road, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
J.C.P.&L.                        utilities              unknown
P.O. Box 3687
Akron, OH 44309-3687

N.J.N.G.                                                unknown
P.O. Box 1378
Belmar, NJ 07715-0001

D. 230 Broadway, LLC's Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Gilman Commercial Realty,        property                $2,160
L.L.C.                           management fees
708 Highway 35                   -- 3 months at
Neptune, NJ 07753                $648

Baris Alkoc Hens, Inc.           lease deposit          unknown
230 Broadway
Unit 3
Long Branch, NJ 07740

Barry Associates, L.L.C.         commissions            unknown
1907 Highway 35
Oakhurst, NJ 07740

Brigitte Lee                     lease deposit          unknown

Crown Fried Chicken              lease deposit          unknown

Fredy Morales & Howard Canty     lease deposit          unknown

Gina Aponte                      lease deposit          unknown

Jose Taveras                     lease deposit on       unknown
                                 Grocery Store at
                                 230 Broadway

Luis & Giovanna DaCosta          lease deposit          unknown

E. 264 Highway 35, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Valley National Bank             multi-use             $413,348
P.O. Box 988                     commercial
Wayne, NJ 07474-0988             building located
                                 at 264 Highway
                                 35, Eatontown,
                                 NJ; value of
                                 security:
                                 $800,000

Communications Depot, Inc.       lease deposit           $8,000
264 Highway 35
Eatontown, NJ 07724

N.J.N.G.                                                 $1,186
P.O. Box 1378
Belmar, NJ 07715-0001

St. Paul's Travelers Insurance                             $311

J.C.P.&L.                                                  $128

F. 374 Monmouth Road, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A.E.M. Communications, Inc.      tenant            unknown
374 Monmouth Road
West Long Branch, NJ 07764

Alcaron, Raphael & DeJesus       tenant            unknown
374 Monmouth Road
West Long Branch, NJ 07764

Alfredo Osorio & Hector Bello    tenants           unknown
374 Monmouth Road
West Long Branch, NJ 07764

Myroma Products, Inc.            tenant            unknown

Nelly's Pizza                    tenant            unknown

G. 55 North Gilbert, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Broadway Premium Funding Corp.   insurance              $20,734
P.O. Box 277493
Atlanta, GA 30384-7493

Coastal Property Maintenance,    property                  $241
L.L.C.                           management

H. 601 Main Street, LLC did not submit a list of its largest
   unsecured creditors.

I. 6201 Route 9, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hochberg, Addeo & Polacco,                                 $100
L.L.C.
1 Industrial West
Eatontown, NJ 07724

J. Aberdeen Gas, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hochberg, Addeo & Polacco,                                  $75
L.L.C.
1 Industrial West
Eatontown, NJ 07724

N.J.D.E.P.                                              unknown
401 East State Street
Trenton, NJ 08625-0402

K. Bath Avenue Holdings, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Deborah Scott                    lease deposit           $1,200
317-325 Bath Avenue
Long Branch, NJ 07740

Kensington CT. Condominium                                 $720
Association
P.O. Box 4039
Long Branch, NJ 07740

Hochberg, Addeo & Polacco,                                 $175
L.L.C.
1 Industrial West
Eatontown, NJ 07724

N.J.N.G.                                                   $156

J.C.P.&L.                                                    $2

L. Belmar Gas, LLC did not submit a list of its largest unsecured
   creditors.

M. Berkeley Heights Gas, LLC did not submit a list of its largest
   unsecured creditors.

N. Brick Gas, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
N.J.D.E.P.                                              unknown
401 East State Street
Trenton, NJ 08625-0402

O. Dover Estates, LLC's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Four Star Builders                                      unknown
1301 Route 33, Suite 3-E
Neptune, NJ 07753-5181

Henry L. Kent-Smith, Esq.        land use attorney      unknown
Saul Ewing
750 College Road East
Princeton, NJ 08540-6617

Kenderian-Zilinski                                      unknown
Associates, P.A.
1955 Highway 34,
Building 1-A
Wall, NJ 07719

P. Dwek Gas, LLC's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
D.M.R. Lawns & Landscapes, Inc.                          $1,101
28 Broad Street
Eatontown, NJ 07724

Arthur Addeo, C.P.A.                                       $150
Hochberg, Addeo & Polacco,
L.L.C.
1 Industrial West
Eatontown, NJ 07724

Coastal Lawn Services,                                      $27
L.L.C.

Attorney General,                                       unknown
State of New Jersey

N.J.D.E.P.                                              unknown

Q. Dwek Hopatchung, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Broadway Premium Funding Corp.   insurance               $4,429
P.O. Box 277493
Atlanta, GA 30384-7493

R. Dwek Income, LLC's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
G.K. Commercial Realty Group                            $33,918
P.O. Box 331
Baptistown, NJ 08803-0331

J. Campoli & Sons                trade debt              $1,564
28 Milton Street
Cresskill, NJ 07626

Coastal Property                 property                $1,444
Maintenance, L.L.C.              management
167 Monmouth Road
Oakhurst, NJ 07755

P.S.E.&G.                        utilities               $1,366

Capital Property                 property                $1,322
Management, L.L.C.               management

United Water New Jersey          utilities                  $44

Chakeema Deans                   security               unknown
                                 deposit

Corlies Convenience Store        security               unknown
                                 deposit

E-Techknowledge, Inc.            security               unknown
                                 deposit

Mascott                          security               unknown
                                 deposit

P.N.C. Financial Services        security               unknown
Group                            deposit

Ricko Transport, Inc.            security               unknown
                                 deposit

Tyhisa Farrell                   security               unknown
                                 deposit

Yang's Restaurant, Inc.          security               unknown
                                 deposit

S. Dwek Ohio, LLC did not submit a list of its largest unsecured
   creditors.

T. Dwek Pennsylvania, LP's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Premium Assignment Corporation                           $5,659
3522 Thomasville Road
P.O. Box 3066
Tallahassee, FL 32315

Dwek Ohio, L.L.C.                                        $5,000
167 Monmouth Road
Oakhurst, NJ 07755

Corporation Service Company                                $583
P.O. Box 13397
Philadelphia, PA 19101-3397

U. Dwek Wall, LLC did not submit a list of its largest unsecured
   creditors.

V. Dwek Woodbridge, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dwek Ohio, L.L.C.                                       $10,000
167 Monmouth Road
Oakhurst, NJ 07755

W. Kadosh, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    property                  $395
L.L.C.                           management
167 Monmouth Road
Oakhurst, NJ 07755

X. Lacey Land, LLC's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Arthur Addeo, C.P.A.                                        $75
Hochberg, Addeo & Polacco,
L.L.C.
1 Industrial West
Eatontown, NJ 07724

Four Star Builders                                      unknown
1301 Route 33, Suite 3-E
Neptune, NJ 07753-5181

Henry L. Kent-Smith, Esq.        land use attorney      unknown
Saul Ewing
750 College Road East
Princeton, NJ 08540-6617

Kenderian-Zilinski               engineering firm       unknown
Associates, P.A.

Monteforte Architectural         services               unknown
Studio

Y. Monmouth Plaza, LLC did not submit a list of its largest
   unsecured creditors.

Z. P&Y Holdings, LLC did not submit a list of its largest
   unsecured creditors.

AA. Sugar Maple Estates, LLC did not submit a list of its largest
    unsecured creditors.

AB. West Bangs Avenue, LLC's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    property                  $120
L.L.C.                           management
167 Monmouth Road
Oakhurst, NJ 07755

Four Star Builders                                      unknown
1301 Route 33, Suite 3-E
Neptune, NJ 07753-5181

Kenderian-Zilinski                                      unknown
Associates, P.A.
1955 Highway 34,
Building 1-A
Wall, NJ 07719

AC. Beach Mart, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Two Rivers Water Reclamation                               $196
Authority
1 Highland Avenue
Monmouth Beach, NJ 07750

Cutting Edge Lawn Service,                                 $160
L.L.C.
17 Tall Oaks Drive
Hazlet, NJ 07730

AD. Dwek Raleigh, LLC's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A.D.T. Security Services, Inc.                          unknown
P.O. Box 371967
Pittsburgh, PA 15250

AT&T                                                    unknown
P.O. Box 2971
Omaha, NE 68103

Boulevard Gold Exchange          lease                  unknown
1100 North Raleigh Boulevard
Raleigh, NC 27610

Citi Trends                      lease                  unknown

Family Dollar                    lease                  unknown

Food Lion #757                   lease                  unknown

H.&R. Block Field Real Estate    lease                  unknown

Rent A Center #371               lease                  unknown

Simply Fashion Stores, Inc.      lease                  unknown

Subway #13926                    5298.99                unknown

Mr. Freeze Records               lease                  unknown

Dominion Healthcare              security deposit        $3,000
Services                         on lease

Phyllis Branch                   security deposit        $2,800
                                 on lease

Fresh & Clean                    security deposit        $2,383
                                 on lease

Messiah Clothing, Inc.           security deposit        $1,500
                                 on lease

Beauty Mart                      security deposit        $1,400
                                 on lease

Foxy Nails                       security deposit        $1,050
                                 on lease

Southeastern Protective          security services       $1,200
Services

Lams Garden Restaurant           security deposit          $944
                                 on lease

BellSouth                                                   $49

AE. Greenwood Plaza Acquisitions, LLC's 16 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Advance America                  lease                  unknown
246 Bypass 72 Northwest
Greenwood, SC 29649

Bank of America                  lease                  unknown
246 Bypass 72 Northwest
Greenwood, SC 29649

Blockbuster Videos, Inc.         lease                  unknown
246 Bypass 72 Northwest
Greenwood, SC 29649

Dollar General Corp.             lease                  unknown

Farmers Furniture                lease                  unknown

Great Wall Chinese               lease unit 70          unknown
Restaurant

                                 lease unit 80          unknown

K-Mart Corp.                     lease, Store No.       unknown
                                 7058

Rent-A-Center #2115              lease                  unknown

Ruby Tuesday #4527               lease                  unknown

Wharton Realty Group, Inc.                              unknown

Sylvan Learning Center           lease                  unknown

Palmetto Pizza Palace            lease security          $2,096
                                 deposit

U.S. Auto Insurance Co.          lease security          $1,500
                                 deposit

Upstate Telecom, Inc.            security deposit        $1,458
                                 on leased
                                 premises

M.&M. Income Tax Services        lease security          $1,135
                                 deposit

Lee Nails                        lease security            $900
                                 deposit

AF. Sinking Springs II, LLC's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Blockbuster Videos, Inc.         lessee                 unknown
4870 Penn Avenue
Reading, PA 19608-8601

Cun Yi China Moon                lessee                 unknown
4870 Penn Avenue
Reading, PA 19608-8601

Dijan, Inc.                      lessee                 unknown
4870 Penn Avenue
Reading, PA 19608-8601

P.A. Liquor Control Board        lessee                 unknown

Redners Quick Stop               lessee                 unknown

Supercuts, Inc. #80014           lessee                 unknown

Wharton Realty Group, Inc.                              unknown

Senor Taco                       lease deposit           $1,250

AG. Sinking Springs, LLC's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tax Collector, Ann Marie Girard  value of security:     unknown
P.O. Box 98                      $3,900,000; value
Wernersville, PA 19565           of senior lien:
                                 $3,919,222

Redners Quick Stop               lease space no.        unknown
Route 422 & Krick Lane           10
South Heidelberg, PA

AF. Neptune Medical, LLC's Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dickstein Associates Agency      Insurance              $18,850
4001 Asbury Avenue
Neptune, NJ 07753

Don Choi, M.D.                   Lease of               Unknown
2100 Corlies Avenue              Office Space
Suite 17
Neptune, NJ 07753

NJ American Water co.            Utilities                 $232
P.O. Box 371331
Pittsburgh, PA 15250-7331

Dr. W. Dean Adams                Lease                  Unknown

Jersey Shore Radiology           Lease                  Unknown

Lookman Odejobi, M.D.            Lease                  Unknown

Michael Weinblatt, DPM           Lease                  Unknown

Paul Silbert, M.D.               Lease                  Unknown

Rami Geffner, M.D.               Lease                  Unknown

AF. Dwek Properties, LLC's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property                 Property Mgt.          $15,884
Maintenance LLC
167 Monmouth Road                Property                $2,287
Oakhurst, NJ 07755               Maintenance -
                                 J. Dwek

Liberty Elevator Corporation                            $10,125
63 East 24th Street
Paterson, NJ 07514

Premium Assignment Corp.                                 $9,618
3522 Thomasville Road
P.O. Box 3066
Tallahassee, FL 32315

Dickstein Associates Agency                              $9,169

Borough of West Long Branch      4 Cubero Court          $5,967

Mechanics Plus Towing and                                $5,794
Transport

Hawley Realty, Inc.                                      $5,734

Seabra Express, LLC              Security Deposit        $5,000

Stafford Smith                   Commissions             $3,830
Commercial Realty

Curtis Sloan                     Security Deposit        $3,000

PPL Electric Utilities           2102 Main Street        $2,823

O'Harriets                       Security Deposit        $2,700

Victory Family Church            Security Deposit        $2,256

Francisco Quechel                Security Deposit        $1,950

Yolanda Beb                      Security Deposit        $1,650

Fish Fetish                      Security Deposit        $1,600

James Febbo & Sons, Inc.                                 $1,542

Jason Smith                      Security Deposit        $1,500

Karen Vrabel                     Security Deposit        $1,350


SOURCE INTERLINK: Completes Acquisition of Enthusiast Media
-----------------------------------------------------------
Source Interlink Companies Inc. has completed its acquisition of
PRIMEDIA Inc.'s Enthusiast Media division.

The combined companies create a vertically integrated media,
publishing, merchandising and distribution company.  To date,
Source has identified approximately $22 million in cost savings
associated with the acquisition, $18 million of which the company
believes it can achieve within twelve months after the closing on
a run-rate basis.

"Enthusiast Media is a great strategic fit for Source," Mike
Duckworth, chairman of Source Interlink, commented.  "It allows us
to build on our core strengths in merchandising and media
distribution, and it is the next logical step in our growth and
diversification strategy.  This acquisition provides additional
sources of revenue and earnings, adds attractive margins and cash
flow, and gives us a platform to participate in the ongoing
consolidation occurring in the publishing space."

"It also provides us with the opportunity to leverage our
expertise in distribution and merchandising in order to take
advantage of EM's online presence, and its position as a leading
provider of digital media content to the enthusiast community,"
Mr. Duckworth added.

"We are excited to be joining the Source family," Steve Parr,
president of the Enthusiast Media division, stated.  "Adding EM's
content component to Source's industry-leading distribution model
for magazines and home entertainment products creates a winning
combination that builds upon the complementary strengths of each
company.  I look forward to contributing to Source's future
success and to helping change how magazine content is produced and
delivered to consumers."

The company remains confident in the full fiscal year 2008
guidance as provided during its first quarter earnings conference
call held on June 11, 2007.  Management will provide guidance for
the combined operations during its second quarter earnings
conference call to be held in September.

As part of the transaction, the company secured a financing
package of approximately $1.65 billion from Citigroup Global
Markets Inc. and JPMorgan Chase Bank N.A./J.P. Morgan Securities,
Inc.  Approximately $1.3 billion will be used to fund the purchase
of EM, including associated transaction costs, and refinance
amounts outstanding under Source's existing revolving credit
facility. The new $300 million revolving credit facility will be
undrawn at close.

The company anticipates consolidated annual cash interest expense
associated with the borrowings for the first full year to be
approximately $127 to $132 million.  The company reiterates its
belief that the transaction will be accretive to adjusted earnings
per share exclusive of transaction- related costs and including
the $18 million of annualized cost-savings in the first twelve
months following the closing.

EM will operate as the publishing division of Source Interlink,
joining the company's Magazine Fulfillment, DVD/CD Fulfillment,
and In-store Services divisions.  Mr. Parr joins the executive
management team as the division's president, working alongside
Source's Jim Gillis and Alan Tuchman, who head the Magazine and
In-store, and DVD/CD divisions.

                  About PRIMEDIA Enthusiast Media

Headquartered in Los Angeles, California, PRIMEDIA Enthusiast
Media -- http://www.primedia.com/-- is a special interest media
company, with more than 70 magazines, 90 websites, over 65 events,
two television programs, 400 branded products, and such brands as
Motor Trend, Automobile, Automotive.com, Equine.com, Power &
Motoryacht, Hot Rod, Snowboarder, Stereophile, Surfer, and
Wavewatch.com.

               About Source Interlink Companies Inc.

Headquartered in Bonita Springs, Florida, Source Interlink
Companies  (Nasdaq:SORC) -- http://www.sourceinterlink.com/-- is
a marketing, merchandising, content and fulfillment company of
entertainment products, including DVDs, music CDs, magazines,
books and related items.  Source Interlink serves approximately
110,000 retail store locations throughout North America.  Supply
chain relationships include consumer goods advertisers,
subscribers, movie studios, record labels, magazine and newspaper
publishers, confectionary companies and manufacturers of general
merchandise.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service has assigned a first-time B2 Corporate
Family rating to Source Interlink SCompanies Inc. in connection
with its proposed acquisition of PRIMEDIA Enthusiast Media Inc.

As reported in the Troubled Company Reporter in the June 20, 2007,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Source Interlink Cos. Inc.


STONERIDGE INC: Withdrawn $200MM Offer Cues S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Warren,
Ohio-based auto supplier Stoneridge Inc. to stable from positive.

At the same time, S&P withdrew its 'B+' bank loan and '4' recovery
ratings on Stoneridge's proposed $200 million senior secured term
loan.  S&P expect to withdraw the ratings on Stoneridge's $100
million revolving line, if the company replaces it with a proposed
unrated $100 million ABL revolving bank credit facility due 2012,
as currently planned.  The 'B+' corporate credit rating on
Stoneridge was affirmed.

The rating actions follow the company's announcement that, as a
result of unfavorable market conditions, it has withdrawn its
tender offer for its high-cost $200 million 11.5% senior notes due
2012.  Previously, S&P had revised the company's outlook to
positive from negative reflecting the potential benefits of
eliminating this debt, Stoneridge's improving operating
profitability and liquidity, and prospects for sustainable double-
digit EBITDA margins and free cash flow generation beginning in
2008.  "We still believe that company's performance will remain
adequate for the rating, even if the high-cost debt remains in
place for now," said Standard & Poor's credit analyst Nancy
Messer.


STRUCTURED ASSET: Fitch Affirms BB+ Rating on Class I Certs.
------------------------------------------------------------
Structured Asset Securities Corp's multi-class pass-through
certificates, series 1996-CFL, are affirmed as:

  -- $37.8 million class H at 'AAA';
  -- Interest-only classes X-1 and X-2 at 'AAA';
  -- $67.2 million class I at 'BB+'.

Classes J and P are not rated by Fitch, and classes A through G
have paid in full.

The affirmations reflect stable pool performance since Fitch's
last rating action.  The transaction has paid down 93.9% since
issuance, to $118.1 million from $1.9 billion.  The largest loan
represents 16.0% of pool, and the top five represent 43.9%.

Currently there is one asset in special servicing (3.7%).  The
asset is a real estate owned retail property located in Douglas,
GA.  Losses are not currently expected.


TIMKEN COMPANY: Earns $55.6MM from Continuing Operations in 2Q
--------------------------------------------------------------
The Timken Company reported sales of $1.35 billion in the second
quarter of 2007, an increase of 4% over the same period a year
ago.

Second-quarter income from continuing operations was
$55.6 million compared to $64.9 million in the second quarter a
year ago.

Second-quarter special items included restructuring and
rationalization charges totaling $16.6 million of pretax expense,
compared to $21 million of similar charges in the second quarter
of 2006.

Total debt at June 30, 2007, was $598.5 million, or 26.5% of
capital.  Net debt at June 30, 2007, was $525.2 million, or
24.1% of capital, compared to $567.7 million, or 26.7% of capital,
at March 31, 2007.  The company expects to end 2007 with lower net
debt and leverage than last year, providing additional financial
capacity to pursue strategic investments.

For the first half of 2007, sales were $2.63 billion, an increase
of 3% from the same period in the prior year.  Income from
continuing operations per diluted share for the first six months
of 2007 increased 5% to $1.36, from $1.30 last year.

Special items in the first half of 2007 totaled $43.5 million of
pretax expense, compared to $25.8 million in the same period a
year ago.  Excluding special items, income from continuing
operations per diluted share in the first half of 2007 was $1.39,
versus $1.41 in the first half of 2006.

During the first six months of 2007, the company benefited from
strong industrial market demand and record Steel Group
performance, which were countered by lower demand from the
company's North American automotive customers.

During the quarter, the company:

   i. Completed the first major U.S. implementation of Project
      O.N.E., a program designed to improve business processes and
      systems;

  ii. Made further progress on key additions to Industrial Group
      capacity in Asia and North America;

iii. Advanced its restructuring initiatives within its Automotive
      and Industrial Groups; and

  iv. Completed the closure of its steel tube manufacturing
      operations in Desford, England.

The company reported total assets of $4.2 billion, total
liabilities of $2.5 billion, and total stockholders' equity of
$1.7 billion as of June 30, 2007.

"Timken gained further momentum in the second quarter, as demand
remained strong in our major industrial market sectors," said
James W. Griffith, Timken's president and chief executive officer.

"We expect enhanced performance going forward as we drive
operations improvements, realize pricing across selected market
sectors, bring new capacity online and complete our restructuring
efforts."

                          Outlook

Timken anticipates continued strength in global industrial
markets, while automotive markets are expected to remain stable.
The combination of strong markets, capacity additions and
operating improvements is expected to drive earnings improvement
for the remainder of the year compared to the same period in 2006.

The company anticipates earnings per diluted share for 2007 from
continuing operations, excluding special items, to be $2.60 to
$2.70 for the year and $0.55 to $0.65 for the third quarter,
compared to $2.13 and $0.49, respectively, for the same periods in
2006.

                   About The Timken Company

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- manufactures highly engineered
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial, and railroad industries.  The company has
operations in 27 countries, including Brazil, and employs 27,000
employees.

                        *     *     *

The Timken Company carries Moody's Ba1 Long-Term Corporate Family,
Senior Unsecured Debt and Probability-of-Default Ratings.  The
Outlook is Stable.


UNUM GROUP: Improved Earnings Cue S&P to Revise Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Unum
Group's operating subsidiaries to positive from stable.

At the same time, Standard & Poor's affirmed its 'BB+'
counterparty credit rating on UNM and affirmed its 'BBB+'
counterparty credit and financial strength ratings on UNM's
various operating subsidiaries.

The outlook on UNM remains positive.

"The outlook revision is tied to continued improvements in
operating earnings and maintenance of financial discipline,
evident in the financial turnaround of this company since 2003
when UNM management began focusing on profitable financial
performance over growth," said Standard & Poor's credit analyst
Shellie Stoddard.  S&P expect stronger group long-term disability
segment results, as more effective operations management practices
take hold.  The expected securitization of the close Individual
Income Protection segment will enhance the financial flexibility
of the firm with no impact to the volatility of the existing
block.  "These steps clear the path for more profitable growth and
stable earnings prospectively," Ms. Stoddard added.

The operating performance of UNM's insurance subsidiaries should
continue to emerge positively from the turnaround in corporate
strategy, as UNM maintains focus on a mix of business to include a
larger proportion of small to midsize businesses to complement its
larger group business.  UNM is expected to maintain a healthier
balance sheet with higher quality assets, better capitalization,
and lower debt.

If the core operating earnings continue to show stability over the
next 6-12 months and the company demonstrates its commitment to
financial discipline as it attempts to return to growing its top
line, the ratings could be raised one notch.  If the mix of sales,
investments, or capital management strategies becomes more
aggressive, or if the core disability medical loss ratio does not
reach the public goal of 92% by the fourth quarter of 2007, the
outlook could be revised to stable.

New annualized premiums for UNM's U.S. segment are expected to
grow about 5% in 2007. UNUM Ltd. (U.K.) sales are bouncing back
and Colonial Life & Accident Insurance Co.'s voluntary sales
continue to be strong at 5%-10%. Operating income will grow to
$1 billion by the end of 2007; GAAP interest coverage will
increase to more than 6x. Debt was reduced in 2006 while the
company worked to build retained earnings and hold cash flow at
the company.  Debt to total capital will remain about 25%
(compared with 34% at year-end 2004 and 2005).


URS CORPORATION: Lydia Kennard Joins Board of Directors
-------------------------------------------------------
Lydia H. Kennard has joined URS Corporation's Board of Directors,
effective Aug. 1, 2007.  Ms. Kennard, who has served as a director
on a number of large public company boards, joins the URS Board of
Directors with more than 25 years of experience in the design,
construction and aviation industries.

"We are very pleased to welcome Lydia Kennard to the URS Board of
Directors," Martin M. Koffel, URS Chairman and CEO, said.  "Ms.
Kennard has a comprehensive understanding of our industry, gained
through executive-level positions in both the public and private
sectors.  In addition, her extensive public company board
experience will be a valuable asset to our Company and we look
forward to her contributions to our Board."

"URS is a world-class engineering and professional services
company, with a track record of successfully planning, designing
and engineering complex programs and projects," Ms. Kennard said.
"I look forward to working with the Board and the management team
to help URS capitalize on future growth opportunities in order to
benefit stockholders."

Ms. Kennard currently is a member of the Board of Directors of AMB
Property Corporation, Indymac Bank, and Intermec Corporation.  She
also serves on the Board of Trustees of the Rand Corporation and
is a member of the California Air Resources Board.

Ms. Kennard previously served as Executive Director of Los Angeles
World Airports (LAWA), and in that capacity, oversaw four Los
Angeles-area airports: Los Angeles International (LAX), Ontario
International, Palmdale Regional, and Van Nuys airports.  Prior to
joining LAWA, she was president/principal-in-charge of KDG
Development & Construction Consulting, a Los Angeles-based firm
specializing in construction management for public and private
sector clients. Earlier in her career, she was an associate lawyer
at McKenna & Fitting.

Ms. Kennard, 53, earned a Bachelor of Arts degree from Stanford
University, a Master's degree from the Massachusetts Institute of
Technology and a law degree from Harvard University.

                           About URS

Headquartered in San Francisco, California, URS Corporation
(NYSE:URS) -- http://www.urscorp.com/-- offers a comprehensive
range of professional planning and design, systems engineering and
technical assistance, program and construction management, and
operations and maintenance services for transportation,
facilities, environmental, water/wastewater, industrial
infrastructure and process, homeland security, installations and
logistics, and defense systems.  The company operates in more than
20 countries with approximately 29,500 employees providing
engineering and technical services to federal, state and local
governmental agencies as well as private clients in the chemical,
pharmaceutical, oil and gas, power, manufacturing, mining and
forest products industries.

                          *     *     *

As reported in the Troubled Company Reporter on June 1, 2007,
Moody's Investors Service placed the Ba1 Corporate Family Rating
and other instrument ratings of URS Corporation on review for
downgrade following its announcement that a definitive agreement
for the acquisition of Washington Group International, Inc. was
signed.

Standard & Poor's Ratings Services placed its ratings, including
its 'BB+' corporate credit rating, on URS Corp. on CreditWatch
with negative implications.


VERASUN ENERGY: S&P Affirms B+ Credit Rating with Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on VeraSun Energy Corp., its 'B+' rating on the
company's $210 million senior secured notes due 2012, and its 'B-'
rating on the $450 million senior unsecured 10-year notes due
2017.  The outlook is stable.

The affirmation reflects S&P's conclusion that VeraSun's
creditworthiness will not decline based on the company's plan to
acquire three 110 million gallon-per-year ethanol facilities from
ASAlliances Biofuels LLC for $725 million.

VeraSun is funding the purchase with $200 million in equity to be
issued to ASA shareholders, $250 million in cash, and
$275 million of assumed project-level debt in the form of a term
loan with two tranches.

The stable outlook reflects VeraSun's current capital structure
and expected amortization of project-level debt.  In the longer
term, the company could be at risk if the federal excise tax
subsidy for ethanol is not renewed by 2010 and the industry's
economic fundamentals are weak

"The company is highly levered and liquidity is limited, so the
rating could be negatively pressured if crush spreads drop
substantially below current levels or if VeraSun can't improve its
liquidity position as expected.," said Standard & Poor's credit
analyst Justin Martin.

Given the risks and uncertainties surrounding the ethanol industry
generally, the CCR is likely to be limited on the upside without
substantial improvement in the financial profile and lower
business risk.  At the current debt level, additional debt
issuance or dividend payments to equity holders would likely
adversely affect the rating.


VERONA NATURAL: Glenwood Selling Foreclosed Assets on Aug. 8
------------------------------------------------------------
Glenwood Financial Services LLC will conduct a foreclosure sale
of substantially all of Oxford Natural Gas Co. and Verona Natural
Gas Co.'s assets at 10:00 a.m. on Aug. 8, 2007.

Glenwood, a secured party, is represented by lawyers at Keating,
Muething & Kleklamp PLL.  The sale will be conducted at Keating
Muething's offices at Suite 1400, One East Fourth Street, in
Cincinatti, Ohio.

To participate in the sale, written bids must be received no
later than 5:00 p.m. of Aug. 7, 2007.

Both headquartered in Ohio, Oxford Natural Gas Co. and Verona
Natural Gas Co. collectively provide natural gas to 5,000
residential and commercial customers.


VISTEON CORP: June 30 Balance Sheet Upside-Down by $102 Million
---------------------------------------------------------------
Visteon Corporation reported second quarter 2007 results.  At
June 30, 2007, the company's balance sheet showed total assets of
$7.32 billion and total liabilities of $7.42 billion, resulting in
a $102 million stockholders' deficit.  Deficit at Dec. 31, 2006,
was $188 million.

For the second quarter 2007, Visteon reported a net loss of
$67 million, which included non-cash asset impairments of
$13 million.  In the same period in 2006, Visteon reported net
income of $50 million.

Second quarter EBIT-R was $15 million.  Sales from continuing
operations for the quarter were $2.97 billion, including product
sales of $2.83 billion and services revenues of $141 million.
During the quarter, Visteon generated $146 million of cash from
operating activities and free cash flow of $66 million.

Product sales to Ford Motor Co. declined 16% or $216 million to
$1.11 billion, reflecting primarily lower North American
production volumes, pricing, sourcing and product mix.  Product
sales to other customers increased 15%, or $230 million, to
$1.72 billion and represented 61% of total product sales.

Last year's results included $22 million of non-cash asset
impairments and an extraordinary gain of $8 million associated
with the acquisition of a lighting facility in Mexico.  Visteon
also recognized a $49 million benefit in the second quarter 2006
related to the relief of post-employment benefits for Visteon
salaried employees associated with two ACH manufacturing
facilities transferred to Ford.

"At the mid-point of our three-year improvement plan, we have
demonstrated progress across each pillar of the plan," Michael F.
Johnston, chairman and chief executive officer, said.  "More than
half of the restructuring actions are complete, and several others
are well on their way to completion.  Even with significant
reductions in customer volumes in North America, we are making
solid progress on improving our base operations through improved
quality and safety and significantly reduced administrative costs.
We are also diversifying our sales and growing the business,
particularly outside of North America."

                   Free Cash Flow and Liquidity

Cash provided from operating activities totaled $146 million for
the second quarter 2007, increasing $38 million from the same
period a year ago.  Free cash flow of $66 million for the quarter
was an improvement of $56 million over the second quarter 2006.
Year-to-date cash provided from operating activities totaled
$15 million, compared to $76 million for the first six months of
2006.  For the first half of 2007, free cash flow was negative
$129 million, $22 million lower than first half 2006.

As of June 30, 2007, Visteon had cash balances totaling
$1.5 billion and total debt of $2.7 billion.  Additionally, no
amounts were drawn on the company's $350 million asset-based
U.S. revolving credit facility.

                        Half Year Results

For the first half 2007, sales from continuing operations were
$5.86 billion, including favorable foreign currency of
approximately $300 million.  Sales from continuing operations for
the same period in 2006 were $5.87 billion, including product
sales of $5.59 billion.  Product sales to Ford declined 14%, or
$362 million, to $2.25 billion, reflecting primarily lower North
American production volumes, pricing, sourcing and product mix.
Despite lower sales to Nissan in North America due to production
volumes, product sales to other customers increased 12%, or $368
million, to $3.34 billion and represented 60 percent of total
product sales.

Visteon reported a net loss of $220 million for the first six
months of 2007.  These results include $63 million of non-cash
asset impairments.  This compares to net income of $53 million for
the same period a year ago.  Half year results for 2006 include
$22 million of non-cash asset impairments and an extraordinary
gain of $8 million.  In the first half of 2006, Visteon recognized
a cumulative benefit of $72 million related to the relief of post-
employment benefits for Visteon salaried employees associated with
two ACH manufacturing facilities transferred to Ford.

EBIT-R for the first half 2007 was a loss of $31 million compared
to positive $191 million for the same period in 2006.

Headquartered in Van Buren Township, Mich., Visteon Corp.
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic, and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  The company has more than 170
facilities in 24 countries and employs around 50,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has taken these actions regarding the ratings of
Visteon Corp.: Issuer Default Rating affirmed 'CCC'; Senior
Secured Bank Facility affirmed 'B/RR1'; and Senior unsecured
downgraded to 'CC/RR6' from 'CCC-/RR5'.


WESTERN OIL: Board Approves Plan of Arrangement with Marathon Oil
-----------------------------------------------------------------
The Board of Directors of Western Oil Sands Inc. has unanimously
approved a Plan of Arrangement pursuant to which Marathon Oil
Corporation will acquire all of Western's outstanding common
shares for total consideration of approximately $6.6 billion,
which includes $736.1 million of indebtedness.  Concurrently with
the consummation of the Plan, Western will distribute shares of a
new company, WesternZagros Resources Inc. to its existing
shareholders.  WesternZagros will hold Western's assets and
operations in the Federal Region of Kurdistan.

As a result of the transaction, Western shareholders will receive:

   -- $35.50 per share in cash and/or;

   -- 0.5932 common shares (or exchangeable shares) of Marathon
      for each Western share; the exact amount of cash and shares
      each shareholder will receive will be subject to proration
      to $3.8 billion cash and 34.3 million Marathon common shares
      or 29.4 million exchangeable shares.

   -- In addition, each Western share will receive one share of
      WesternZagros and one tenth of a warrant to purchase shares
      of WesternZagros.  Each whole warrant will be exercisable at
      a price of $2.50 for a period of three months following
      closing.

          Strategic Combination for Oil Sands Development

   -- The Western/Marathon combination creates an attractive
      vehicle to deliver future shareholder value and provides
      Western's shareholders with the opportunity to continue to
      participate in the growth of the Athabasca Oil Sands Project
      with an equity interest in Marathon.

   -- Western's long-life, high-quality oil sands resources are an
      excellent strategic fit with Marathon's extensive downstream
      infrastructure to provide an enduring competitive advantage.

   -- Marathon provides an exceptional downstream integration
      opportunity for Western's growing upstream oil sands
      production profile, allowing Western's shareholders to
      participate across the total value chain including strong
      refining margins.  At the same time, this transaction
      positions Marathon to capitalize on an attractive long-term
      supply of Canadian crude oil as it proceeds with its
      refinery upgrading projects.

           WesternZagros Offers High Growth Opportunity

The distribution of WesternZagros shares provides Western's
shareholders with the opportunity to participate directly in a
high-growth potential exploration company.  A board of directors
has been constituted with extensive international experience from
Western's existing Board and officers.  WesternZagros intends to
seek a listing on a recognized exchange for its shares and
warrants.

   -- WesternZagros has a portfolio of high impact prospects in
      the Federal Region of Kurdistan with significant resource
      potential.

   -- An experienced leadership and highly-proficient technical
      team is now in place with extensive international
      exploration and production experience.

It is intended that WesternZagros will be sufficiently capitalized
with approximately $82.5 million from Western as part of the
transaction.  In addition, certain insiders have committed to
participate in a private placement of approximately $10 million at
a price of $2.50 per share, and have pre-committed to exercise
their WesternZagros warrants to be received pursuant to the
transaction.  Warrants, issued with the WesternZagros shares, if
fully exercised, could result in additional cash proceeds of over
$41.3 million.  When added to the other sources of funding,
proceeds would total $133.8 million.

"This transaction is the result of a rigorous and thorough process
conducted by our Board and management with oversight of an
independent committee of the Board," Western's President and Chief
Executive Officer, Jim Houck said.  "It accomplishes our key
objective of capturing an integrated upstream and downstream
opportunity and maximizing value for our shareholders.  In
addition, this transaction allows Western's shareholders to
receive a compelling mix of cash and the opportunity to
participate in two value creating entities: Marathon, now enhanced
with oil sands resources integrated through to products, and
WesternZagros, a pure Kurdistan exploration venture with a line of
sight to drilling wells beginning in early 2008."

"The Athabasca Oil Sands Project is truly a world-class asset with
multi-billion barrel, long-life resource potential," Clarence P.
Cazalot, Jr., President and CEO of Marathon stated.  "Marathon's
strategically advantaged U.S. Midwest downstream business is well
positioned to provide both near and long-term solutions to
maximize the value of these substantial bitumen resources.  We are
joining an ongoing and expanding project with strong partners, and
collectively, we will be able to apply our technical and
commercial skills to maximize both the recovery and value of these
resources."

Western Oil has agreed to pay Marathon a non-completion fee of
$200 million in certain circumstances if the transaction is not
completed.  The transaction agreement includes customary non-
solicitation and right to match provisions.  The transaction is
anticipated to close in the fourth quarter of 2007.

                Board of Directors Recommendation

The Board of Directors of Western established a committee of
independent directors to ensure an in-depth and complete review
process.  After consulting with its financial and legal advisors,
and receiving a recommendation from the committee of independent
directors, the Board of Directors of Western has unanimously
determined the proposed transaction is in the best interest of
Western and the Western shareholders.  Goldman, Sachs & Co. and TD
Securities Inc. acted as financial advisors to Western in
connection with the transaction.

The transaction will be completed by way of a Plan of Arrangement
under applicable Canadian law.  It will require the approval of
two-thirds of the votes cast by shareholders of Western voting at
a special meeting to be called to consider the arrangement, as
well as a court and other regulatory approvals and certain other
customary conditions for an agreement of this nature.

                        About Marathon Oil

Headquartered in Houston, Texas, Marathon Oil Corp., through its
subsidiaries, engages in the exploration, refining, and
transportation of crude oil and petroleum products worldwide.

                        About Western Oil

Western Oil Sands Inc. (TORONTO: WTO.TO) (Other OTC: WTOIF.PK) --
http://www.westernoilsands.com/-- holds a 20% undivided interest
in the Athabasca Oil Sands Project located in the Athabasca region
of northeastern Alberta.  Shell Canada Limited and Chevron Canada
Limited hold the remaining 60 per cent and 20 per cent interests,
respectively..  WesternZagros Limited, a wholly-owned subsidiary
of Western, is pursuing conventional oil and gas exploration
opportunities in the Federal Region of Kurdistan in Northern Iraq.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Standard & Poor's Ratings Services placed its 'BB+' long-term
corporate credit rating and its 'BBB' senior secured debt rating
on Western Oil Sands Inc. on CreditWatch with positive
implications.  The action follows the announcement that Marathon
Oil Corp. (BBB+/Stable/A-2) will acquire all of Western's common
shares outstanding for approximately CDN$6.6 billion, which
includes CDN$736.1 million of indebtedness.

As reported in the Troubled Company Reporter on June 19, 2007,
Moody's assigned a Ba2 rating (LGD3; 32%) to Western Oil Sands
Inc.'s pending 5-year CDN$805 million senior secured bank
revolver, which remains under negotiation.  It would replace an
unrated CDN$340 million first secured bank revolver.

Moody's affirmed Western's stable outlook and Ba2 Corporate Family
Rating.


WESTON NURSERIES: Judge Rosenthal Confirms Amended Chapter 11 Plan
------------------------------------------------------------------
The Honorable Joel B. Rosenthal of the U.S. Bankruptcy Court for
the District of Massachusetts confirmed Weston Nurseries Inc. and
Mezitt Agricultural Corporation's Amended Joint Chapter 11 Plan
of Reorganization.

                      Overview of the Plan

As reported in the Troubled Company Reporter on April 24, 2007,
the Plan will be funded primarily with a portion of the sale
proceeds of all issued and outstanding shares of Mezitt's stock,
along with the sale of certain property owned by Weston, Mezitt
and certain of the Mezitt Family Members.

The Plan provides for the reorganization of Weston as a going
concern, and for the payment of all valid claims through the use
of:

     i. a portion of the Weston sale proceeds;

    ii. to the extent necessary, a portion of the funds that
        Weston will borrow on a secured basis from Boulder
        Business Alliance Capital Company and other lender;

   iii. the revenue generated by the operation of Weston's
        business after the Plan is confirmed; and

    iv. only to the extent necessary, the proceeds of recoveries
        realized from the prosecution of any causes of action.

The Plan contemplates that on the closing of the sale of Mezitt
Stock, or alternatively its real property, the sale proceeds will
be paid to satisfy all valid claims against Mezitt.

On Feb. 21, 2007, the Court entered a sale order to sell
approximately 742 acres of real property to Boulder, under
the purchase and sale agreement.

                       Treatment of Claims

Under the Joint Plan, First Pioneer Farm Credit, ACA's allowed
secured claim, holding debts secured by mortgage liens of the
Debtors' real property, will be satisfied in full from the sale
proceeds.

Business Alliance holding allowed secured claim will also be paid
in full.

Weston's allowed claims of its administrative and priority
creditors will receive full payment.

MezAg's allowed claims of its administrative and priority and
general unsecured creditors will receive full payment.

General unsecured claims of insiders against Mezitt and Weston
will be paid according to the terms of a settlement agreement.

As of Weston's chapter 11 filing, Roger N. Mezitt and his wife,
and R. Wayne Mezitt and his wife, each own 13% of the issued
Weston stock.  Pursuant to the Plan, Roger's outstanding shares
of Weston stock will be transferred to Wayne, and the EVM Trust,
which owns the remaining 74% of that stock.  Roger's shares will
be transferred to Wayne in connection with the settlement
agreement.

Mezitt's Equity Interest will retain their interests.  All of its
non-real estate assets will be distributed to Wayne and Roger in
accordance with the terms of the Settlement Agreement.

                      About Weston Nurseries

Headquartered in Hopkinton, Massachusetts, Weston Nurseries,
Inc., -- http://www.westonnurseries.com/-- is central New
England's premier resource in designing, creating, and enjoying
outdoor living areas.  Weston Nurseries grows and sells plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, represents
the Debtor in its restructuring efforts.  Michael J. Fencer, Esq.,
and Steven C. Reingold, Esq., at Jager Smith, PC, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


WHOLE FOODS: District Court Conducts FTC Injunction Hearing
-----------------------------------------------------------
The U.S. District Court for the District of Columbia conducted a
preliminary hearing to decide whether to approve the U.S. Federal
Trade Commission's application for an injunction to block the
proposed merger between Whole Foods Market Inc. and Wild Oats
Markets Inc., on July 31, 2007, until Aug. 1, 2007.  The company
expects to receive a ruling by the middle of August.

Whole Food's lawyer Paul Denis defended his client saying FTC
failed to recognize competition in the industry, Peter Kaplan of
Reuters reports.

As reported in the Troubled Company Reporter on June 7, 2007,
FTC advised Whole Foods Market that it will file a complaint in
the Court seeking to block the proposed acquisition, because it
would curb competition and raise prices for consumers.

The FTC also advised Whole Foods Market that it will ask the
Court to enter a temporary restraining order that would prohibit
the company from completing its acquisition of the shares of Wild
Oats until the Court has resolved the FTC's request for a
preliminary injunction.

Subject to prevailing in its current lawsuit with the FTC
concerning the proposed merger, the company plans to transfer all
35 Henry's and Sun Harvest store locations, plus a Riverside,
California distribution center, to a wholly owned subsidiary of
Smart & Final, Inc., a Los Angeles-based food retailer.

"We are hopeful that the court will rule in our favor and that we
will be allowed to move forward; however, we believe that merger
or no merger, Whole Foods Market has a very bright future," John
Mackey, chairman, chief executive officer, and co-founder of Whole
Foods Market, said.  "We currently have 94 stores in our pipeline
representing 70% of our existing square footage, and we believe we
are on track to meet our goal of $12 billion in sales in 2010.  If
the merger is approved, just as we have done with our many
previous acquisitions, we will improve the Wild Oats stores to
make them more profitable and create an improved shopping
experience for our customers."

                     About Wild Oats Markets

Headquartered in Boulder, Colorado, Wild Oats Markets Inc. --
http://www.wildoats.com/-- is a natural and organic foods
retailer in North America with annual sales of approximately
$1.2 billion.  Wild Oats Markets was founded in Boulder, Colorado
in 1987.  Wild Oats Markets currently operates 110 stores in 24
states and British Columbia, Canada under four banners: Wild Oats
Marketplace (nationwide), Henry's Farmers Market (Southern
California), Sun Harvest (Texas), and Capers Community Market
(British Columbia).

                     About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and currently has more
than 190 stores in the United States, Canada, and the United
Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services said that while the ratings on
Whole Foods Market Inc., including the 'BBB-' corporate credit
rating, currently remain on CreditWatch with negative
implications, where they were placed on Feb. 22, 2007, S&P will
lower the corporate credit rating to 'BB+' from 'BBB-' upon
closure of its acquisition of Wild Oats Inc.  At this time,
ratings will also be removed from CreditWatch.  The outlook will
be stable.


* Fitch Comments on Deliquency Levels in Subprime Securitizations
-----------------------------------------------------------------
As U.S. subprime securitizations from 2005 and 2006 are
experiencing very high levels of delinquency and default due to
the impact of an unfavorable home price environment on
transactions with concentrations of high-risk mortgage products,
Fitch Ratings has introduced new surveillance methodology designed
to recognize the performance profile and distinct risks inherent
in individual securities.  Additionally, Fitch is providing
greater transparency on a class-by-class level providing investors
with a forward-looking forecast of mortgage default and loss.

'We believe that providing this level of transparency can aide the
efforts of the ABS market to assess the risk of recent vintage
subprime RMBS,' said Glenn Costello, Managing Director and co-head
of US RMBS.  'The fundamental soundness of highly rated securities
is evidenced by the ability of these securities to withstand
substantially higher loss levels than forecasted.'

Fitch released the first in a series of rating action commentaries
on recent vintage subprime RMBS.  The transactions referenced in
these RACs are taken from the 'Under Analysis' list that Fitch
published on July 12, 2007 The 'Under Analysis' list consists of
170 RMBS transactions.  Thursday's RACs encompass 27
securitizations consisting of 382 rated classes with a par balance
of $22.4 billion.  The 'Under Analysis' list for July 2007 was
generated based on preliminary analysis of expected loss and the
ability of 'BBB'-rated securities to withstand that loss.  As
such, it represents the portion of the rated portfolio that Fitch
deems to be most distressed.  The set of rating actions taken
includes some of the most poorly performing deals from that list.
Fitch will continue to release RACs on the remaining transactions
comprising the 'Under Analysis' list over the next two weeks.

Summary of Aug. 1, 2007 Rating Actions
  -- Affirmations: 232 classes (outstanding balance: $20 billion)
  -- Downgrades: 150 classes (outstanding balance: $2.4 billion)

Ratings Distribution After Actions
  -- 'AAA' classes: 120 (balance: $16.9 billion)
  -- All investment grade classes (including 'AAA'): 299 (balance:
$21.5 billion)
  -- Below investment grade classes: 83 (balance: $890 million)

Fitch's rating actions reflect changes in surveillance methodology
specifically for the 2005 and 2006 vintage loans designed to
capture the rapid deterioration of subprime mortgage performance.
Securitizations from 2005 and 2006 are experiencing very high
levels of delinquency and default, due to the interaction of an
unfavorable home price environment with high-risk mortgage
products.  Fitch's methodology is designed to recognize the
particular risks and performance profile of each security under
analysis, and to provide a forward-looking forecast of mortgage
default and loss.  This forecast is used to analyze the risk of
default for rated RMBS and to either affirm or adjust the
outstanding credit ratings.

In addition to its rating actions, Fitch is also publishing
detailed information regarding expected loss forecasts, and the
amount of loss each rated security can withstand based on Fitch's
cash flow methodology.  An expected remaining loss percentage is
published for each transaction, and the loss percentage that
causes each class to take a principal loss, referred to as the
'break loss' percentage, is also provided.  Additionally, the
multiple of the BL to the EL, referred to as the loss coverage
ratio, is provided.

Criteria Review: Risk Factors and Loss Forecasting Methodology

The transactions being subjected to negative rating actions on the
'Under Analysis' list are affected by the risk factors that Fitch
and others have detailed while tracking 2006 vintage performance.
These include combined Loan-to-Value ratios of up to 100%, and
loans with limited or no verification of borrower income.  Most
importantly, these mortgage pools are subject to a rapidly
deteriorating home price environment, particularly in those
regions of the country with concentrations of subprime mortgages.

Fitch's estimates of home price declines are based on the regional
risk forecasts provided by University Financial Associates for use
in Fitch's ResiLogic default and loss model.  As of the second
quarter-2007 forecast, peak-to-trough nominal home price declines
for 2006 vintage mortgages, weighted for Fitch-rated loan
distributions, are projected to average approximately 6-8%.

These factors have contributed to very high levels of serious
delinquency and default among late 2005 and 2006 securitizations.
Fitch's updated criteria for estimating total defaults gives
greater weight to early performance as a predictor of long-term
performance, given the broad trend of high delinquency and
worsening home price forecast.  For each securitization Fitch's
benchmark default assumptions for loans currently performing is
subject to a multiple based on the observed performance to-date.
For the RMBS acted on today, this multiplier ranges from roughly
1.2 times to 2.2x.  The revised approach to early performance
methodology increased the percentage of each mortgage pool
expected to default by as much as 5.75%

The other major adjustment to Fitch's expected loss criteria is a
change to default expectations for 2/28 hybrid adjustable-rate
mortgage loans.  Given the poor performance to-date of recently
originated mortgage pools , the weakening home price environment
and the growing evidence of poor mortgage underwriting coupled
with borrower/broker fraud, Fitch believes that ARM resets will
engender higher default rates than those assumed in the initial
rating forecast and higher than the rates currently being
experienced.  The withdrawal by lenders of many mortgage
refinancing options further exacerbates this risk. Therefore Fitch
is applying two additional multipliers to 2/28 ARMs.  For those
ARMs without a piggy-back second lien, the default expectation is
multiplied 1.2x.  For those ARMs with a piggy-back second lien,
the multiplier is 1.5x, reflecting the risk to borrowers with no,
or negative, home equity.  For the RMBS acted, the combined ARM
multiplier ranges from 1.15x to 1.33x.  This resulted in increased
default expectations ranging from 2% to 4.5% of the outstanding
pool balance.

In addition to these factors, the worst performing transactions
have another attribute in common: the presence of a significant
concentration of second-liens in predominantly first-lien
transactions.  While many recent vintage transactions contain
first-liens that have an associated second-lien, the second-lien
was typically not securitized in the same transaction.  Rather, if
the second-lien was securitized, it was placed in a separate
transaction backed entirely by second-liens.  However many of the
RMBS on the 'Under Analysis' list are backed by pools containing
in excess of 5% and, in some instances, in excess of 10%, second
liens.  Very poor performance by second lien mortgages has led to
early and substantial downgrades of second-lien securitizations.
Similarly, the presence of second-liens which are defaulting
rapidly and with very high loss severity, is having, and in
Fitch's opinion will continue to have, a substantial negative
impact on the performance of RMBS backed by mixed pools of first-
and second-liens.  The poor delinquency performance of these
transactions is captured in the default rate adjustment described
above.  The other feature of second-liens that must be accounted
for is loss severity, which for 100% CLTV second-liens is
typically 100%.  In analyzing each RMBS transaction, Fitch has
sought to ensure that the expected loss severity reflects the high
percentage of defaulted second liens.  Transactions with
concentrations of second liens have projected lifetime loss
severities of about 50%, whereas transactions with lower
concentrations have a projected loss severity closer to 40%.

The combined effect of all the adjustments described above
resulted in an average expected default assumption of 32% and an
average loss severity assumption of 44% for the RMBS acted on.
The expected remaining loss on these transactions, expressed as a
percentage of the outstanding pool balance, ranges from 10% to 24%
and averages 14%.  The lifetime cumulative expected loss of the
original pool balance ranges from 9% to 16.5%% and averages 11.4%.

Rating Action Methodology:

For each RMBS class, Fitch generates cash flows that estimate how
much loss as a percentage of the outstanding balance each class
can withstand before incurring a writedown, given Fitch's loss
timing curve, prepayment curve and interest rate assumptions.
Fitch refers to this as the BL for the class.  There has been one
revision to methodology with respect to cash flow generation,
reflecting the fact that prepayment rates for many transactions
are currently running slower than Fitch's expected rates.  The
cash flow analysis utilizes the slow observed speeds; however it
reverts to Fitch's standard assumptions over 24 months, so as not
to give undue benefit to excess spread generated by slower
prepayments.  The slower speeds will increase the level of loss a
class can withstand, and, therefore, increase the class' BL.

In addition to revising the expected remaining loss and break loss
methodology described above, Fitch has adopted a specific set of
Minimum Loss Coverage Ratio benchmarks for determining recommended
rating actions on 2005 and 2006 vintage RMBS.  The Fitch LCR is
computed for each class as the break loss divided by the expected
loss (LCR = BL/EL).  Fitch's standard surveillance analysis
utilizes MLCRs derived from new issue rating levels, with
adjustments for seasoned vintages to reflect the volatility of
expected losses.  For the evaluation of the 'Under Analysis' list,
Fitch has adopted a set of MLCRs that reflect the more severe
current expected case based on the assumptions discussed above
than that used in determining the original rating.  As such,
classes that cannot demonstrate a LCR of at least 1.1 are subject
to ratings adjustments to below-investment-grade status.  However
the MLCRs also reflect Fitch's opinion that the levels of loss
that highly rated securities can withstand still represent
unlikely events, and the MLCRs are thus compressed relative to
those for new issue ratings.  Additionally, Fitch considers the
expected time to pay off for highly rated classes.  Those classes
that are expected to pay-off in 60 months or less are not
recommended for downgrade based on MLCR.

The Mininum Loss Coverage Ratio benchmarks are:
  -- 'AAA': 2.5;
  -- 'AA+': 2.25;
  -- 'AA': 2;
  -- 'AA-': 1.75;
  -- 'A+': 1.6;
  -- 'A': 1.5;
  -- 'A-': 1.4;
  -- 'BBB+': 1.3;
  -- 'BBB': 1.2;
  -- 'BBB-': 1.1;
  -- 'BB+': 1.03;
  -- 'BB': 0.95;
  -- 'BB-': 0.88;
  -- 'B+': 0.82;
  -- 'B': 0.75;
  -- 'CCC': Less Than 0.75.

For example, assume a transaction has a revised expected loss of
12% of the outstanding pool balance (EL=12%).  Cash flow analysis
shows that the class currently rated 'AAA' (class A) can withstand
losses equal to 32% of the outstanding balance before incurring a
loss (class A BL=32%), and the class currently rated BBB (class B)
can withstand losses equal to 11.75% of the current balance (class
B BL=11.75%).  In this example, class A would have a LCR = 32%/12%
or 2.67. class B would have a LCR = 11.75%/12% or 0.98.  The class
A LCR of 2.67 exceeds the minimum AAA LCR of 2.5 and, therefore,
is recommended for affirmation.  The class B LCR of 0.98 fails to
exceed the 'BBB' MLCR of 1.2 and so the class is recommended for
downgrade.  The class B LCR does exceed the MLCR for a rating of
BB, therefore the recommendation in this example is to downgrade
to 'BB' from 'BBB'.

Rating committees conducted by senior analysts review each set of
recommended rating changes and may adjust the recommendations as
warranted.  Adjustments to the recommendations for actions taken
today consist largely of affirming 'AA' category bonds with minor
breaches of the 60 month payoff test.

The actions taken result in a ratings distribution described with
these statistics:

Rating # Classes $Bal (Mil) Average BL Average LCR
'AAA' 120 16,865 37.75 2.85
'AA+' 31 1,380 30.19 2.36
'AA' 17 687 27.50 2.15
'AA-' 17 418 24.84 2.00
'A+' 18 411 22.13 1.82
'A' 15 358 20.67 1.68
'A-' 18 414 20.45 1.56
'BBB+' 23 385 17.99 1.40
'BBB' 19 293 17.22 1.27
'BBB-' 21 325 15.80 1.15
'BB+ 14 162 14.15 1.08
'BB' 16 185 14.36 0.99
'BB-' 16 178 12.85 0.91
'B+' 6 49 12.13 0.84
'B' 11 126 11.60 0.79
'CCC' 20 186 11.55 0.65

Note that the average LCR in some rating categories is
significantly higher than the minimum LCR.  Classes that have been
affirmed at their current rating often do have LCRs greater than
the minimum.  The surveillance criteria do not provide for
upgrades for unseasoned subordinate classes and none of the
classes in the list above were considered for upgrade.

Fitch believes that the revised loss coverage multiples combined
with the revised expected loss methodology, provides investors
with timely, consistent, opinions as to the relative credit
quality of rated securities.  Fitch has published the expected
loss for each transaction acted, as well as the break loss and LCR
for each rated class.  With these risk indicators, Fitch has
provided detailed information regarding the basis of subprime RMBS
rating opinions, which should aid investors in considering those
opinions as part of their on-going risk analysis.  Fitch will
publish this information for all 2005 and 2006 transactions placed
'Under Analysis'.

A note on 'CCC' rated classes: Fitch's standard surveillance
methodology calls for the assignment of a Distressed Recovery
Rating to classes rated below 'B-'.  Fitch will review the
application of 'DR' ratings in the context of the updated
methodology and provide further commentary on the recovery
prospects of deeply distressed securities.


* Irina Skidan Joins Chadbourne & Parke's St. Petersburg Office
---------------------------------------------------------------
Chadbourne & Parke LLP has named Irina Skidan, Esq. as counsel in
the St. Petersburg office.  Ms. Skidan will draw on her experience
in corporate and financial matters, with a particular focus on
capital markets.

"Irina brings rich and varied experience to Chadbourne," Charles
O'Neill, Chadbourne managing partner, said.  "Her Russian language
fluency and knowledge of the Russian legal and business
environment will enable her to provide creative legal advice to
our clients."

Ms. Skidan joins the Firm from Jones Day in Moscow, where she had
been Of Counsel.  Prior to that, she worked for several major law
firms in New York on transactional matters involving global
corporations and financial institutions.  Earlier in her career,
Ms. Skidan worked as a certified public accountant.

"Irina is a very welcome addition to our growing St. Petersburg
office," Laura M. Brank, head of Chadbourne's Russia and the CIS
practice, said.  "She has a wealth of experience advising on
cross-border corporate transactions.  Irina will enhance the
services we offer in St. Petersburg, Moscow and elsewhere in
Russia."

She holds a B.A., magna cum laude, in theater management from
Marymount Manhattan College and a J.D., summa cum laude, from
Brooklyn Law School, where she held a fellowship in international
business law and was co-editor of the Proceedings of the Symposium
on Risk-Based Capital Adequacy Guidelines.

Chadbourne's St. Petersburg office opened in November 2005, and
its attorneys advise on infrastructure projects, oil and gas,
forestry, paper and pulp, telecommunications, real estate,
corporate transactions and corporate finance.  It forms part of a
team of almost 100 experienced Russia/CIS practitioners based in
offices in Moscow, St. Petersburg, Kyiv, Almaty, Tashkent, Warsaw
and London. Chadbourne was one of the first foreign law firms to
open an office in Moscow, in 1990.

                   About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- is a law firm that provides a full
range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, and Latin America.  The firm has offices in New York,
Washington, DC, Los Angeles, Houston, Moscow, St. Petersburg,
Warsaw (through a Polish partnership), Kyiv, Almaty, Tashkent,
Beijing, and a multinational partnership, Chadbourne & Parke, in
London.


* Jonathan Wry Joins Bracewell & Giulianin in New York
------------------------------------------------------
Bracewell & Giuliani LLP reported that Jonathan D. Wry, Esq.,
has joined the firm as a partner in its New York office, where
he will be a member of Bracewell's Finance practice group.

During Mr. Wry's career, his work has focused on corporate
transactions and the representation of M&A participants in
virtually all capacities -- purchasers, sellers, lenders and
financial advisors.

Mr. Wry's clients include real estate investors, private
investment/equity firms, insurance companies, commercial banks,
and national and international retail and hospitality
chains.

"[Mr. Wry's] array of transaction experience is outstanding and
we're pleased to welcome him to our team," said New York Managing
Partner Daniel S. Connolly.

"Bracewell combines a sophisticated financing practice with a
remarkable culture," said [Mr. Wry], "I am delighted to be
joining the Bracewell team."

                    About Bracewell & Giuliani

Headquartered in New York, Bracewell & Giuliani LLP --
http://www.bgllp.com/--is among the world's most prominent
law firms with 400 lawyers in New York, Connecticut, Texas,
Washington, D.C., Dubai, Kazakhstan and London, we are well
positioned to serve clients concentrated in the energy and
financial services sectors worldwide.

In 2005, former New York City Mayor, Rudolph W. Giuliani,
joined the firm as a senior partner.  Mr. Giuliani's international
reputation for leadership and problem solving is a unique asset
for the firm's clients, which include Fortune 500 companies,
major financial institutions, leading private investment funds,
governmental entities and individuals.


* BOOK REVIEW: Financial Planning for High Net Worth Individuals
              (Executive Series)
----------------------------------------------------------------
Authors:    Richard H. Mayer and Donald R. Levy

Publisher:  Beard Books

Paperback:  428 pages

List Price: $59.95

Order your personal copy at

http://amazon.com/exec/obidos/ASIN/1587982323/internetbankrupt

Financial Planning for High Net Worth Individuals by Richard H.
Mayer and Donald R. Levy is a comprehensive and authoritative
guide to the art and science of wealth management.

It is a source book that wealth management advisers can turn to
when looking for in-depth answers.

Collected here are the insights of expert advisers, presented in a
thoughtful and thorough manner on the vital aspects of financial
management.

This book is for high net worth individuals as well as for every
serious wealth management professional.

Richard H. Mayer, Chartered Life Underwriter, Registered
Investment Advisor.  Mr. Mayer has more than 40 years of
experience in the insurance industry where he specializes in
advising high net worth individuals and in developing executive
compensation plans.

Donald R. Levy, JD, MBA, is an attorney and benefits consultant.
Mr. Levy has authored or edited a number of books including the
Research Institute of America Answer Book, Executive Compensation
Treatise, 403(b) Answer Book, Guide to Cash Balance Plans, Quick
Reference Guide to IRAs, and the State-by-State Guide to Managed
Care Law.

                             *********

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 ***