TCR_Public/070806.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 6, 2007, Vol. 11, No. 184

                             Headlines

1031 TAX GROUP: Disclosure Statement Hearing Scheduled on Aug. 16
1031 TAX GROUP: Court OKs Greenberg Traurig as Committee's Counsel
A_SHADE_BETTER: Case Summary & 18 Largest Unsecured Creditors
ACCELLENT INC: Incurs $4.1 Million Net Loss in Second Qtr. 2007
ACCEPTANCE INSURANCE: Panel Hires StoneRidge as Fin'l Advisor

ACE SECURITIES: Fitch Junks Ratings on Three Certificate Classes
ADVANCED CELL: Inks $5 Million Merger Deal with Mytogen Inc.
ADVANCED MEDICAL: Posts $166 Mil. Net Loss in Second Quarter 2007
BISON BUILDING: Court Approves Wiley Rein as Trustee's Counsel
BUCKEYE TECHNOLOGIES: Earns $15.9 Million in Quarter Ended June 30

CALA CORPORATION: De Joya Griffith Raises Going Concern Doubt
CANARGO ENERGY: Sells Tethys Petroleum Stake for CDN$2.95/Share
CHEMED CORP: Earns $9.4 Million in Second Quarter Ended June 30
CIMAREX ENERGY: Earns $78.7 Million in Second Quarter 2007
CITADEL HILL: Notes Redemption Cues S&P to Withdraw Ratings

CLECO CORP: Earns $63.2 Million in Second Quarter 2007
CONNECTOR 2000: Possible Payment Default Cues S&P to Junk Rating
CREDIT BASED: Fitch Affirms BB Rating on $9.7MM Class B3 Certs.
CYBERCARE INC: Phoenix Balks at CyberCare's Disclosure Statement
DORAL FINANCIAL: 1-for-20 Reverse Split To Take Effect on Aug. 17

DRESSER-RAND: Earns $26.2 Million in Second Quarter of 2007
EASTMAN KODAK: Earns $592 Million in Quarter Ended June 30, 2007
EXHIBITION HALL: S&P Lifts Rating to BB, Outlook Now Positive
GO DEBT: S&P Lifts Rating to BB from B with Stable Outlook
GRAY TELEVISION: Paying $0.03/Share Dividend on Sept. 28

HOLLINGER INC: Initiates Changes to Sun-Times Board of Directors
HOLLINGER INC: To Pay $24.5 Million to Class Action Claimants
HUNTSMAN CORP: Holders Connected w/ MatlinPatterson Sell Shares
INDEPENDENCE TAX: March 31 Balance Sheet Upside-down by $5.8 Mil.
INTCOMEX INC: S&P Holds 'B' Corporate Credit Rating

INSIGHT HEALTH: S&P Junks Rating on $315MM Senior Secured Notes
INTERNATIONAL COAL: Closed Offering Cues S&P to Lift Rating to B-
ISLE OF CAPRI: Posts $14.6 Million in Fourth Qtr. Ended April 29
JP MORGAN: Fitch Junks Ratings on Two Certificate Classes
KARA HOMES: Judge Kaplan Approves Disclosure Statement

KARA HOMES: Plan Confirmation Hearing Scheduled for September 12
KIMBALL HILL: S&P Lowers Corporate Credit Rating to B+ from BB-
KRISPY KREME: S&P Assigns B- Credit Rating with Negative Outlook
LCM VII: Fitch Assigns BB Ratings on Classes E-1 and E-2 Notes
LEBARON DRYWALL: Taps Minkemann & Associates as Accountants

LIBERTY TAX: June 15 Balance Sheet Upside-Down by $26.6 Million
LINDA BRYANT: Voluntary Chapter 11 Case Summary
MASTEC INC: Earns $15.9 Million in Second Quarter Ended June 30
MEDIFACTS INT'L: Wants to Enter Into Lease Pact w/ James Campbell
MGM MIRAGE: Earns $360.2 Million in Second Quarter Ended June 30

MITEL(R) NETWORKS: $723MM Merger Gets Inter-Tel Shareholders' OK
MORGAN STANLEY: Fitch Takes Various Rating Actions on 100 Certs.
MORGAN STANLEY: Stable Performance Cues S&P to Hold Low-B Ratings
MYRTLECREST RESIDENTIAL: Voluntary Chapter 11 Case Summary
N-STAR REAL: Fitch Lifts Rating on $15 Mil. Class D Notes to BB+

NEW CENTURY: Fitch Lowers Rating on $15MM Class M-9 Certs. to BB
NORTEL NETWORKS: Posts $37 Million Net Loss in Qtr. Ended June 30
NORTHWEST AIRLINES: Inks Pact with ALPA on Contract Improvements
NORTHWEST SUBURBAN: Case Summary & 20 Largest Unsecured Creditors
OMNICARE INC: Earns $49.2 Million in Quarter Ended June 30

OSAGE EXPLORATION: Posts $257,453 Net Loss in Qtr. Ended June 30
OWNIT MORTGAGE: Disclosure Statement Hearing Scheduled on Sept. 9
PIEDMONT HAWTHORNE: DAE Deal Cues S&P to Withdraw Ratings
PAIVIS CORP: To Acquire Detroit Phone's Stake for Cash and Stock
POLY-PACIFIC: Completes $261,050 2nd Tranche of Private Placement

PRIMEDIA INC: S&P Lifts Rating to BB- and Removes Negative Watch
QUANTUM CORP: Posts $22.6 Million Net Loss in Qtr. Ended June 30
REABLE THERAPEUTICS: Inks $2.75/Share Merger Pact With Iomed Inc.
RESMAE MORTGAGE: Fitch Lowers Ratings on Six Certificate Classes
RICHARD PIECHOWSKI: Case Summary & 19 Largest Unsecured Creditors

RITE AID: July 2007 Total Drugstore Sales Reach $2 Billion
ROGNES CORP: Case Summary & 23 Largest Unsecured Creditors
SHERWOOD MANOR: Case Summary & 18 Largest Unsecured Creditors
SIMON GROUP: Case Summary & 20 Largest Unsecured Creditors
SONIC CORP: Board Approves Additional $75 Million Stock Repurchase

STANDARD AERO: DAE Aviation Deal Cues S&P to Withdraw Ratings
STEWART & STEVENSON: S&P Junks Rating on $150 Mil. Senior Notes
SUPERVALU INC: Fitch Affirms BB- Issuer Default Rating
TECUMSEH PRODUCTS: Names Edwin L. Buker as Chief Executive Officer
TENFOLD CORP: Incurs $1.2 Million Net Loss in Qtr. Ended June 30

TEST CENTER: Prometric Deal Cues S&P's BB- Credit Rating
TRAVELSTAR INC: March 31 Balance Sheet Upside-Down by $3.9 Million
TRUMP ENTERTAINMENT: Names Mark Juliano as Chief Executive Officer
USEC INC: Posts $13.4 Million Net Loss in Quarter Ended June 30
VALEANT PHARMACEUTICALS: Earns $16.8 Mil. In Second Qtr. 2007

VYTERIS INC: Names Anthony Cherichella as Chief Financial Officer
WELLCARE HEALTH: Earns $54.6 Million in Second Quarter 2007

* Fitch Takes Rating Actions on Various Transactions
* King & Spalding Adds Henry Kaim as Parnter at Houston Branch

* BOND PRICING: For the Week of July 30 - August 4, 2007

                             *********

1031 TAX GROUP: Disclosure Statement Hearing Scheduled on Aug. 16
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York will convene a hearing on Aug. 16, 2007, at 2:00 p.m.,
to consider the adequacy of 1031 Tax Group LLC and its debtor-
affiliates' Joint Disclosure Statement explaining their Joint
Chapter 11 Plan of Reorganization.

Objections to the Debtors' Disclosure Statement are due Aug. 13,
2007.

Under the Plan, the net proceeds of the Debtors' assets, together
with additional funding by the Okun Entities, are being pooled and
distributed to the Debtors' creditors.

                        Treatment of Claims

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

Each holder of General Unsecured Claim, totaling $162,200,000,
will receive:

   a. one or more distributions in cash or other consideration on
      account of its pro rata share; and

   b. pro rata share of the beneficial interest in the liquidating
      trust and distributable proceeds from the liquidating trust
      assets.

Holders of Okun Plan Claims will receive no distribution under the  
Plan.  The Debtors tell the Court that the holders agreed to waive
and release the claims.  Edward H. Okun is the sole member of The
1031 Tax Group LLC.

Also, holders of Intercompany and Equity Interests Claims will not
receive a distribution or retain any property under the Plan.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group   
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Norman N. Kinel, Esq., and Steven E. Fox, Esq., at
Dreier, LLP, represents the Debtors in their restructuring
efforts.  David Y. Wolnerman, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed estimated assets and debts of over $100 million.


1031 TAX GROUP: Court OKs Greenberg Traurig as Committee's Counsel
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave the Official Committee of Unsecured Creditors in
1031 Tax Group LLC and its debtor-affiliates' bankruptcy cases
permission to employ Greenberg Traurig LLP as its cousnel.

The firm is expected to:

   a. consult with the Committee as well as the Debtors, their
      professionals or other representatives concerning the
      administration of these cases;

   b. prepare and reviewing pleadings, motions and correspondence;

   c. appearing at the being involved in proceedings before this
      Court and other courts;

   d. provide legal counsel to the Committee in its investigation
      of the acts, conduct, assets, liabilities, and financial
      condition of the Debtors, the operation of the Debtors'
      businesses, and any other matters relevant to these cases;

   e. analyze any proposed use of cash collateral or DIP
      financing;

   f. advise the Committee with respect to its rights, duties and
      powers in these cases;

   g. assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiating with the creditors;

   h. assisting the Committee in its analysis of and negotiations
      with the Debtors or any third party concerning matters
      related to, among other things, the terms of a sale, plan of
      reorganization or other conclusion of these cases;

   i. assist and advise the Committee as to its communications to
      the general creditor body regarding significant matters in
      these cases;

   j. assist the Committee in determining a course of action that
      best serves the interest of the unsecured creditors;

   k. investigate the acts and conduct of the Debtors' officers,
      directors, insiders and affiliates and instituting any legal
      proceedings; and

   l. perform other legal services as may be required under the
      circumstances of these cases and ared deemed to tbe in the
      interest of the Committee in accordance with the Committee's
      powers and duties as set forth in the Bankruptcy Code.


The firm's professionals and their compensation rates are:

   Designation                  Hourly Rate
   -----------                  -----------
   Shareholders                 $300-$900
   Associates                   $170-$490
   Paralegals                   $65-$350

   Professional                 Designation    Hourly Rate
   ------------                 -----------    -----------
   Steven Mastbaum , Esq.       Shareholder       $730
   Thomas J. Weber, Esq.        Shareholder       $710
   Melanie L. Cyganowski, Esq.  Shareholder       $650
   Allen G. Kadish, Esq.        Shareholder       $650
   David Y. Wolnerman, Esq.      Associate        $395
   Gino G. Tonetti, Esq.         Associate        $295
   Angela Chua                   Paralegal        $185

Melanie L. Cyganowski, Esq., assures the Court that his firm does
not hold any interest adverse to the Debtors' estate and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Ms. Cyganowski can be reached at:

   Melanie L. Cyganowski, Esq.
   Greenberg Traurig LLP
   200 Park Avenue
   New York, New York 10166
   Tel: (212) 801-9200

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group  
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462). Norman N. Kinel, Esq., and Steven E. Fox, Esq., at
Dreier, LLP, represents the Debtors in their restructuring
efforts.  David Y. Wolnerman, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed estimated assets and debts of over $100 million.


A_SHADE_BETTER: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A Shade Better Painting, Inc.
        655 East King Street
        Meridian, ID 83642

Bankruptcy Case No.: 07-01196

Type of business: The Debtor provides painting services.  See
                  http://www.ashadebetterpainting-2.com

Chapter 11 Petition Date: August 1, 2007

Court: District of Idaho (Boise)

Debtor's Counsel: D. Blair Clark, Esq.
                  Ringert Clark, Chartered
                  P.O. Box 2773
                  Boise, ID 83701-2773
                  Tel: (208) 342-4591
                  Fax: (208) 342-4657

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of the Cascades           business line of          $400,000
Credit Services                credit
1125 Northwest Bond Street
Bend, OR 97701

Internal Revenue Services      941 taxes                 $130,000
P.O. Box 802502
Cincinnati, OH 45280

K.W.A.L.                       business expense           $73,000
8515 Westpark Street
Boise, ID 83704

Columbia                       business expense           $68,500

Wells Fargo                    2006 Suzuki                $25,043
                               Forenza; value of
                               security:
                               $10,500

Bank of America Business       credit card                $24,939
                               purchase

U.S. Bank                      credit card                $20,587
                               purchases

Citibank                       credit card                $19,843
                               purchases

Ollie Palmer                   business expense           $19,000

Kelly Moore Paint              business expense:          $16,500
                               painting supplies, etc.

Bank of the Cascades           credit card                $12,765
Tampa, FL                      purchases

Angstman, Johnson &            attorney fees               $7,530
Association

Hallmark General Agency        business insurance          $7,343

Olsen & Co. CPAs               accounting expense          $4,792

Idaho State Tax Commission     business taxes; tax         $4,514
                               lien on building

Sinclair Oil Corporation       business expense            $3,108

Sprint                         business expense            $2,716
                               -cell phones

Idaho Fleet Service            business expense            $2,370
                               -repairs


ACCELLENT INC: Incurs $4.1 Million Net Loss in Second Qtr. 2007
---------------------------------------------------------------
Accellent Inc. disclosed that for the second quarter ended
June 30, 2007, net loss was $4.1 million, compared to net income
of $2.2 million in the corresponding period of 2006.  The decrease
in net income was primarily a result of reduced gross margin due
to lower sales volumes, less favorable product mix and higher
manufacturing costs.

For the second quarter of 2007, net sales decreased 4.5% to $119.1
million, compared with $124.7 million in the corresponding period
of 2006.  The previously disclosed ramp-down of a specific product
line reduced sales about 3.4%, and challenging orthopaedic end
market conditions reduced sales about 3.4%.  These decreases were
partially offset by increased net sales from certain endoscopy
customers.  Net sales improved sequentially by 6.8% during the
second quarter of 2007 compared to the first quarter of 2007.

The second quarter 2007 net loss includes a non-cash charge for
impairment of goodwill and other intangible assets of $1.3 million
to adjust the impairment charge taken in the first quarter of 2007
to the final determined amount and a non-cash charge of $600,000
for stock-based compensation to non-employees.  These charges were
more than offset by a $2.9 million credit for employee stock-based
compensation and a $1.3 million deferred tax credit recorded in
connection with our impairment charge.  Net income for the second
quarter of 2006 included a charge for employee stock-based
compensation of $1.5 million, and a non-cash gain on interest rate
hedging instruments of $2.6 million.

                        First Half Results

Net sales decreased 6.4% to $230.6 million in the first six months
of 2007, compared with $246.4 million in the first half of 2006.  
The previously disclosed ramp-down of a specific product line
reduced sales approximately 4.2%, and challenging orthopaedic end
market conditions reduced sales by about 3.8%.  These decreases
were partially offset by increased net sales from certain
endoscopy customers.

The net loss for the first half of 2007 was $89.8 million compared
to a net loss in the corresponding period of 2006 of $4.4 million.  
The 2007 net loss includes a non-cash charge for impairment of
goodwill and other intangible assets of $82.3 million incurred as
a result of reduced growth expectations in the orthopaedic
business and $1 million of non-employee stock-based compensation.
These non-cash charges were partially offset by a credit for
employee stock-based compensation of $4.8 million and a
$1.3 million deferred tax credit recorded in connection with the
company's impairment charge.  The 2006 net income included non-
cash inventory step-up charges of $6.4 million related to the 2005
acquisition of the Company by Kohlberg Kravis Roberts & Co. L.P.
and Bain Capital, a $6.1 million gain on derivative instruments
and employee stock-based compensation charges of $3.3 million.

As of June 30, 2007, the company had $1.3 billion in total assets,
$804.3 million in total liabilities, and $497.8 million in total
stockholders' equity.  The company held $8.4 million in cash and
cash equivalents at June 30, 2007.

                       About Accellent Inc.

Accellent Inc. -- http://www.accellent.com/-- provides fully
integrated outsourced manufacturing and engineering services to
the medical device industry in the cardiology, endoscopy and
orthopaedic markets.  Accellent has broad capabilities in design &
engineering services, precision component fabrication, finished
device assembly and complete supply chain management.  These
capabilities enhance customers' speed to market and return on
investment by allowing companies to refocus internal resources
more efficiently.

                           *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Accellent Inc. to 'B' from 'B+'; the outlook is stable.


ACCEPTANCE INSURANCE: Panel Hires StoneRidge as Fin'l Advisor
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Nebraska
gave the Official Committee of Unsecured Creditors in Acceptance
Insurance Companies Inc.'s Chapter 11 bankruptcy case, authority
to employ StoneRidge Advisors LLC as its financial advisor.

Robert J. Blothe, Esq., the Committee's counsel, said that the
Committee selected the firm because of its investment banking
experience and excellent reputation in providing financial
advisory and investment banking services to the insurance
industry.

As the Committee's financial advisor, the firm is expected to:

   a) assist Debtor in the preparation of a confidential
      information memorandum which will be distributed by

      StoneRidge on behalf of Debtor to prospective purchasers
      which StoneRidge believes in good faith to be financially
      qualified and potentially interested in participating in a
      Transaction. This document will include a discussion of
      Debtor's operations, management, historical financial
      results, projected financial results, and any other relevant
      matter.

   b) familiarize itself to the extent it deems appropriate
      and feasible with the business, operations, properties,
      financial condition, and prospects of Debtor, in the
      course of the preparation of the Confidential Information
      Memorandum;

   c) identify and screen prospective purchasers;

   d) contact each prospective purchaser approved by the Committee
      and Debtor;

   e) schedule visits of any interested prospective purchasers to
      meet with Debtor, and assist the Committee and Debtor in
      responding to their due diligence requests. Additionally,
      StoneRidge will assist management in preparing a
      presentation to be delivered by Debtor management to
      each of the prospective purchasers that visit Debtor; and

  f) assist the Committee and Debtor in evaluating each proposal
     made by the prospective purchasers to assess the relative
     advantages and disadvantages of each proposal.

The Committee disclosed that the firm received $75,000 financial
advisory fee.

Jeffrey A. Poorman, the firm's managing director, assures the
Court that his firm does not hold any interest adverse to the
Debtor's estate and is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Poorman Can be reached at:

   Jeffrey A. Poorman
   Managing Director
   StoneRidge Advisors LLC
   200 West Monroe Street, 18th Floor
   Chicago, Illinois 60606
   Tel: (212) 626-6797
   Fax: (212) 626-6799
   http://stoneridgeadvisors.com/

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies Inc. -- http://www.aicins.com/-- owns, either directly  
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.

The company filed for chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059). The Debtor's affiliates --
Acceptance Insurance Services Inc. and American Agrisurance Inc.
-- filed separate chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on Jan. 7, 2005. John J. Jolley, Esq.,

at Kutak Rock LLP, represents the Debtor in its restructuring
efforts. No Official Committee of Unsecured Creditors has been
appointed to date on this case. When the Debtor filed for
protection from its creditors, it listed $33,069,446 in total
assets and $137,120,541 in total debts. The Debtors' exclusive
period to file a plan expires on Aug. 9, 2007.


ACE SECURITIES: Fitch Junks Ratings on Three Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on ACE Securities
mortgage pass-through certificates.  Affirmations total
$2.7 billion and downgrades total $491.7 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with these rating actions as:

ACE Securities, series 2005-HE6:

  -- $585.3 million class A affirmed at 'AAA' (BL: 52.40, LCR:
     2.36);

  -- $59.8 million class M-1 affirmed at 'AA+' (BL: 42.58, LCR:
     1.92);

  -- $55.1 million class M-2 affirmed at 'AA' (BL: 36.70, LCR:
     1.65);

  -- $37.3 million class M-3 downgraded to 'A-' from 'AA-' (BL:
     32.70, LCR: 1.47);

  -- $26.4 million class M-4 downgraded to 'BBB+' from 'AA-' (BL:
     29.84, LCR: 1.34);

  -- $27.2 million class M-5 downgraded to 'BBB' from 'A+' (BL:
     26.88, LCR: 1.21);

  -- $23.3 million class M-6 downgraded to 'BB+' from 'A' (BL:
     24.30, LCR: 1.09);

  -- $24.1 million class M-7 downgraded to 'BB' from 'A-' (BL:
     21.54, LCR: 0.97);

  -- $17.9 million class M-8 downgraded to 'B+' from 'BBB+' (BL:
     19.49, LCR: 0.88);

  -- $17.9 million class M-9 downgraded to 'B' from 'BBB' (BL:
     17.38, LCR: 0.78);

  -- $12.4 million class M-10 downgraded to 'CCC' from 'BBB-'
     (BL: 15.84, LCR: 0.71);

  -- $15.5 million class M-11 downgraded to 'CCC' from 'BB+' (BL:
     13.99, LCR: 0.63);

  -- $25.6 million class B-1 downgraded to 'CCC' from 'BB' (BL:
     10.80, LCR: 0.49).

Deal Summary

  -- Originators: (61% Fremont);
  -- 60+ day Delinquency: 22.29%;
  -- Realized Losses to date (% of original balance): 0.74%;
  -- Expected Remaining Losses (% of Current Balance): 22.21%;
  -- Cumulative Expected Losses (% of Original Balance): 14.38%.

ACE Securities, series 2006-HE1:

  -- $1.06 billion class A affirmed at 'AAA' (BL: 45.69, LCR:
     2.72);

  -- $101.4 million class M-1 affirmed at 'AA+' (BL: 36.24, LCR:
     2.16);

  -- $92.6 million class M-2 affirmed at 'AA+' (BL: 33.02, LCR:
     1.96);

  -- $57.1 million class M-3 affirmed at 'AA' (BL: 30.22, LCR:
     1.80);

  -- $48.2 million class M-4 affirmed at 'AA' (BL: 27.32, LCR:
     1.63);

  -- $45.6 million class M-5 downgraded to 'A-' from 'AA-' (BL:
     24.58, LCR: 1.46);

  -- $41.8 million class M-6 downgraded to 'BBB+' from 'A+' (BL:
     22.02, LCR: 1.31);

  -- $40.6 million class M-7 downgraded to 'BBB-' from 'A' (BL:
     19.49, LCR: 1.16);

  -- $36.8 million class M-8 downgraded to 'BB+' from 'A-' (BL:
     17.25, LCR: 1.03);

  -- $26.6 million class M-9 downgraded to 'BB-' from 'BBB+' (BL:
     15.66, LCR: 0.93);

  -- $31.7 million class M-10 downgraded to 'B+' from 'BBB' (BL:
     14.16, LCR: 0.84).

Deal Summary

  -- Originators: (77% Fremont) ;
  -- 60+ day Delinquency: 22.48%;
  -- Realized Losses to date (% of original balance): 0.98%;
  -- Expected Remaining Losses (% of Current Balance): 16.81%;
  -- Cumulative Expected Losses (% of Original Balance): 11.97%.

ACE Securities, series 2006-HE2:

  -- $441.7 million class A affirmed at 'AAA' (BL: 44.15, LCR:
     2.98);

  -- $38.1 million class M-1 affirmed at 'AA+' (BL: 33.97, LCR:
     2.29);

  -- $34.8 million class M-2 affirmed at 'AA' (BL: 31.32, LCR:
     2.12);

  -- $20.7 million class M-3 affirmed at 'AA-' (BL: 29.09, LCR:
     1.97);

  -- $17.4 million class M-4 affirmed at 'A+' (BL: 26.67, LCR:
     1.80);

  -- $16.9 million class M-5 affirmed at 'A' (BL: 24.12, LCR:
     1.63);

  -- $16.4 million class M-6 affirmed at 'A-' (BL: 21.60, LCR:
     1.46);

  -- $14.6 million class M-7 affirmed at 'BBB+' (BL: 19.31, LCR:
     1.30);

  -- $13.6 million class M-8 downgraded to 'BBB-' from 'BBB' (BL:
     17.20, LCR: 1.16);

  -- $9.4 million class M-9 downgraded to 'BB+' from 'BBB-' (BL:
     15.63, LCR: 1.06);

  -- $8.5 million class M-10 downgraded to 'BB' from 'BB+' (BL:
     14.09, LCR: 0.95);

  -- $9.4 million class M-11 downgraded to 'B+' from 'BB' (BL:
     12.65, LCR: 0.85).

Deal Summary

  -- Originators: (35% Ameriquest) ;
  -- 60+ day Delinquency: 21.22%;
  -- Realized Losses to date (% of original balance): 0.43%;
  -- Expected Remaining Losses (% of Current Balance): 14.80%;
  -- Cumulative Expected Losses (% of Original Balance): 10.88%.

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

  -- Class M9 (from series 2006-HE1);
  -- Class M10 (from series 2006-HE1);
  -- Class M11 (from series 2006-HE2).


ADVANCED CELL: Inks $5 Million Merger Deal with Mytogen Inc.
------------------------------------------------------------
Advanced Cell Technology Inc. has entered into a definitive merger
agreement to acquire all of the outstanding capital stock of
Mytogen Inc.  The merger agreement provides for an aggregate
purchase price of $5 million payable in ACTC common stock plus the
assumption of certain Mytogen liabilities.  

Mytogen shareholders will also receive a warrant to purchase an
additional 1.5 million shares of ACTC common stock at $0.75
subject to the achievement of certain milestones.

In May 2007, the company had entered into a letter of intent to
acquire Mytogen Inc. and its Myoblast Program for the
treatment of heart failure.

With the definitive merger agreement approved and executed by both
parties, ACT and Mytogen will move quickly to close the
transaction, which is signed subject to certain closing
conditions.  

Mytogen brings to the company over ten years of experience in
clinical trial and FDA experience in developing and advancing
cellular therapies including the area of stem cells.  Mytogen has
completed Phase I human clinical trials utilizing the myoblast
therapy safely in over forty patients.  The FDA has reviewed the
"end-of-Phase I" data and allowed Mytogen to proceed with a Phase
II human clinical trial.  Upon closing the acquisition, Advanced
Cell Technology plans to begin the Phase II human clinical trial
for the treatment of heart failure in approximately 160 patients.

If successful, the company expects to proceed with a pivotal Phase
III trial for the therapy.  The Myoblast Program may prove
beneficial for patients that have experienced a serious heart
attack and have a high risk of heart failure.  This stem cell
therapy involves transplantation of expanded autologous myoblasts
derived from a small biopsy of skeletal muscle from a patient's
leg.

The technology allows for the expansion of myoblasts into hundreds
of millions of cells over a period of two to three weeks.  The
resulting myoblasts are then transplanted back into the patient's
scarred heart tissue through the use of a catheter-based
procedure.  While the Phase I human clinical trials were focused
on the safety of the therapy, the clinical data from those trials
suggests that the myoblasts often improve function in the heart
and can lead to a significant increase in quality of life for the
patient.

"Advanced Cell Technology has always been on the cutting edge of
regenerative medicine and we are excited to join their team,"
Dr. Jonathan Dinsmore, president and chief scientific officer of
Mytogen Inc., noted.  "By merging with Advanced Cell, we can now
more rapidly move forward with our clinical trials and bring our
novel therapies to cardiac patients in need of treatment."

"We remain committed to the field of human embryonic stem cell
research and believe that the promise of the Myoblast Program
combined with the synergies with our Hemangioblast Program provide
a diverse technology platform in stem cell therapy focused on the
treatment of heart attack and heart failure, William M. Caldwell,
IV, chairman and CEO of Advanced Cell Technology remarked.  ''We
are excited about this merger and look forward to focusing our
efforts on commencing the Phase II clinical trials.  The signing
of this definitive agreement signals ACTC's transition from a
development stage to a clinical stage company."

                        About Mytogen Inc.

Based in Massachusetts, Mytogen Inc. – http://www.mytogen.com/--  
is a privately held biotech company developing cell-therapy
products.  Mytogen's initial program focuses on using myoblasts -
stem cells that form muscle - to treat patients with congestive
heart failure, a progressive deterioration of the heart muscle.  
The company is a consolidation of experts, in the areas of
clinical manufacturing of biologics, cell transplantation, and
stem cell biology, exploiting intellectual property assets
acquired from Genvec and Diacrin, Inc.

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a  
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

                           *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, raised
substantial doubt about the ability of Advanced Cell Technology
Inc. to continue as a going concern after auditing the company's
financial statements as of Dec. 31, 2006.  The auditing firm
pointed to the company's minimal sources of revenue, substantial
losses, substantial monetary liabilities in excess of monetary
assets and accumulated deficits as of Dec. 31, 2006.


ADVANCED MEDICAL: Posts $166 Mil. Net Loss in Second Quarter 2007
-----------------------------------------------------------------
Advanced Medical Optics Inc. reported financial results for the
second quarter of 2007.

AMO reported a second-quarter net loss under Generally Accepted
Accounting Principles of $166.8 million, which included the impact
of the recall.  

These results also included:

   * $85.4 million pre-tax, non-cash in-process research and
     development charge and a $7.7 million pre-tax, non-cash
     inventory step-up to fair value charge related to the
     IntraLase acquisition.

   * approximately $14.5 million in pre-tax transaction-related
     charges.

   * $1.2 million in a pre-tax, non-cash deferred financing cost
     write-off related to the IntraLase acquisition financing and
     a gain on derivative instruments.

   * $9.8 million unfavorable tax impact associated primarily with
     acquisition-related items.

In the same period last year, AMO reported a GAAP net loss of
$2.7 million.  

The company's second-quarter 2007 net sales rose 1.7% to
$261.4 million.  The sales increases related to the April 2007
acquisition of IntraLase Corp. and organic growth were offset by
lost sales and product returns related to the May 2007
MoisturePlus recall.  Foreign currency impacts increased net sales
by 1.7%.

''In the second quarter, we moved aggressively to integrate
IntraLase,” Jim Mazzo, AMO chairman, president and chief executive
officer, said.  ''Our Advanced CustomVue(R) technology and
IntraLase(R) FS laser drove laser vision correction sales to new
highs, demonstrating the strategic value of this combination.  In
addition, our portfolio of refractive implants delivered double-
digit growth on a sequential and year-over-year basis and helped
fuel an 8 percent rise in intraocular lens sales.  Furthermore,
our eye care business moved quickly and responsibly to execute a
global recall, and developed a comprehensive plan to re-enter the
multipurpose contact lens care market ahead of schedule.”

AMO estimated that the recall reduced eye care sales by
approximately $54 million, including approximately $31 million in
returns and an estimated $23 million in lost sales.  As a result
of the sales returns, the company reported negative multipurpose
sales of $7.8 million.  The company incurred recall-related costs
of approximately $27 million, which were recognized in cost of
sales and SG&A expense.

Gross profit decreased 22.3% to $127.9 million, including a
$7.7 million non-cash inventory step-up to fair value charge
related to the IntraLase acquisition.  Gross profit was also
impacted by approximately $50.9 million in returns and costs and
an estimated $15.9 million related to lost sales associated with
the recall.

R&D expense rose 24.8% to $20.7 million, or approximately 7.9% of
sales, compared to 6.4 percent in the second quarter of 2006.  The
increase was due primarily to the addition of IntraLase and
WaveFront Sciences Inc.

                   Six-Month Financial Results

Net sales for the first six months of 2007 rose 3.6% to $513.1
million, including a 2.1% increase related to foreign currency
fluctuations.  The rise reflects the addition of the IntraLase and
WaveFront Sciences acquisitions and organic growth, which were
largely offset by estimated recall-related lost sales and returns.

The company reported a GAAP net loss for the first six months of
2007 of $154.7 million.  The per-share loss was increased by $2.02
due to an $87 million charge for in-process R&D, approximately
$22.2 million in transaction-related charges, a $1.3 million
deferred financing cost write-off, a $300,000 loss on derivative
instruments and a $9.7 million unfavorable tax impact associated
primarily with acquisition-related items.

                   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.

                         *     *     *

As reported in the Troubled Company Reporter on July 9, 2007,
Moody's Investors Service maintains Advanced Medical Optics, Inc.
ratings on review for possible downgrade following AMO's
announcement of its offer for Bausch & Lomb, Inc. for $75 per
common share in a combination of $45 in cash and $30 in AMO common
stock.

These ratings remain on review for possible downgrade: B1
Corporate Family Rating; B1 Probability of Default Rating; Ba1
(LGD2/14%) rating on $300 million senior secured revolver due
2013; Ba1 (LGD2/14%) rating on $450 million senior secured term
loan B due 2014; B1 (LGD4/50%) rating on $250 million senior
subordinated notes due 2017; and B3 (LGD5/81%) rating on
$251 million convertible senior subordinated notes due 2024.


BISON BUILDING: Court Approves Wiley Rein as Trustee's Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia gave H. Jason Gold, the Chapter 7 Trustee for Bison
Building Company LLC's bankruptcy case, permission to employ Wiley
Rein LLP as his counsel.

The firm is expected to:

   a. advise and consult the Trustee concering matters related to
      administration of the estate and concerning the Trustee's
      rights and remedies with regard to the estate's assets and
      the claim of creditors and other in interest;

   b. appear for, prosecute, defend, and represent the Trustee's
      interest in suits arising in or related to the Debtor's
      case;

   c. investigate and prosecute preference ando ther actions
      arising under the Trustee's avoidance powers;

   d. assist in the preparation of the pleadings as are required
      for the orderly administration of this state; and

   f. assist in other legal matters as the Trustee may require.

The Trustee did not disclose the firm's compensation rates for
this engagement.

To the best of the Trustee's knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Based in Springfield, Virginia, Bison Building Company LLC --
http://www.bisonbuildingcompany.com/-- is a custom home-builder.
The company filed for chapter 11 protection on Nov. 17, 2006
(Bankr. E.D. Va. Case No. 06-11534).  Darrell William Clark, Esq.,
at Stinson Morrison Hecker, LLP, represents the Debtor in its
restructuring efforts.  Bradford F. Englander, Esq., at Linowes
and Blocher LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from its
creditors, it listed total assets of $9,943,454, and total
liabilities of $12,367,901.


BUCKEYE TECHNOLOGIES: Earns $15.9 Million in Quarter Ended June 30
------------------------------------------------------------------
Buckeye Technologies Inc. announced on Wednesday that it earned  
$15.9 million after tax in the quarter ended June 30, 2007.  The
company's results included a $2.0 million pre-tax benefit from a
water conservation partnership payment, a $2.1 million pre-tax
benefit from reversal of accrued interest related to cancellation
of a contingent note owed to Stac-Pac Technologies Inc., and a
$3.3 million tax benefit from adjustments relating to federal and
state valuation allowances and credits.

During the same quarter of the prior year the company earned
$1.2 million after tax which included an $800,000 tax benefit  
related to a reduction in Canadian federal and provincial tax
rates and restructuring and impairment expenses of $500,000 after
tax primarily associated with equipment sales at the closed
operations in Lumberton, North Carolina and Glueckstadt, Germany.

During the 2007 fiscal year, the company earned $30.1 million
after tax which included the benefit of the $5.7 million after tax
discussed above and restructuring charges of $800,000 after tax.
This compares to fiscal year 2006 earnings of $2.0 million after
tax, including restructuring and impairment expenses of
$3.6 million after tax.

Net sales for the April-June quarter were $200 million, 3.5% above
the $193 million achieved in the same quarter of the prior year.
Net sales for fiscal year 2007 were $769 million, 5.6% above the
$728 million achieved in the prior year.

Chairman and chief executive officer John B. Crowe said, "We are
pleased with the improved results, both for the quarter and fiscal
year.  We credit the improved earnings to strong demand across all
of our businesses and to the combination of higher prices, better
mix and cost reductions.  Reduced costs and higher volumes at our
Americana plant also contributed to improved earnings, both for
the quarter and total year.  Our Nonwoven materials segment sales
and earnings were strong for the total year, but even though sales
were higher, operating income for the quarter was down compared to
the January - March quarter due to higher corporate SRA
allocations and special maintenance items.  We continue to
generate strong cash flow and we lowered our debt during the year
by $76 million (from $521 million to $445 million), which includes
the cancellation of the $5.0 million Stac-Pac note."

At June 30, 2007, the company's consolidated balance sheet showed
$951.8 million in total assets, $604.7 million in total
liabilities, and $347.1 million in total stockholders' equity.

                   About Buckeye Technologies

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

                        *     *     *

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


CALA CORPORATION: De Joya Griffith Raises Going Concern Doubt
-----------------------------------------------------------
Henderson, Nev.-based De Joya Griffith & Company LLC expressed
substantial doubt about Cala Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses, negative cash flow from
operations and net working capital deficit.

The company posted a $904,233 net loss on $34,176 of total
revenues for the year ended Dec. 31, 2006, as compared with a
$798,862 net loss on zero revenue in the prior year.

At Dec. 31, 2006, the company's balance sheet showed $1,172,479 in
total assets, $730,746 in total liabilities and $441,733 in
stockholders' equity.  The company reported strained liquidity in
its Dec. 31, 2006, balance sheet with $36,099 in total current
assets and $150,126 in total current liabilities, resulting in a
$114,027 working capital deficit.

A full-text copy of the company’s 2006 annual report is available
for free at http://ResearchArchives.com/t/s?2212

                      About Cala Corporation

Headquartered in Titusville, Fla. Cala Corp. (Other OTC: CCAA) --
http://www.undersearesort.com/-- operates two restaurants, Forli  
Restaurant and Mangia Italia, which primarily offer Italian food
in California.  It also develops an undersea resort and residence
project.  The company, formerly known as Magnolia Foods, Inc., was
incorporated in 1985.


CANARGO ENERGY: Sells Tethys Petroleum Stake for CDN$2.95/Share
---------------------------------------------------------------
CanArgo Energy Corporation sold its entire shareholding of
8,000,000 shares in Tethys Petroleum Limited.  The shares of
Tethys Petroleum were sold in brokered transactions beginning
July 31, 2007.  The shares represent 17.7% of the shares of Tethys
Petroleum outstanding shares.

The shares will be offered for sale at prices not less than
CDN$2.95.  The gross proceeds of the sale, before commission and
expenses, amounts to CDN$23.6 million.  The settlement date is
Aug. 3, 2007.  

Net proceeds received from the sale of these shares will be used
by CanArgo to repay a portion of its existing debt under its
outstanding senior secured notes due July 25, 2009, and to the
extent of any excess net proceeds, its outstanding senior
subordinated convertible guaranteed notes due Sept. 1, 2009.

Jennings Capital Inc. act as the sole placing agent or sole
participating organization for the sale.

                      About Tethys Petroleum

Tethys Petroleum Limited (TSX: TPL) –
http://www.tethyspetroleum.com/-- is focused on oil and gas  
exploration and production activities in Central Asia with
activities currently in the Republic of Kazakhstan and more
recently the Republic of Tajikistan.

                       About CanArgo Energy

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

                       Going Concern Doubt

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


CHEMED CORP: Earns $9.4 Million in Second Quarter Ended June 30
---------------------------------------------------------------
Chemed Corporation, which operates VITAS Healthcare Corporation,
reported net income of $9.4 million for the second quarter ended
June 30, 2007, as compared with net income of $12.8 million for
the second quarter ended June 30, 2006.

Revenue increased 9% to $271 million for the second quarter ended
June 30, 2007, over the comparable prior-year period.  The company
had revenue of $249.1 million for the second quarter ended
June 30, 2006.  

VITAS recorded net revenue of $186 million in the second quarter
of 2007, which was an increase of 8.3% over the prior-year period.
Net income from continuing operations for the second quarter was
$14.2 million, an increase of 16.9%.

Roto-Rooter's plumbing and drain cleaning business generated sales
of $86 million for the second quarter of 2007, 10.5% higher than
the $78 million reported in the comparable prior-year quarter. Net
income for the quarter was $10.7 million, an increase of 53% over
the prior year.

For the six months ended June 30, 2007, the company had
$25.7 million net income, as compared with $25 million net income
for the six months ended June 30, 2006.  Revenue for the six
months ended June 30, 2007, was $541.8 million, as compared with
revenue of $493 million for the six months ended June 30, 2006.

Balance sheet as of June 30, 2007, showed total assets of
$779.5 million, total liabilities of $454.9 million, and total
stockholders' equity of $324.7 million.

The company's June 30 balance sheet also showed strained liquidity
with total current assets of $145.1 million available to pay total
current liabilities of $148.1 million.

                        Guidance for 2007

VITAS is estimated to generate full-year revenue growth from
continuing operations, prior to Medicare Cap, of 9% to 11%.  This
range is a 100 basis point decrease from the previous guidance to
reflect the revenue mix shift to routine home care noted earlier.
Admissions are estimated to increase 4% to 6%, increased ADC of 8%
to 10% and adjusted EBITDA margins, prior to Medicare Cap, of
13.5% to 14.5%.  This guidance assumes the hospice industry
receives a full Medicare basket price increase of 3.3% in the
fourth quarter of 2007.  Full-year 2007 Medicare contractual
billing limitations are estimated at $2.5 million.

Roto-Rooter is estimated to generate an 8.5% to 9.5% increase in
revenue in 2007, job count growth between 0.5% and 1.5% and
adjusted EBITDA margin in the range of 19% to 20%.

Based upon these factors, an effective tax rate of 38.5% and an
average diluted share count for the second half of 2007 of
24.5 million, our estimate is that full-year 2007 earnings per
diluted share from continuing operations, excluding early
extinguishment of debt, expense for stock options and other long-
term incentive compensation, gain on sale of building, or any
other charges or credits not indicative of ongoing operations,
will be in the range of $3.10 to $3.20.

                        About Chemed Corp.

Based in Cincinnati, Ohio, Chemed Corp. (NYSE: CHE) --
http://www.chemed.com/-- fka Roto-Rooter Inc. operates two wholly   
owned subsidiaries: VITAS Healthcare and Roto-Rooter.  VITAS
provides end-of-life hospice care and Roto-Rooter provides
plumbing and drain cleaning services.

                          *     *     *

As reported in the Troubled company Reporter on March 29, 2007,
Standard & Poor's Rating Services revised its outlook on the
hospice and plumbing/drain-cleaning services provider Chemed Corp.
to positive, from stable, and affirmed its existing ratings on
Chemed, including the 'BB-' corporate credit rating.


CIMAREX ENERGY: Earns $78.7 Million in Second Quarter 2007
----------------------------------------------------------
Cimarex Energy Co. reported second-quarter 2007 net income of
$78.7 million.  This compares to second-quarter 2006 earnings of
$82.9 million.

Total revenue in the second quarter of 2007 were $342.1 million,
as compared with total revenue in the second quarter of 2006 of
$313.4 million.  Revenues from oil and gas sales in the second
quarter of 2007 were $325.8 million, up from $300.5 million in the
same period of 2006.  Second-quarter 2007 cash flow from
operations totaled $236.3 million versus $235.9 million in the
same period of 2006.

Second-quarter 2007 oil and gas production volumes averaged 442.6
million cubic feet equivalent per day (MMcfe/d) versus 447.9
MMcfe/d in the second quarter of 2006.  The latest quarter's
average daily production was comprised of 323.8 million cubic feet
of gas and 19,800 barrels of oil.  Second-quarter 2007 realized
gas prices increased 17% to $7.30 per thousand cubic feet (Mcf)
and oil prices decreased 6% to $61.51 per barrel.

For the six month period ended June 30, 2007, Cimarex reported net
income of $143.3 million, as compared to $193 million for the
first six months of 2006.  First-half 2007 cash flow from
operations totaled $451.7 million versus $463 million in the same
period of 2006.

Total revenue in the six month period ended June 30, 2007, was
$649 million, as compared with total revenue in the six month
period ended June 30, 2006, of $648.6 million.

As of June 30, 2007, the company had $5.1 billion in total assets,
$2 billion in total liabilities, and $3.1 billion in total
stockholders' equity.

                             Capital

Second-quarter 2007 exploration and development expenditures
totaled $236.9 million as compared to $281.7 million in the second
quarter of 2006.  In the second quarter of 2007 Cimarex drilled
115 gross wells, completing 89% as producers.  Exploration and
development capital investment for 2007 is projected to be
about $1 billion.

                          Property Sales

Second-quarter 2007 property sales totaled $21 million.  An
additional $11 million in sales are pending.  Total proved
reserves associated with the closed and pending property sales
approximates 9.8 billion cubic feet equivalent and related
production is 3.5 MMcfe/d.  The properties are located in South
Texas, North Dakota and California.

                         Share Repurchases

In December 2005, the Board of Directors authorized the repurchase
of up to four million shares of common stock.  Second-quarter 2007
repurchases totaled 197,300 shares at an average price of $40.47.
Cumulative purchases under the authorization through June 30, 2007
total 447,400 shares at an average price of $42.45.

                              Outlook

Including the impact of the asset sales, expected timing of Gulf
of Mexico well-hookups and net risked exploration drilling
potential, full-year 2007 production volumes are expected to
average between 445-455 MMcfe/d. Third-quarter 2007 production
volumes are also projected to average between 445-455 MMcfe/d.

                        About Cimarex Energy
      
Headquartered in Denver, Cimarex Energy Co. (NYSE:XEC) –-
http://www.cimarex.com/-- is an independent oil and gas     
exploration and production company with principal operations in  
the Mid-Continent, Gulf Coast, Permian Basin of West Texas and New
Mexico and Gulf of Mexico areas of the U.S.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2007,
Moody's assigned a 'B1' note rating to Cimarex Energy's pending
$300 million senior unsecured 10 year note offering.  At the same
time, Moody's affirmed XEC's existing 'Ba3' corporate family
rating, 'Ba3' Probability of Default Rating, and 'B1' senior
unsecured note rating.  Under Moody's Loss Given Default debt
notching methodology, the two note issues are rated 'B1' (LGD 5;
70%).


CITADEL HILL: Notes Redemption Cues S&P to Withdraw Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1L, A-2L, A-3L, B-1C, B-1L, and B-2L notes issued by
Citadel Hill 2000 Ltd., an arbitrage high-yield CLO transaction
managed by Citadel Hill Advisors.
     
The rating withdrawals follow the redemption of the notes pursuant
to section 9.1(a) of the indenture.  The redemption of the notes
took place on the July 30, 2007, payment date.
   

                       Ratings Withdrawn
   
                     Citadel Hill 2000 Ltd.

                      Rating                  Balance
                      ------                  -------
       Class     To          From       Current     Previous
       -----     --          ----       -------     --------
       A-1L      NR          AAA         $0.00    $68,686,000
       A-2L      NR          AAA         $0.00    $45,000,000
       A-3L      NR          A+          $0.00    $35,000,000
       B-1C      NR          BBB         $0.00     $7,500,000
       B-1L      NR          BBB         $0.00    $17,500,000
       B-2L      NR          BB-         $0.00    $15,000,000
        

                         NR — Not rated.


CLECO CORP: Earns $63.2 Million in Second Quarter 2007
------------------------------------------------------
Cleco Corp. reported 2007 second-quarter net income of
$63.2 million, up $40.4 million from the $22.8 million recorded in
the second quarter of 2006.  Second-quarter net income includes
$48.1 million from the sale of the allowed unsecured claims
against Calpine Energy Services L.P., and Calpine Corp.  The
claims related to two long-term tolling agreements CES held for
the output of the 1,160-megawatt Acadia power plant and Calpine's
guaranty of those agreements.

The company generated operating revenue of $261.5 million for the
three months ended June 30, 2007, as compared with operating
revenue of $251 million for the three months ended June 30, 2006.

Milder weather and higher expenses from a plant outage were the
primary contributors to the decrease at Cleco Power for the
quarter.  Excluding net proceeds from the CES claims, Cleco
Midstream's second quarter 2007 results were down primarily due to
the absence of the 2006 partial drawdown of the $15 million letter
of credit at Acadia and an increase in replacement power as a
result of an unplanned outage.

Cleco's results for the first six months of 2007 include net
income of $71.8 million, as compared with net income of
$35.4 million for the same period of 2006.

Operating revenue, net, for the first six months of 2007 were
$485.3 million, as compared with operating revenue, net, of
$474.4 million for the first six months of 2006.

On July 30, 2007, Cajun Gas Energy L.L.C., an affiliate of pooled
investment funds managed by King Street Capital Management,
L.L.C., emerged as the successful bidder for Calpine's 50%
ownership interest in the Acadia project.  Cajun's offer of
$189 million includes payments to Cleco of $85 million for the
agreed upon value of Cleco's priority distributions from Acadia,
plus a $2.9 million break-up fee, and reimbursement of expenses up
to $350,000.

As of June 30, 2007, the company's balance sheet showed total
assets of $2.6 billion, total liabilities of $1.7 billion, and
total stockholders' equity of $952.3 million.

"This completes the monetization of the value we built in the
Acadia tolling agreements.  Not only did we receive our
$85 million claim in Calpine's bankruptcy, but Cleco also will
receive an additional $85 million of proceeds from Cajun," Cleco
president and chief executive officer Michael Madison said.  "We
look forward to beginning work with Cajun very soon to develop a
common strategy that will continue to bring maximum value to the
Acadia project."

                         Strategic Update

Cleco Midstream

"The results of the Calpine bankruptcy process further validate
Cleco Midstream's risk management strategies. Both the Perryville
and Acadia projects faced weakened markets and bankrupt
counterparties, but in both cases, the terms we negotiated into
the tolling and partnership agreements enabled Cleco to extract
its investment from the bankruptcy processes and realize the value
we'd built," Madison said.

"On the Evangeline project, we are working with Williams and Bear
Stearns to complete the transfer of the project's tolling
agreement to Bear Stearns.  We expect the transfer to be complete
later this year.  The terms of the agreement will be unchanged,
but we anticipate an improvement in Evangeline's senior secured
debt rating due to the more favorable credit rating of Bear
Stearns," Madison said.

Cleco Power

"We are into our 16th month of construction on our Rodemacher 3
project, and progress continues to go well, with capital
expenditures, including AFUDC totaling $405 million since
inception.  Just as importantly, we recently celebrated one
million work hours without a lost time accident," Mr. Madison
said.

Although intended primarily for petroleum coke, Rodemacher 3
utilizes CFB or circulating fluidized boiler technology which has
the capability of using many types of fuels.  "This additional
flexibility is becoming more and more important given the current
regulatory environment," Mr. Madison said.  "While Congress has
not yet imposed a national renewable energy mandate, we at Cleco
are preparing for that eventuality.  Most recently we have entered
into a Cooperative Research and Development Agreement with the
U.S. Army Corps of Engineers Engineer Research and Development
Center to study the viability of geothermal power production in
Louisiana.  Other than biomass, geothermal power is the best
renewable opportunity that we see in Louisiana. We see future
renewable energy legislation as an opportunity to grow our
business as well as help the environment."

"Also looking to the future, during the second quarter we issued
the informational draft of our long-term RFP for up to
approximately 600 megawatts of intermediate and peaking capacity.  
We currently target selecting winning bids by third quarter of
2008," Mr. Madison continued.

"Preparation for the securitization of storm costs is still
continuing as planned. We expect to have the LPSC's financing
order by the third quarter, with securitization completed by the
end of the year.  That securitization will include storm costs
from 2005 as well as a $50 million dollar reserve for future storm
damage."

                             Guidance

"We are maintaining guidance at $1.20 to $1.30 per share for the
year, excluding the results of the Calpine bankruptcy process,"
Mr. Madison concluded.

Earnings estimates assume normal weather, 2007 capital
expenditures of about $440 million on the Rodemacher project, the
continuation of our current rate plan at Cleco Power, continued
performance by Evangeline's tolling counterparty, and certain
assumptions about Acadia's plant operations and market conditions.

                         About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. (NYSE:CNL) --
http://www.cleco.com/-- is a regional energy services holding
company that conducts substantially all of its business operations
through its two principal operating business segments, Cleco Power
LLC and Cleco Midstream Resources LLC.

Cleco Power is an integrated electric utility services subsidiary
which also engages in energy management activities.  Cleco
Midstream is a merchant energy subsidiary that owns and operates a
merchant generation station, invests in a joint venture that owns
and operates a merchant generation station, and owns and operates
transmission interconnection facilities.

                          *     *     *

As of May 24, 2007, Cleco Corp. carries a Ba2 Preferred Stock
rating which Moody's Investors Service assigned to the company in
March 2003.


CONNECTOR 2000: Possible Payment Default Cues S&P to Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Connector
2000 Association Inc., South Carolina's bonds to 'CCC' from 'B-',
based on the increased likelihood of a payment default by 2010,
absent a debt restructuring.  The outlook is stable.
     
The association currently has $66 million in series 1998A senior
current interest toll road revenue bonds and $144.8 million in
series 1998B senior capital appreciation toll road revenue bonds.  
Standard & Poor's does not rate the $80.5 million in series 1998C
subordinate capital appreciation toll road revenue bonds that also
financed the project.
     
The Southern Connector is a 16-mile, four-lane startup toll road,
opened in March 2001, extending from the intersection of I-85/185
to the intersection of I-385 in Greenville, South Carolina.  The
toll road provides the major east-west traffic flow in the
southern part of Greenville, which currently has no comparable
roads.
     
The rating reflects the continued failure of traffic and revenues
to reach projected levels and the use of the debt service reserve
account for debt service payments in fiscals 2003-2006, a practice
which is expected to accelerate beginning in fiscal 2008.  Toll
rates increased on Jan. 3, 2005, resulting in toll revenues
increasing 24.5% for the year compared with the previous fiscal
year; revenues increased an additional 9.0% in 2006.  However,
skepticism remains regarding the project's long-term ability to
pay timely principal and interest under the current back-ended
amortization schedule.  Current estimates provided by the
association assume that the senior debt service reserve fund will
be exhausted in 2009 if no restructuring occurs, with a payment
default occurring in 2010.
      
"In the absence of debt restructuring, this rating is intended to
remain in place until it is apparent that nonpayment of debt
service has occurred," said Standard & Poor's credit analyst Laura
Macdonald.
     
The project has been affected by substantially lower traffic
demand than expected in the initial feasibility study completed in
1997.  For the first six months of 2007, average daily
transactions were at 15,721, 10% higher than the same period last
year.  In general, traffic has steadily increased since operations
began on March 14, 2001, with average daily transactions growing
an average of 2% per month.  However, given the significantly
lower transaction base compared with the original forecasts, the
project--unless significant growth occurs--is likely to remain
troubled for the foreseeable future.
     
It is likely that the association will default on its debt service
obligations at some point, given the backloaded amortization
schedule and current low debt service coverage levels, and
assuming no dramatic improvement in traffic.  As a result, the
association has initiated internal financial restructuring
discussions in an effort to avoid any default and is also
preparing an updated traffic and revenue study.


CREDIT BASED: Fitch Affirms BB Rating on $9.7MM Class B3 Certs.
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Credit Based Asset
Servicing and Securitization LLC mortgage pass-through
certificates.  Affirmations total $1.16 billion.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

C-BASS 2006-CB8

  -- $349.6 million class A affirmed at 'AAA' (BL: 43.40, LCR:
     3.40);

  -- $22.3 million class M1 affirmed at 'AA+' (BL: 38.68, LCR:
     3.03);

  -- $30 million class M2 affirmed at 'AA+' (BL: 31.91, LCR:
     2.50);

  -- $11.4 million class M3 affirmed at 'AA' (BL: 30.21, LCR:
     2.37);

  -- $11.7 million class M4 affirmed at 'AA-' (BL: 27.94, LCR:
     2.19);

  -- $13.7 million class M5 affirmed at 'A+' (BL: 25.18, LCR:
     1.97);

  -- $8 million class M6 affirmed at 'A' (BL: 23.52, LCR: 1.84);

  -- $10.6 million class M7 affirmed at 'A-' (BL: 21.27, LCR:
     1.67);

  -- $2.9 million class M8 affirmed at 'BBB+' (BL: 20.63, LCR:
     1.62);

  -- $15.4 million class B1 affirmed at 'BBB' (BL: 17.20, LCR:
     1.35);

  -- $10.6 million class B2 affirmed at 'BBB-' (BL: 14.84, LCR:
     1.16);

  -- $9.7 million class B3 affirmed at 'BB' (BL: 12.88, LCR:
     1.01).

Deal Summary

  -- Originators: 29.26% Ameriquest Mortgage Company, 29.11%
     Ownit, 13.28% NC Capital Corp.

  -- 60+ day Delinquency: 11.05%;

  -- Realized Losses to date (% of original balance): 0.03%;

  -- Expected Remaining Losses (% of Current Balance): 12.75%;

  -- Cumulative Expected Losses (% of Original Balance): 11.49%.

C-BASS 2006-CB9
  -- $542.4 million class A affirmed at 'AAA' (BL: 32.33, LCR:
     3.09);

  -- $28.3 million class M1 affirmed at 'AA+' (BL: 27.95, LCR:
     2.67);

  -- $22.9 million class M2 affirmed at 'AA' (BL: 24.70, LCR:
     2.36);

  -- $13.8 million class M3 affirmed at 'AA-' (BL: 22.69, LCR:
     2.17);

  -- $11.8 million class M4 affirmed at 'A+' (BL: 20.92, LCR:
     2.00);

  -- $12.2 million class M5 affirmed at 'A' (BL: 19.04, LCR:
     1.82);

  -- $9.6 million class M6 affirmed at 'A-' (BL: 17.53, LCR:
     1.68);

  -- $9.2 million class M7 affirmed at 'BBB+' (BL: 16.00, LCR:
     1.53);

  -- $8.8 million class M8 affirmed at 'BBB' (BL: 14.40, LCR:
     1.38);

  -- $6.1 million class M9 affirmed at 'BBB-' (BL: 13.32, LCR:
     1.27).

Deal Summary

  -- Originators: 29.45% NC Capital Corp., 28.43% Ameriquest
     Mortgage Company, 24.16% OwnIt, 11.98% AIG Federal Savings
     Bank

  -- 60+ day Delinquency: 6.39%;
  
  -- Realized Losses to date (% of original balance): 0.01%;

  -- Expected Remaining Losses (% of Current Balance): 10.45%;

  -- Cumulative Expected Losses (% of Original Balance): 9.65%.


CYBERCARE INC: Phoenix Balks at CyberCare's Disclosure Statement
----------------------------------------------------------------
Phoenix Leasing Incorporated, a secured creditor, objects to the     
Second Amended Joint Disclosure Statement explaining CyberCare
Inc. and its debtor-affiliate, CyberCare Technologies Inc.'s
Chapter 11 Plan of Reorganization.

Phoenix Leasing points out that the Debtors' Amended Disclosure
Statement is defecient because the Debtors failed to provide:

   a. accurate information on their assets;

   b. sufficient information the value of the Technology
      business;

   c. sufficient financial information for creditors to evalute
      the proposed distribution of stock if the the Debtors'
      Plan is confirmed by the Court; and

   d. sufficient information with respect to the U.S. Sustainable
      Energy Corporation stock claims.

In addition, Phoenix Leasing tells the Court that the Debtors'
liquidation analysis provides inconsistent information with
respect to the liquidation value of the Debtors' assets.

                        Treatment of Claims

Under the Debtors' Plan, Administrative Claims will be paid in
full, in cash.

All Priority Claims will be paid on the distribution date.

To the extent possible holders of Tax Lien Claims remain upaid,
holders will be paid in full on the effective date.

Secured Claim of Cast-Crete, as DIP lender, will be paid through
the issuance of new stock of the Debtor, which will be contributed
by the DIP lender to the equity stock pool for distribution to the
holders.

Secured Claims of CC Fortune will be paid through the:

   a. transfer of CC Fortune of an 80% ownership interest
      in license of all Debtors rights to the technology and
      intellectual property; and

   b. issuance of new warrants to purchase additional shares
      of new CyberCare stock.

Holders of Secured Claims of Tang Entities, as well as Tang
Entities Unsecured Claims and Equity Interest, are subject to
compromise and agreement between the Debtors and holders.

These judgment lien creditors will receive the value of their
secure claims through the surrender of the tangible personal
property:  

   -- A. Razzak Tai, M.D.,
   -- Phoenix Leasing Inc.,
   -- Equilease Financial Services Inc.,
   -- International Business Machines Corp., and
   -- Rodger Hochman.

They also have the right to enforce the lein againts the property
in accordance with the priority of their lien.

Dr. Tai's claim will be treated as equity interest and will be
subordinated under Section 510 of the Bankrupcty Code.  Dr. Tai,
according to the Debtors, contends that his debt arose from the
Debtors' breach of contract in failing and refusing to pay the
purchase of his medical practice.

General Unsecured Claims against the Debtors will receive new
Debtors stock.

Unsecured Claim of Cast-Crete will be receive 100% shares of the
total new stock in the reorganized Debtors.

Holders of Intercompany Claims will not receive any distribution.

Holders of Equity Interest will receive a pro rata distribution
of new stock from the equity stock pool based on the proportional
amount of common stock previously held by the holder as of the
petition date.

Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


DORAL FINANCIAL: 1-for-20 Reverse Split To Take Effect on Aug. 17
-----------------------------------------------------------------
Doral Financial Corporation reported that the 1-for-20 reverse
split of its common stock, approved by Doral's shareholders at the
annual meeting of shareholders, will become effective as of
5:00 p.m. Eastern Time on Aug. 17, 2007.

Upon the effectiveness of the reverse split, Doral shareholders
will receive one new share of Doral common stock for every twenty
shares they hold.  Doral's common stock will begin trading on a
split-adjusted basis when the market opens on Aug. 20, 2007.

The purpose of the reverse split is to increase the trading price
of Doral's common stock.  Doral, however, cannot assure that the
price of its common stock after the reverse split will reflect the
1-for-20 reverse split ratio, that the price per share after the
effective time of the reverse split will be maintained, or that
the price will remain above the pre-split trading price.

In connection with the reverse split, the total number of common
shares authorized under Doral's Restated Certificate of
Incorporation will be reduced from 1,950,000,000 to 97,500,000
shares.  

As of July 31, 2007, there were approximately 1,076,202,204 shares
of Doral's common stock outstanding.  Effecting the 1-for-20
reverse split will reduce that amount to approximately 53,810,110
shares.  The reverse split will not change the number of shares of
Doral's serial preferred stock authorized, which will remain at
40,000,000 shares.

The number of common shares into which Doral's outstanding stock
options and convertible preferred stock, well as their relevant
exercise or conversion price per share, and any outstanding
restricted stock units will be proportionally adjusted to reflect
the reverse split.  The number of shares authorized for issuance
under Doral's Omnibus Incentive Plan will also be proportionally
reduced to reflect the reverse split.

Doral will not issue any fractional shares of its common stock as
a result of the reverse split.  Instead, Doral's transfer agent,
Mellon Investor Services LLC, will aggregate all fractional shares
held by Doral shareholders into whole shares and arrange for them
to be sold on the open market at prevailing prices.  In lieu of
fractional shares, shareholders will receive a cash payment equal
to their allocable share of the total proceeds of these sales.

Shareholders will not be entitled to receive interest for the
period of time between the effective date of the reverse split and
the date the shareholder receives his or her cash payment.

Shareholders holding fewer than twenty shares of Doral common
stock will receive only cash for all their shares held before the
reverse split and will no longer hold any shares of Doral common
stock as of the effective date of the split.

Doral will adopt a new stock certificate in connection with the
implementation of the reverse split.  Mellon Investor Services was
retained to manage the exchange of stock certificates.
Shareholders of record will receive a letter of transmittal
providing instructions for the exchange of their old certificates
soon as practicable following the effectiveness of the reverse
split.

For more information, shareholders and securities brokers should
contact Mellon Investor Services at 1-800-777-3674.

                    About Doral Financial Corp.

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

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Fitch Ratings affirmed and removed all of Doral Financial
Corporation's ratings from rating watch negative.  DRL's Rating
outlook is positive.  Fitch currently rates DRL's long-term Issuer
Default Rating 'CCC'.  The support rating floor for DRL and its
principal subsidiary remains unchanged at 'No Floor'.


DRESSER-RAND: Earns $26.2 Million in Second Quarter of 2007
-----------------------------------------------------------
Dresser-Rand Group Inc. reported net income of $26.2 million
for the second quarter 2007.  This compares to a net income of
$10.7 million for the second quarter 2006.

Second quarter 2007 income included a provision for litigation and
related interest of $4.2 million and a charge of $ 2.3 million
related to a change in an accounting estimate for workers'
compensation.

"The improvements in our second quarter 2007 results over last
year were somewhat tempered by the litigation provision and a
change in accounting estimate,” Vincent R. Volpe, Jr., President
and Chief Executive Officer of Dresser- Rand, said.  ''The impact
of these two items was approximately $0.05 per diluted share.  
Additionally, changes in procurement processes and a delay in the
budget appropriations by certain of our national oil company
clients resulted in lower than expected aftermarket bookings and
revenues for the period.  Total revenues increased 4%, operating
income increased 14%, and our backlog grew 59% over the year ago
period.  New unit bookings were strong as the upstream, midstream
and downstream markets remain very active, with the most notable
order coming for a floating, production, storage and offloading
project for British Petroleum for approximately $154 million.

Total revenues for the second quarter 2007 of $441.2 million
increased $17.2 million or 4% compared to $424 million for the
second quarter 2006.  Total revenues for the six months ended June
30, 2007 of $755.6 million increased $40.1 million or 6% compared
to $715.5 million for the corresponding period in 2006.

Operating income for the second quarter 2007 was $50.1 million.  
This compares to operating income of $27.2 million for the second
quarter 2006 which included $16.8 million for stock-based
compensation expense for exit units.  Second quarter 2007
operating income increased from the year ago quarter due to higher
pricing and productivity improvements.  Operating income for the
six months ended June 30, 2007 was $83 million.  This compares to
operating income of $57.4 million for the corresponding period in
2006, which included a net charge of $5 million comprised of the
$16.8 million for stock-based compensation expense for exit units
partially offset by a $12 million curtailment gain.  Operating
income increased from the year ago six month period primarily due
to higher pricing.

As of June 30, 2007, cash and cash equivalents totaled
$160.8 million and borrowing availability under the $350 million
revolving credit portion of the company's senior credit facility
was $147.5 million, as $202.5 million was used for outstanding
letters of credit.

In first six months of 2007, cash provided by operating activities
was $136.2 million, which compared to $6.9 million for the
corresponding period in 2006.  The increase of $129.3 million in
net cash provided by operating activities was principally from
changes in working capital.  In the first six months of 2007,
capital expenditures totaled $8.6 million and the company prepaid
$110.1 million of its outstanding indebtedness under its senior
secured credit facility.  As of June 30, 2007, total debt was
$396.9 million and total debt net of cash and cash equivalents was
approximately $236.1 million.

In July 2007, the company prepaid the remaining $26.8 million of
outstanding indebtedness under its senior secured credit facility.

                       About Dresser-Rand

Headquartered in Houston, Texas, Dresser-Rand Group Inc. (NYSE:
DRC) is a supplier of rotating equipment solutions to the
worldwide oil, gas, petrochemical, and process industries.  It
operates manufacturing facilities in the United States, France,
Germany, Norway, India, and Brazil, and maintains a network of 24
service and support centers covering 105 countries.

                         *     *     *

Standard & Poor's Ratings Services raised on Sept. 13, 2006, its
corporate credit rating on rotating equipment maker Dresser-Rand
Group Inc. to 'BB-' from 'B+' and revised the outlook on the
rating to stable from positive.


EASTMAN KODAK: Earns $592 Million in Quarter Ended June 30, 2007
----------------------------------------------------------------
Eastman Kodak Company reported on Thursday its financial results
for the second quarter ended June 30, 2007.

Eastman Kodak reported net income of $592 million for the quarter
ended June 30, 2007, compared with a net loss of $282 million for
the same period last year.   

Results for the quarters ended June 30, 2007, and 2006, included
total company earnings from the discontinued operations of the
company's Health Group segment to Onex Healthcare Holdings Inc. on
April 30, 2007, of $727 million (including a pre-tax gain on sale
of $980 million) and $73 million, respectively.  

The company reported a $121 million year-over-year improvement in
pre-tax results from continuing operations, reflecting gross
profit margin improvements across all of its major business
units.  The company achieved a $97 million improvement in digital
earnings and a $31 million improvement in traditional earnings, as
expenses declined.  In addition, the company reported a
$135 million after-tax loss from continuing operations, an
improvement of $220 million, as compared to the prior year.

Kodak also reaffirmed its plan to achieve its full-year financial
goals for net cash generation, digital revenue growth and digital
earnings.

"Our second-quarter results reinforce our confidence in our
full-year performance," said Antonio M. Perez, chairman and chief
executive officer, Eastman Kodak Company.  "Revenues during the
second quarter were in line with our expectations.  Earnings
improved across all of our major business units, reflecting our
strong focus on cost reduction and operational efficiencies.  We
continue to expect a strong second half, with double-digit sales
growth in both of our major digital businesses, driven by a
stronger-than-ever portfolio of digital products, including our
revolutionary consumer inkjet printing system, new image sensors,
workflow software, and an expanded line of NEXPRESS digital color
printing presses.  I'm pleased with our first-half results, and I
remain confident in our ability to achieve our 2007 key strategic
objectives."

On the basis of generally accepted accounting principles in the
U.S. (GAAP), the company reported a second-quarter loss from
continuing operations of $173 million pre-tax, $135 million after
tax, compared with a loss of $294 million pre-tax, $355 million
after tax in the year-ago period.  Items of expense impacting
comparability in the second quarter of 2007 totaled $266 million
after tax.  The most significant item was restructuring costs of
$316 million before tax and $248 million after tax.  In the second
quarter of 2006, items that impacted comparability totaled
$206 million after tax primarily reflecting restructuring costs.

For the second quarter of 2007:

  -- Sales totaled $2.510 billion, a decrease of 7% from
     $2.688 billion in the second quarter of 2006.  Digital
     revenue totaled $1.460 billion, a 3% increase from
     $1.417 billion.  Traditional revenue totaled $1.044 billion,
     a 17% decline from $1.262 billion in the year-ago quarter.

  -- The company's second-quarter loss from continuing operations,
     before interest, other income (charges), net, and income
     taxes was $163 million, compared with a loss of
     $257 million in the year-ago quarter.

Other financial details:

  -- Gross Profit margin was 26.2% for the quarter, up from 21.4%
     in the prior year, primarily attributable to lower costs,
     driven by manufacturing footprint reductions and the
     favorable impact of foreign exchange, offset by adverse
     silver and aluminum costs.

  -- Selling, General and Administrative expenses decreased
     $87 million from the year-ago quarter, reflecting the
     company's cost reduction activities.  SG&A as a percentage of
     revenue was 17%, down from 19% in the year-ago quarter.

  -- Net Cash Generation for the second quarter was negative
     $251 million, compared with negative $74 million in the year-
     ago quarter.  Net Cash Generation for the first half of 2007
     was negative $704 million, compared with negative
     $691 million in the year-ago period.  This corresponds to net
     cash used in operating activities from continuing operations
     of $298 million for the second quarter, compared with
     $17 million in the year-ago quarter, driven primarily by
     changes in working capital.  For the first half of 2007, net
     cash used in operating activities from continuing operations
     was $695 million, compared with $554 million in the year-ago     
     period.  

  -- On April 30, 2007, the company completed the sale of its
     Health Group to an affiliate of Onex Corporation for
     $2.350 billion.  As previously announced, the company used a
     portion of the cash proceeds from that transaction to fully
     repay $1.145 billion of outstanding secured term debt.  As of
     June 30, 2007, the company's debt level was $1.624 billion, a
     $1.154 billion reduction from the 2006 year-end debt level of
     $2.778 billion.

  -- Kodak held $1.925 billion in cash and cash equivalents as of
     June 30, 2007.

                     2007 Outlook Reaffirmed

Kodak remains focused on three financial metrics as it continues
to transform its business: net cash generation, digital earnings
from operations and digital revenue growth.

The company's goal for net cash generation this year is in excess
of $100 million after restructuring disbursements of approximately
$600 million.  This outlook corresponds to expected net cash
provided by continuing operations from operating activities, on a
GAAP basis, in the range of $200 million to $450 million.

Additionally, the company's goal for 2007 full-year digital
earnings from operations is $150 million to $250 million, which
corresponds to a GAAP loss from continuing operations before
interest, other income (charges), net, and income taxes for the
full year of $550 million to $650 million.

Finally, the company continues to forecast 2007 digital revenue
growth of 3% to 5%, with total 2007 revenue expected to be down
between 4% and 7%.

At June 30, 2007, the company's consolidated balance sheet showed
$13.074 billion in total assets, $10.582 billion in total
liabilities, and $2.492 billion in total stockholders' equity.

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE:
EK)-- http://www.kodak.com/-- develops, manufactures, and    
markets digital and traditional imaging products, services, and
solutions to consumers, businesses, the graphic communications
market, the entertainment industry, professionals, healthcare
providers, and other customers.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.

                           *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Fitch Ratings upgraded Eastman Kodak Company's senior
unsecured debt to 'B/RR4' from 'B-/RR5' due to improved recovery
prospects following the company's redemption on May 3, 2007, of a
$1.15 billion secured term loan funded with a portion of the
proceeds from the sale of its Health Group to Onex Healthcare
Holdings, Inc., for $2.35 billion on April 30, 2007.

In addition, Fitch has affirmed these Kodak ratings:

     -- Issuer Default Rating 'B';
     -- Secured credit facility 'BB/RR1'.


EXHIBITION HALL: S&P Lifts Rating to BB, Outlook Now Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) on New Orleans Exhibition Hall Authority, Louisiana's
series 1996A, 1996C, 1998, and 2000 hotel-occupancy tax and
special-tax bonds three notches to 'BB' from 'B' based on the
improved pledged revenue stream.  The outlook is stable.
     
The rating service also revised its outlook on the 'B' SPUR on the
authority's series 2003A and 2004 senior-subordinated special-tax
bonds to 'positive' from 'stable' and affirmed the rating.
     
The different outlooks reflect the greater potential for Standard
& Poor's to raise the subordinated bond ratings should pledged
revenues continue to grow to a point where they would be self-
supporting while the senior bonds are already self-supporting.
     
The stable outlook on the senior bonds indicates the authority has
the funds in place, as well as the ongoing tax collections, to
make debt service payments through January 2008.  The positive
outlook on the subordinate bonds indicates the progress being made
in the current year and into the outlook horizon toward meeting
debt service coverage entirely with pledged revenues.
     
The upgrade and outlook revision reflect a post-Hurricane Katrina
stabilization of pledged revenues at about 70% of previous levels
by fiscal year-end 2006.  Pledged revenues have since grown by
about 12% during fiscal 2007 as the convention and tourism
industry has begun to recover; it, however, is far from the point
of permitting all bonds to be fully supported only by pledged
revenues.
     
"It is our belief that the further direction of revenue streams
pledged to the bonds will provide either upward or downward
pressure on the rating," said Standard & Poor's credit analyst
Alexander Fraser.  "We also believe the potential to better match
pledged revenue streams with annual debt service through a
restructuring could also stabilize or improve credit quality."
     
The senior bonds benefit from a closed lien and a senior pledge of
certain taxes, primarily combined 2% hotel and food and beverage
taxes, received by the authority.  In fiscal 2006, coverage of
senior bonds by pledged revenues was 1.65x. Residual revenues,
along with a separate and dedicated 1% hotel tax and other
revenues, provided just 0.62x coverage of the senior-subordinate
bonds in fiscal 2006.  Combined coverage would equate to 0.72x.
     
On Dec. 31, 2006, the authority had $81.1 million in debt service
payment and reserve accounts and $88.9 million in other cash and
investments.  With the tourism industry largely shut for the first
half of the year, total fiscal 2006 pledged tax revenues were
$25.8 million, allowing coverage of just 0.72x for all debt.  
Through May 2007, fiscal 2007 revenues have improved by 12%.
     
The 'BB' and 'B' ratings also reflect the substantial and ongoing
disruption of the convention and tourism-driven hotel market due
to Katrina and the long-term dependence of tourism and convention
business on the recovery and long-term health of New Orleans'
economy.
     
The rating action affects roughly $491.6 million of debt
outstanding.


GO DEBT: S&P Lifts Rating to BB from B with Stable Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services raised its standard long-term
rating and underlying rating on New Orleans, Louisiana's GO debt
three notches to 'BB' from 'B' and its SPUR on the city's limited-
tax GO debt three notches to 'BB-' from 'B-' because the city's
long-term ability to meet its obligations is less vulnerable than
it was after hurricanes Katrina and Rita.  The outlook remains
stable.
     
Ongoing uncertainties, especially as they relate to the rebuilding
of the city, however, will continue to exist over the next several
years.  Management currently has funds set aside, through a loan
from the state, to meet its near-term financial commitment on its
obligations.
     
Rating factors include the gradual recovery of the property and
sales tax bases since the storms; the modest growth of the overall
revenue stream in the current year -- The budget, however, remains
out of structural balance; the reliance on substantial amounts of
external loans to provide budget balance over the five-year
operating budget horizon; and the profound and lasting effect of
damage caused by Katrina and Rita in 2005.
     
"We believe New Orleans' general fund revenues, coupled with
extraordinary grants and loans, will allow management to set aside
adequate funds for debt repayment in the near future," said
Standard & Poor's credit analyst Alexander Fraser.  "Until city
officials can establish a repayment schedule and build it into
future budget assumptions or until terms for loan forgiveness are
settled, the status of the loans from the federal and state
governments will remain a long-term budget concern."
     
New Orleans' current fiscal year will end on Dec. 31, 2007; and
revenue projections are close to forecast levels.  The pace of
recovery has been the dominant factor in determining revenues and,
consequently, the city's ability to raise service levels.  New
Orleans has historically relied on sales taxes for the majority of
its revenues; therefore, economic activity generated by residents
and visitors is critical to budget stability.
     
In the city's five-year capital plan, released with the current
budget, external payments such as Federal Emergency Management
Agency infrastructure repair grants; the use of $120 million of
community disaster loan funds; and a $70 million state loan to
support debt service will be critical to maintaining liquidity for
at least the next three years.  Assumptions within the plan call
for revenue growth of about 10% annually and continued expenditure
restraint keeping overall costs below 2005 levels through 2010.  
Should assumptions hold, management will achieve structural budget
balance in fiscal 2011.
     
The property tax collection apparatus has produced current
collection rates of about 90% this year, which is in-line with
historical collection rates.  Additional revenues, such as sales
tax revenues, are currently at about 75% of historical levels.  
City management has just released the fiscal 2005 audit, which
indicates results are in-line with the assumptions made with
fiscal 2007 in mind.
     
The rating action affects roughly $840 million of debt
outstanding.


GRAY TELEVISION: Paying $0.03/Share Dividend on Sept. 28
--------------------------------------------------------
Gray Television Inc.'s board of directors has declared a dividend
of $.03 per share, payable on Sept. 28, 2007, to stockholders of
record of its Common Stock and Class A Common Stock on Sept. 14,
2007.  

This is the 40th consecutive year that Gray has paid a common
stock cash dividend.

Headquartered in Atlanta, Georgia, Gray Television Inc. (NYSE: GTN
and GTN.A) -- http://www.gray.tv/-- is a television broadcast  
company.  Gray currently operates 36 television stations serving
30 markets.  Each of the stations are affiliated with either CBS
(17 stations), NBC (10 stations), ABC (8 stations) or FOX (1
station).  In addition, Gray currently operates 39 digital second
channels including 1 ABC, 5 Fox, 8 CW and 16 MyNetworkTV
affiliates plus 7 local news/weather channels and 2 "independent"
channels in certain of its existing markets.

                           *     *     *

Moody's Investor Services assigned Ba3 on Gray Television Inc.'s
long term corporate family rating on February 2007.  The outlook
is stable.


HOLLINGER INC: Initiates Changes to Sun-Times Board of Directors
----------------------------------------------------------------
Hollinger Inc., as the holder of a majority in voting interest of
the common stock of Sun-Times Media Group, Inc., delivered a
written consent in lieu of a meeting to Sun-Times adopting
resolutions that:

   (i) removed three current directors from the Sun-Times Board of
       Directors,

  (ii) increased the size of the Sun-Times Board of Directors to
       eleven directors and

(iii) elected each of William E. Aziz, Brent D. Baird, Albrecht
       Bellstedt, Peter Dey, Edward C. Hannah and G. Wesley
       Voorheis as directors to the Sun-Times Board of Directors.

"The concerns we expressed in our June 11, 2007, letter to Sun-
Times remain, and have been heightened as the value of Sun-Times'
shares continues to decline,” G. Wesley Voorheis, the CEO of
Hollinger, said.  ''We have always believed that Sun-Times should
implement a formal strategic process to enhance value for all Sun-
Times shareholders.  The actions we have taken are consistent with
this."

"As we have said before, we do not intend to interfere in any way
with the mandate of the Special Committee of the Sun-Times Board
of Directors, which will deal with the claims between Sun-Times
and Hollinger, or the Special Monitor, Mr. Richard Breeden,” Mr.
Voorheis added.  ''We have not removed any of the members of the
Special Committee.  We are committed to working with the Special
Committee and the entire Board of Directors, as well as Mr.
Breeden."

"Hollinger intends to immediately engage in a formal process, in
consultation with other Sun-Times shareholders, to identify other
qualified directors to join the Sun-Times Board of Directors in
addition to or in lieu of those elected on July 31, 2007," Mr.
Voorheis noted.

"Our interests," Mr. Voorheis explained, "as the largest
shareholder of Sun-Times are aligned with the interests of all of
Sun-Times shareholders.  We will work very hard to improve the
value of Sun-Times for all shareholders."

                       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.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 3, 2007,
Hollinger Inc., together with two of its Canadian subsidiaries
4322525 Canada Inc. and Sugra Limited, 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.  

Pursuant to a Canadian Court Order obtained Aug. 1, 2007, Ernst &
Young Inc. was appointed by the Court as Monitor to assist the
companies through their restructuring process.  The Canadian
Court Order stayed 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.


HOLLINGER INC: To Pay $24.5 Million to Class Action Claimants
-------------------------------------------------------------
Hollinger Inc. entered into an agreement to settle securities
class action suits pending against the company, Sun-Times Media
Group Inc. and a number of its former directors and officers in
the United States and Canada, and an agreement to settle
litigation over the directors and officers insurance coverage of
the company.  These agreements are subject to court approval in
the United States and Canada.

If approved, the securities class action settlement will resolve
the claims asserted against STMG, a number of its former directors
and officers, certain affiliated companies, STMG's auditor, KPMG
LLP, and the Company in a consolidated class action in the United
States District Court for the Northern District of Illinois
entitled In re Hollinger International Inc. Securities Litigation,
No. 04C-0834, and in similar actions that have been initiated in
Saskatchewan, Ontario, and Quebec, Canada.  Those actions assert,
among other things, that from 1999 to 2003, defendants breached
U.S. federal, state and/or Canadian law by allegedly making
misleading disclosures and omissions regarding certain "non-
competition" payments and the payment of allegedly excessive
management fees.  The company's settlement of the securities class
action lawsuits will be funded entirely by proceeds from its
insurance policies.  The settlement includes no admission of
liability by the company or any of the settling defendants, and
the company continues to deny any such liability or damages.

In addition, the company's insurers will deposit $24.5 million in
insurance proceeds into an escrow account to fund defense costs
incurred in the securities class action and other litigation or
other claimed losses.  The insurance carriers will then be
released from any other claims for the July 1, 2002 to July 1,
2003 policy period.  The company and other parties, including
STMG, will then seek a judicial determination regarding how to
allocate the $24.5 million in insurance proceeds among the
insureds who assert claims to the proceeds.  STMG and the company
have had negotiations concerning how any such proceeds awarded to
them should be allocated between the two companies.  If they
cannot reach an agreement on that issue, they have agreed to
resolve it through binding arbitration.

The securities class action settlement is conditioned upon prior
approval of the insurance settlement, and the insurance settlement
agreement is conditioned upon subsequent approval of the class
action settlement.  The parties will seek these approvals in the
appropriate courts in the United States and Canada.

                       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.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 3, 2007,
Hollinger Inc., together with two of its Canadian subsidiaries
4322525 Canada Inc. and Sugra Limited, 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.  

Pursuant to a Canadian Court Order obtained Aug. 1, 2007, Ernst &
Young Inc. was appointed by the Court as Monitor to assist the
companies through their restructuring process.  The Canadian
Court Order stayed 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.


HUNTSMAN CORP: Holders Connected w/ MatlinPatterson Sell Shares
---------------------------------------------------------------
Huntsman Corporation disclosed that certain existing stockholders
affiliated with MatlinPatterson Global Advisers LLC have entered
into an underwriting agreement providing for a registered public
secondary sale of 56,979,062 shares of Huntsman common stock.  

This sale is pursuant to the shelf registration statement filed
with the Securities and Exchange Commission on July 31, 2007. The
sale is expected to close on Aug. 6, 2007, subject to customary
closing conditions.

Huntsman will not receive any of the proceeds from this offering.

Credit Suisse Securities (USA) LLC is the underwriter for the
offering.

A copy of the prospectus and, when available, a copy of the
prospectus supplement may be obtained from:

     Credit Suisse Prospectus Department
     One Madison Avenue
     New York, NY 10010
     Tel 1-800-221-1037

Headquartered in Salt Lake City, Utah, Huntsman Corp. (NYSE: HUN)
-- http://www.huntsman.com/-- manufactures and markets  
differentiated and commodity chemicals.  Its operating companies
manufacture products for a variety of global industries including
chemicals, plastics, automotive, aviation, textiles, footwear,
paints and coatings, construction, technology,agriculture, health
care,  detergent, personal care, furniture, appliances and
packaging.

                       *     *     *

As reported in the Troubled Company Reporter on June 28, 2007,
Moody's Investors Service placed the debt ratings and the
corporate family ratings (CFR -- Ba3) for Huntsman Corporation and
Huntsman International LLC, a subsidiary of Huntsman under review
for possible downgrade.


INDEPENDENCE TAX: March 31 Balance Sheet Upside-down by $5.8 Mil.
-----------------------------------------------------------------
Independence Tax Credit Plus L.P.'s consolidated balance sheet for
the year ended March 31, 2007, showed $130.9 Million in total
assets, $131.1 million in total liabilities, and $5.7 million in
minority interests, resulting in a total partners' deficit of
$5.8 million.

The partnership reported a net loss of $6.3 million on rental
income of $21.4 million for the year ended March 31, 2007,
compared with a net loss of $5.1 million for the year ended
March 31, 2006.

Rental income increased approximately 3% for the 2006 fiscal year
as compared to the 2005 fiscal year, primarily due to increases in
tenant assistant payments at two local partnerships and rental  
rate increases at the other local partnerships.

The increase in net loss primarily reflects an increase in total
expenses from operations.  Total operating expenses increased to
$28.4 million for the year ended March 31, 2007, from
$26.5 million for the year ended March 31, 2006, primarily due to
an increase in general and administrative expenses and the
recognition of a loss on impairment of property of $1.2 million
during the year ended March 31, 2007.

General and administrative increased approximately $579,000 for
the 2006 fiscal year as compared to the 2005 fiscal year,   
primarily due to an increase in several lawsuit settlements at one
local partnership.

Full-text copies of the company's consolidated financial
statements for the year ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?220f

                       About Independence Tax

Independence Tax Credit Plus LP is a limited partnership which
originally held ownership interests in 28 other subsidiary
partnerships owning leveraged complexes that are eligible for the
low-income housing tax credit.  The company's investment in each
of these other partnerships represents from 98% to 98.99% of the
company's interests in these other partnerships.  As of March 31,
2007, the partnership has disposed on one of the 28 original
properties and held ownership in 27 local partnerships.

Independence Tax Credit Plus LP's general partner is Related
Independence Associates LP.  Related Independence Associates LP is
also the general partner of Independence Tax Credit Plus LP II.
In turn, Related Independence Associates Inc. is the general
partner of Related Independence Associates LP.

Opa-Locka, one of the subsidiary partnerships, is in default on
its third and fourth mortgage notes and continues to incur
significant operating losses.  Independence Tax Credit's
investment in Opa-Locka at Dec. 31, 2006, was approximately
$2,827,000.


INTCOMEX INC: S&P Holds 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Miami,
Florida-based Intcomex Inc. to positive from stable, following its
recent S-1 filing to raise equity and use a portion of proceeds to
redeem debt.  S&P also affirmed the corporate credit rating at 'B'
and the senior secured rating at 'B-'.
     
Proceeds from the planned IPO would strengthen the company's
capital structure with a repayment of up to 35% of its current
outstanding debt, as permitted under the indenture.  This would
result in improved pro forma leverage of 2.8x from the March 31,
2007, level of about 4x.
     
"The rating reflects the company's position as a second-tier
distributor of IT products to the Latin American and Caribbean
markets, historically modest earnings and cash flow from
operations, exposure to more volatile end-market economic
conditions, and a leveraged balance sheet," said Standard & Poor's
credit analyst Lucy Patricola.  These factors are offset partially
by Intcomex's diverse customer base and good growth prospects in
the Latin American PC market.
     
Total debt to EBITDA as of March 31, 2007, was about 4x, which
could improve by as much as a full turn depending on the ultimate
disposition of proceeds from a potential IPO.  Without the
external source of funds, improvement in leverage over the
intermediate term would be modest.


INSIGHT HEALTH: S&P Junks Rating on $315MM Senior Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to InSight Health Services Corp.  The outlook is
negative.  At the same time, S&P assigned it bank loan and
recovery ratings to the company's $315 million senior secured
floating-rate notes due 2011.  The notes are rated 'CCC+' with a
recovery rating of '5', indicating expectation of modest recovery
(10%-30%) in the event of a default.
     
InSight Health Services Holdings Corp. and its wholly owned
subsidiary InSight Health emerged from bankruptcy on Aug. 1, 2007.  
The company filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the District of Delaware on May 29, 2007.
      
"The negative outlook reflects the challenges InSight Health faces
to stabilize and grow its business," said Standard & Poor's credit
analyst Cheryl E. Richer.  S&P will revise the outlook to stable
if business prospects stabilize and improve.


INTERNATIONAL COAL: Closed Offering Cues S&P to Lift Rating to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$175 million 10.25% senior unsecured notes due 2014 of
International Coal Group Inc. to 'B-' from 'CCC+'.   The higher
rating is the same as the corporate credit rating on subsidiary
International Coal Group LLC (B-/Negative/--).  S&P also removed
the rating from CreditWatch, where it had been placed with
positive implications on July 25, 2007.
     
The actions followed the company's announcement that it closed on
its offering of $195 million 9% convertible subordinated notes due
2012, using part of the proceeds to permanently reduce borrowing
availability under its secured bank facility.  As a result of the
material decline in priority debt outstanding, existing
bondholders are in a less disadvantaged position.
      
Rating List

International Coal Group LLC
  Corporate Credit Rating        B-/Negative/--

Upgraded; CreditWatch/Outlook Action
                                 To          From
                                 --          ----
International Coal Group Inc.
   Senior Unsecured notes        B-          CCC+/Watch Pos/--


ISLE OF CAPRI: Posts $14.6 Million in Fourth Qtr. Ended April 29
----------------------------------------------------------------
Isle of Capri Casinos Inc. provided Thursday its financial results
for the fourth fiscal quarter and fiscal year ended April 29,
2007.

The company reported a net loss of $14.6 million for the fourth
quarter ended April 29, 2007, compared with net income of
$16.5 million for the fourth quarter ended April 30, 2006.  For
the fiscal year ended April 29, 2007, the company reported a net
loss of $4.6 million, compared with net income of $18.9 million
for the fiscal year ended April 30, 2006.

The company reported a 17.3% decrease in net revenues from
continuing operations to $255.6 million for the fourth quarter
compared to net revenues from continuing operations of
$309.1 million for the same quarter in fiscal 2006.  Loss from
continuing operations was $13.1 million during the fourth quarter
of fiscal 2007 compared to income of $10.5 million for the fourth
quarter of fiscal 2006.   Adjusted EBITDA from continuing
operations for the fourth quarter of fiscal 2007 decreased 22.9%
to $57.3 million compared to Adjusted EBITDA from continuing
operations of $74.3 million for the same quarter in fiscal 2006.

The fourth quarter ended April 29, 2007, included thirteen weeks
of operating results compared to the fourth quarter ended
April 30, 2006, which included fourteen weeks of operating
results.  This accounts for approximately 7.5% of the year over
year decrease in revenues and Adjusted EBITDA.  Other factors
contributing to the year over year declines include increased
competition in several of the company's markets, most
significantly Biloxi, Mississippi and severe weather in several
markets in the first period of the fourth quarter of fiscal 2007.

For the twelve months ended April 29, 2007, the company reported a
1.4% increase in net revenues from continuing operations to
$1.0 billion, compared to $987.4 million for the comparable period
in the prior year.  For the twelve months of fiscal 2007, the
company reported a loss from continuing operations of
$21.3 million, compared to income of $8.6 million for the same
period in fiscal 2006.  Adjusted EBITDA from continuing operations
in the twelve-month period reported a 4.5% decrease to
$194.6 million, compared to $203.7 million for the comparable
twelve-month period in fiscal 2006.  

During the twelve months ended April 29, 2007, the company
recognized a pretax gain of $23.2 million related to the sale of
its Isle-Bossier City and Isle-Vicksburg properties.  This gain on
sale is included in income from discontinued operations.

Isle-Bossier City, Isle-Vicksburg and Colorado Grande-Cripple
Creek are reflected as discontinued operations for all periods
presented.  Accordingly, the operating results for these
properties are not included in the net revenue, income from
continuing operations and Adjusted EBITDA results.  The sale of
Isle-Bossier City and Isle-Vicksburg closed on July 31, 2006.

"Fiscal 2007 was a transitional year for the company, as we
prepared for the opening of three properties under our new brand
'the isle(R),' in addition to opening a new hotel and acquiring a
new property.  The response from our guests has been very
positive, and we look forward to growing our database and
elevating the gaming experience for our customers.  In addition,
we implemented new technology initiatives that will help us
operate and market more efficiently, and introduced additional
programs across the Company to improve margins," said Bernard
Goldstein, president and chief executive officer.

"Our search for a new president and chief operating officer has
come to a close and we are pleased to welcome Virginia McDowell to
the Isle of Capri family.  We believe that we have selected the
ideal candidate as Virginia brings just the right mix of gaming
expertise and leadership capabilities to her new role.  Everyone
has eagerly welcomed Virginia to the Isle of Capri family," Mr.
Goldstein noted.

            Operational Review for the Fourth Quarter

The operating results for the fourth quarter of fiscal 2007
include some significant additional expenses, as compared to the
fourth quarter of fiscal 2006.  These include an increase of
approximately $4.5 million in property insurance expense over the
prior year's fourth quarter, for a twelve-month total increase of
approximately $18.0 million over the prior fiscal year, which was
allocated across all operating properties.  The company also
recorded approximately $1.6 million of stock compensation expense
in the fourth quarter of fiscal 2007, for a twelve-month total
increase of approximately $7.2 million over the prior fiscal year.  
Pre-opening costs increased $10.4 million compared to the fourth
quarter of fiscal 2006 primarily due to costs related to the
company's casino developments in Pompano Beach, Florida; Waterloo,
Iowa and Coventry, England.

In Mississippi, the company's three continuing operations
contributed 24.3% of net revenues.  Isle-Biloxi's net revenues and
Adjusted EBITDA decreased significantly from abnormally high prior
year operating results due to increased competition in the market
as competitors have re-opened after closures caused by Hurricane
Katrina and while the Isle-Biloxi remains negatively impacted by
the destruction of the Biloxi/Ocean Springs bridge, which is the
primary thoroughfare for travelers from Florida to east Biloxi
where Isle-Biloxi is located.  Two lanes of the Biloxi/Ocean
Springs bridge are scheduled to re-open in November and the
complete new bridge with six lanes is scheduled to re-open in June
2008.  Isle-Natchez continues to experience decreases in both net
revenues and Adjusted EBITDA primarily resulting from the re-
opening of casinos along the Gulf Coast.  Isle-Lula's net revenues
and Adjusted EBITDA decreased slightly due to increased
competition impacting certain of the property's outlying feeder
markets and disruption due to renovations of the casino floor.

In Louisiana, Isle-Lake Charles contributed 16.8% of net revenues.
Isle-Lake Charles experienced a decrease in net revenues and
Adjusted EBITDA due to increased competition in the market as
competitors have fully re-opened following closures caused by
Hurricane Rita and post hurricane normalization of population
levels in the property's feeder markets.

In Missouri, the company's two properties contributed 17.2% of net
revenues.  The company's Missouri operations were impacted by
severe winter weather in the first period of the fourth quarter.
Isle-Kansas City's net revenues and Adjusted EBITDA were down due
to increased competition related to the completion of competitors'
expansion projects in the market.  Isle- Boonville's net revenues
and Adjusted EBITDA increased due to the opening of the company's
new hotel and an increase in marketing efforts.

In Iowa, the company's three casinos contributed 17.7% of net
revenues.  Combined, the company's three Iowa properties, the
Isle-Bettendorf, Rhythm City-Davenport, and Isle-Marquette showed
a decrease in both net revenues and Adjusted EBITDA due to
increased competition in certain of the company's feeder markets
in which it operates, including new and expanded gaming product by
several of its competitors, as well as severe winter weather in
the first period of the fourth quarter.

In Colorado, the company's two Black Hawk casino operations
contributed 15.7% of net revenues.  The Black Hawk properties
experienced a decrease in net revenues and Adjusted EBITDA as
compared to the prior year period primarily due to severe weather
in the first period of the quarter and disruption at the Colorado
Central Station gaming floor as it was redesigned for wider aisles
and the implementation of 100% ticketing capabilities on slots.

In International operations, Isle-Our Lucaya recorded a reversal
of approximately $9.4 million in certain prior year expenses
related to the company's agreement with the Bahamian government
and the company's landlord to keep the casino open.  Additionally,
the company reversed its $2.2 million lease termination fee paid
in the first quarter of fiscal 2007, which has now been recorded
as pre-paid rent.

Corporate and other includes the company's corporate office
operations, new development costs and the operating results of
Pompano Park.  The decrease in corporate and other compared to the
fourth quarter of fiscal 2006 is primarily due to a $6.2 million
decrease in new development costs primarily due to costs incurred
in the prior year fiscal quarter related to the pursuit of gaming
licenses in Pittsburgh, Pennsylvania and Singapore.  In December
2006, the company was notified that it was not awarded either
gaming license.  The operating results of Pompano Park reflected a
$3.6 million decrease in Adjusted EBITDA, which relates primarily
to construction disruption, increased property insurance premiums
and increased repairs and maintenance costs incurred on the
existing track facility prior to the opening of the Isle-Pompano
casino facility.  The Isle Pompano was only opened for the last
two weeks of the fourth quarter of fiscal 2007.  Also, the
increase in corporate and other expenses includes approximately
$2.0 million in costs incurred related to the completion of the
restatement of the company's historical financial statements.
These increased costs are partially offset by lower bonus,
franchise taxes and other legal costs.

The company recorded a $7.8 million valuation charge during the
fourth quarter of fiscal 2007 related to the Isle-Lula, based on
lower projected cash flows going forward.  Comparatively, the
company recorded a $13.4 million valuation charge in the fourth
quarter of fiscal 2006 related to its Blue Chip, plc operations in
the United Kingdom and the Isle-Our Lucaya.

At April 29, 2007, the company's consolidated balance sheet showed
$2.08 billion in total assets, $1.77 billion in total liabilities,
$27.8 million in minority interest, and $281.8 million in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended April 29, 2007, are available for
free at http://researcharchives.com/t/s?2210

                   About Isle of Capri Casinos

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

There are four Isle of Capri Casinos brands including "the isle,"
Isle of Capri, Colorado Central Station and Rhythm City, providing
over 16,000 slot machines, 550 table games and 3000 hotel rooms
for our guests' enjoyment.

                           *     *     *

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


JP MORGAN: Fitch Junks Ratings on Two Certificate Classes
---------------------------------------------------------
Fitch Ratings has taken these rating actions on nine J.P. Morgan
Mortgage Acquisition Corp. asset-backed mortgage pass-through
certificates.  Affirmations total $6.4 billion and downgrades
total $796.7 million.  Break Loss percentages and Loss Coverage
Ratios for each class are included with the rating actions as:

Series 2005-FRE1

  -- $356.4 million class A affirmed at 'AAA' (BL: 46.19, LCR:
     2.63);

  -- $32.2 million class M-1 affirmed at 'AA+' (BL: 41.47, LCR:
     2.36);

  -- $31.2 million class M-2 affirmed at 'AA' (BL: 36.11, LCR:
     2.05);

  -- $22.1 million class M-3 affirmed at 'AA-' (BL: 32.29, LCR:
     1.84);

  -- $17.3 million class M-4 affirmed at 'A+' (BL: 29.28, LCR:
     1.67);

  -- $16.8 million class M-5 affirmed at 'A' (BL: 26.34, LCR:
     1.50);

  -- $14.9 million class M-6 affirmed at 'A-' (BL: 23.68, LCR:
     1.35);

  -- $15.4 million class M-7 downgraded to 'BBB-' from 'BBB+'
      (BL: 20.85, LCR: 1.19);

  -- $11.5 million class M-8 downgraded to 'BB+' from 'BBB' (BL:
     18.73, LCR: 1.07);

  -- $12 million class M-9 downgraded to 'BB' from 'BBB-' (BL:
     16.68, LCR: 0.95);

  -- $15.9 million class M-10 downgraded to 'B+' from 'BB+' (BL:
     14.40, LCR: 0.82);

  -- $12 million class M-11 downgraded to 'CCC' from 'BB' (BL:
     12.77, LCR: 0.73).

Deal Summary

  -- Originators: 100% Fremont Investment & Loan;

  -- 60+ day Delinquency: 19.22%;

  -- Realized losses to date (% of Original Balance): 1.18%;

  -- Expected Remaining Losses (% of Current Balance): 17.58%;

  -- Cumulative Expected Losses (% of Original Balance): 11.80%.

Series 2006-FRE1

  -- $378.9 million class A affirmed at 'AAA' (BL: 49.65, LCR:
     3.60);

  -- $40.5 million class M-1 affirmed at 'AA+' (BL: 42.51, LCR:
     3.08);

  -- $37 million class M-2 affirmed at 'AA' (BL: 33.72, LCR:
     2.45);

  -- $22.3 million class M-3 affirmed at 'AA-' (BL: 31.64, LCR:
     2.29);

  -- $20.2 million class M-4 affirmed at 'A+' (BL: 29.22, LCR:
     2.12);

  -- $17.7 million class M-5 affirmed at 'A' (BL: 26.37, LCR:
     1.91);

  -- $16.2 million class M-6 affirmed at 'A-' (BL: 23.70, LCR:
     1.72);

  -- $15.7 million class M-7 affirmed at 'BBB+' (BL: 21.04, LCR:
     1.53);

  -- $14.2 million class M-8 affirmed at 'BBB' (BL: 18.63, LCR:
     1.35);

  -- $11.1 million class M-9 affirmed at 'BBB-' (BL: 16.72, LCR:
     1.21);

  -- $12.1 million class M-10 affirmed at 'BB+' (BL: 14.87, LCR:
     1.08);

  -- $10.6 million class M-11 affirmed at 'BB' (BL: 13.62, LCR:
     0.99).

Deal Summary

  -- Originators: 100% Fremont Investment & Loan;

  -- 60+ day Delinquency: 20.02%;

  -- Realized losses to date (% of Original Balance): 1.29%;

  -- Expected Remaining (% of Current Balance): 13.79%;

  -- Cumulative Expected Losses (% of Original Balance): 9.87%.

Series 2006-HE1

  -- $264.3 million class A affirmed at 'AAA' (BL: 43.80, LCR:
     3.29);

  -- $23.2 million class M1 affirmed at 'AA+' (BL: 38.05, LCR:
     2.86);

  -- $21.1 million class M2 affirmed at 'AA' (BL: 31.55, LCR:
     2.37);

  -- $13.9 million class M3 affirmed at 'AA-' (BL: 28.97, LCR:
     2.18);

  -- $10.2 million class M4 affirmed at 'A+' (BL: 26.45, LCR:
     1.99);

  -- $10.2 million class M5 affirmed at 'A' (BL: 23.92, LCR:
     1.80);

  -- $9.3 million class M6 affirmed at 'A-' (BL: 21.57, LCR:
     1.62);

  -- $9 million class M7 affirmed at 'BBB+' (BL: 19.21, LCR:
     1.44);

  -- $7.1 million class M8 affirmed at 'BBB' (BL: 17.33, LCR:
     1.30);

  -- $6.5 million class M9 affirmed at 'BBB-' (BL: 15.60, LCR:
     1.17);

  -- $5.3 million class M10 affirmed at 'BB+' (BL: 14.37, LCR:
     1.08);

  -- $6.2 million class M11 affirmed at 'BB' (BL: 13.24, LCR:
     0.99).

Deal Summary

  -- Originators: 89.85% ResMAE Mortgage Corporation; 10.15%

Accredited;

  -- 60+ day Delinquency: 15.63%;

  -- Realized losses to date (% of Original Balance): 1.04%;

  -- Expected Remaining Losses (% of Current Balance): 13.31%;

  -- Cumulative Expected Losses (% of Original Balance): 9.73%.

Series 2006-HE3

  -- $489.4 million class A affirmed at 'AAA' (BL: 41.68, LCR:
     2.62);

  -- $36.9 million class M-1 affirmed at 'AA+' (BL: 35.74, LCR:
     2.25);

  -- $40.6 million class M-2 affirmed at 'AA' (BL: 29.78, LCR:
     1.87);

  -- $14.8 million class M-3 affirmed at 'AA-' (BL: 27.69, LCR:
     1.74);

  -- $18.5 million class M-4 downgraded to 'A' from 'A+' (BL:
     25.04, LCR: 1.57);

  -- $15.6 million class M-5 downgraded to 'A-' from 'A' (BL:
     22.76, LCR: 1.43);

  -- $12.7 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     20.85, LCR: 1.31);

  -- $13.5 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 18.73, LCR: 1.18);

  -- $11.1 million class M-8 downgraded to 'BB+' from 'BBB' (BL:
     16.96, LCR: 1.07);

  -- $10.3 million class M-9 downgraded to 'BB' from 'BBB-' (BL:
     15.55, LCR: 0.98).

Deal Summary

  -- Originators: 59.75% ResMAE Mortgage Corporation, 22.05%

NovaStar Mortgage Inc, 16.16% Fieldstone Mortgage Company;

  -- 60+ day Delinquency: 13.32%;

  -- Realized losses to date (% of Original Balance): 0.45%;

  -- Expected Remaining Losses (% of Current Balance): 15.90%;

  -- Cumulative Expected Losses (% of Original Balance): 14.08%.

Series 2006-RM1

  -- $589 million class A affirmed at 'AAA' (BL: 37.19, LCR:
     2.32);

  -- $35.6 million class M-1 affirmed at 'AA+' (BL: 32.73, LCR:
     2.04);

  -- $32.3 million class M-2 affirmed at 'AA' (BL: 28.43, LCR:
     1.77);

  -- $17.1 million class M-3 downgraded to 'A+' from 'AA-' (BL:
     26.31, LCR: 1.64);

  -- $17.5 million class M-4 downgraded to 'A' from 'A+' (BL:
     24.13, LCR: 1.50);

  -- $16.2 million class M-5 downgraded to 'BBB+' from 'A' (BL:
     22.13, LCR: 1.38);

  -- $14.8 million class M-6 downgraded to 'BBB' from 'A-' (BL:
     20.29, LCR: 1.26);

  -- $13.9 million class M-7 downgraded to 'BBB-' from 'BBB+'
      (BL: 18.42, LCR: 1.15);

  -- $11.5 million class M-8 downgraded to 'BB+' from 'BBB' (BL:
     16.78, LCR: 1.05);

  -- $9.2 million class M-9 downgraded to 'BB' from 'BBB-' (BL:
     15.42, LCR: 0.96);

  -- $9.2 million class M-10 downgraded to 'BB-' from 'BB+' (BL:
     14.40, LCR: 0.90).

Deal Summary

  -- Originators: 100% ResMAE Mortgage Corporation;

  -- 60+ day Delinquency: 16.01%;

  -- Realized losses to date (% of Original Balance): 0.69%;

  -- Expected Remaining Losses (% of Current Balance): 16.06%;

  -- Cumulative Expected Losses (% of Original Balance): 14.64%.

Series 2006-WMC1

  -- $570.8 million class A affirmed at 'AAA' (BL: 40.35, LCR:
      3.06);

  -- $44.1 million class M-1 affirmed at 'AA+' (BL: 34.98, LCR:
      2.66);

  -- $37.1 million class M-2 affirmed at 'AA' (BL: 30.45, LCR:
      2.31);

  -- $21.2 million class M-3 affirmed at 'AA-' (BL: 27.86, LCR:
      2.12);

  -- $19.4 million class M-4 affirmed at 'A+' (BL: 25.46, LCR:
      1.93);

  -- $19.4 million class M-5 affirmed at 'A' (BL: 23.06, LCR:
      1.75);

  -- $17.1 million class M-6 affirmed at 'A-' (BL: 20.91, LCR:
      1.59);

  -- $16.5 million class M-7 affirmed at 'BBB+' (BL: 18.77, LCR:
      1.42);

  -- $14.7 million class M-8 affirmed at 'BBB' (BL: 16.85, LCR:
      1.28);

  -- $10.6 million class M-9 affirmed at 'BBB-' (BL: 15.39, LCR:
      1.17);

  -- $10 million class M-10 affirmed at 'BB+' (BL: 14.14, LCR:
     1.07);

  -- $11.2 million class M-11 affirmed at 'BB' (BL: 13.07, LCR:
     0.99).

Deal Summary

  -- Originators: 100% WMC Mortgage Corporation;

  -- 60+ day Delinquency: 14.01%;

  -- Realized losses to date (% of Original Balance): 1.18%;

  -- Expected Remaining Losses (% of Current Balance): 13.17%;

  -- Cumulative Expected Losses (% of Original Balance): 10.36%.

Series 2006-WMC2

  -- $697.1 million class A affirmed at 'AAA' (BL: 38.23, LCR:
     2.19);

  -- $45.3 million class M1 affirmed at 'AA+' (BL: 33.49, LCR:
     1.92);

  -- $40.8 million class M2 downgraded to 'A+' from 'AA' (BL:
     28.91, LCR: 1.66);

  -- $24.2 million class M3 downgraded to 'A' from 'AA-' (BL:
     26.39, LCR: 1.52);

  -- $21 million class M4 downgraded to 'BBB+' from 'A+' (BL:
     24.19, LCR: 1.39);

  -- $21.7 million class M5 downgraded to 'BBB' from 'A' (BL:
     21.92, LCR: 1.26);

  -- $19.1 million class M6 downgraded to 'BBB-' from 'A-' (BL:
     19.89, LCR: 1.14);

  -- $18.5 million class M7 downgraded to 'BB+' from 'BBB+' (BL:
     17.87, LCR: 1.03);

  -- $16.6 million class M8 downgraded to 'BB-' from 'BBB' (BL:
     16.05, LCR: 0.92);

  -- $12.1 million class M9 downgraded to 'B+' from 'BBB-' (BL:
     14.68, LCR: 0.84);

  -- $10.8 million class M10 downgraded to 'B' from 'BB+' (BL:
     13.59, LCR: 0.78);

  -- $12.8 million class M11 downgraded to 'CCC' from 'BB' (BL:
     12.38, LCR: 0.71).

Deal Summary

   -- Originators: 100% WMC Mortgage Corporation;

   -- 60+ day Delinquency: 15.69%;

   -- Realized losses to date (% of Original Balance): 1.29%;

   -- Expected Remaining Losses (% of Current Balance): 17.42%;

   -- Cumulative Expected Losses (% of Original Balance): 14.46%.

Series 2006-WMC3

   -- $607 million class A affirmed at 'AAA' (BL: 34.42, LCR:
      2.10);

   -- $32.6 million class M-1 affirmed at 'AA+' (BL: 30.38, LCR:
      1.85);

   -- $28.8 million class M-2 downgraded to 'A+' from 'AA' (BL:
      26.60, LCR: 1.62);

   -- $17.3 million class M-3 downgraded to 'A-' from 'AA-' (BL:  
      24.48, LCR: 1.49);

   -- $15.3 million class M-4 downgraded to 'BBB+' from 'A+' (BL:
      22.60, LCR: 1.38);

   -- $15.3 million class M-5 downgraded to 'BBB' from 'A' (BL:
      20.72, LCR: 1.26);

   -- $13.9 million class M-6 downgraded to 'BBB-' from 'A-' (BL:
      19.00, LCR: 1.16);

   -- $13.4 million class M-7 downgraded to 'BB+' from 'BBB+' (BL:
      17.32, LCR: 1.06);

   -- $11.5 million class M-8 downgraded to 'BB' from 'BBB' (BL:
      15.82, LCR: 0.96);

   -- $8.6 million class M-9 downgraded to 'B+' from 'BBB-' (BL:
      14.43, LCR: 0.88);

   -- $9.6 million class M-10 downgraded to 'B' from 'BB+' (BL:
      13.15, LCR: 0.80).

Deal Summary

  -- Originators: 100% WMC Mortgage Corporation;

  -- 60+ day Delinquency: 13.14%;

  -- Realized losses to date (% of Original Balance): 0.75%;

  -- Expected Remaining Losses (% of Current Balance): 16.40%;

  -- Cumulative Expected Losses (% of Original Balance): 14.42%.

Series 2006-WMC4

  -- $1.4 billion class A affirmed at 'AAA' (BL: 32.10, LCR:
     2.30);

  -- $66.9 million class M-1 affirmed at 'AA+' (BL: 28.19, LCR:
     2.02);

  -- $56.4 million class M-2 affirmed at 'AA' (BL: 24.73, LCR:
     1.77);

  -- $34.4 million class M-3 downgraded to 'A+' from 'AA' (BL:
     22.70, LCR: 1.62);

  -- $31.5 million class M-4 downgraded to 'A-' from 'AA-' (BL:
     20.81, LCR: 1.49);

  -- $30.6 million class M-5 downgraded to 'BBB+' from 'A+' (BL:
     18.96, LCR: 1.36);

  -- $27.7 million class M-6 downgraded to 'BBB' from 'A' (BL:
     17.22, LCR: 1.23);

  -- $27.7 million class M-7 downgraded to 'BBB-' from 'A-' (BL:
     15.35, LCR: 1.10);

  -- $19.1 million class M-8 downgraded to 'BB' from 'BBB+' (BL:
     13.93, LCR: 1.00);

  -- $17.2 million class M-9 downgraded to 'BB-' from 'BBB' (BL:
     12.67, LCR: 0.91);

  -- $19.1 million class M-10 downgraded to 'B+' from 'BBB-' (BL:
     11.54, LCR: 0.83).

Deal Summary

  -- Originators: 100% WMC Mortgage Corporation;

  -- 60+ day Delinquency: 9.36%;

  -- Realized losses to date (% of Original Balance): 0.05%;

  -- Expected Remaining Losses (% of Current Balance): 13.98%;

  -- Cumulative Expected Losses (% of Original Balance): 12.83%.

In addition, class M11 from series 2005-FRE1 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' (Aug. 1, 2007).


KARA HOMES: Judge Kaplan Approves Disclosure Statement
------------------------------------------------------
The Honorable Michael Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey approved the Disclosure Statement
describing Kara Homes Inc. and its debtor-affiliates' Amended
Chapter 11 Plan of Reorganization, BankruptcyLaw360 reports.

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

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

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

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

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

  i. receive the collateral of the their claims; or

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

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

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

  i. cash payment; and

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

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

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

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


KARA HOMES: Plan Confirmation Hearing Scheduled for September 12
----------------------------------------------------------------
The Honorable Michael Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Sept. 12, 2007,
to confirm Kara Homes Inc. and its debtor-affiliates' Amended
Chapter 11 Plan of Reorganization, BankruptcyLaw360 reports.

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

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


KIMBALL HILL: S&P Lowers Corporate Credit Rating to B+ from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kimball Hill Inc. to 'B+' from 'BB-'.  In addition, S&P
lowered the rating on the company's senior subordinated notes to
'B-' from 'B'.  The outlook remains negative.  The rating actions
affect $203 million of rated debt.
      
"The downgrade reflects our expectations that the company's weak
profitability will persist, straining internal liquidity,"
explained Standard & Poor's credit analyst Elizabeth Campbell.  
"Continued high incentives and cancellation rates, inventory
impairments, and lot option write-downs are contributing to
expectations for very weak profitability and operating cash flow
during the remainder of 2007 and likely into 2008."
     
Standard & Poor's expects these issues to continue to pressure
Kimball Hill's debt coverage metrics and internal liquidity, given
the currently weak housing conditions and S&P's expectation for a
prolonged recovery for the sector.  Kimball Hill will be heavily
reliant upon its credit facility for liquidity through this
housing cycle's trough.  Kimball Hill senior management's long and
conservative operating history continues to support the ratings;
last year's equity offering deleveraged the company's balance
sheet and bolstered liquidity at that time, anticipating continued
weak industrywide demand.
     
The negative outlook reflects Standard & Poor's expectation that
the company's slim profit margins and debt service coverage
measures will be further stressed over the next several quarters
due to the still very challenging housing market conditions.  
Kimball Hill has generally modest near-term liquidity needs, but
the company will be heavily reliant upon external sources--largely
its credit facility--as internally generated cash flow is likely
to be limited.  Standard & Poor's would lower its ratings again if
Kimball Hill's operating results weaken further, such that
liquidity becomes stressed.  However, Standard & Poor's would
revise the outlook to stable if it becomes clear that the
company's margins and/or sales are strengthening and are
sustainable, which would enable a return to previously sound
credit metrics.


KRISPY KREME: S&P Assigns B- Credit Rating with Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings, including
its corporate credit rating of 'B-', to Winston Salem, North
Carolina-based Krispy Kreme Doughnuts Inc.  The outlook is
negative.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the $160 million senior secured credit
facility borrowed by Krispy Kreme Doughnut Corp., a subsidiary of
KKDI.  The facility is rated 'B', one notch above the corporate
credit rating on KKDI, and assigned a '2' recovery rating,
indicating the expectation for substantial (70%-90%) recovery of
principal in the event of default.  The facility consists of a $50
million revolving credit facility and a $110 million first-lien
term loan, of which $101 million was outstanding as of
April 29, 2007.  KKDI guarantees the debt of its subsidiary.
      
"The negative outlook reflects the company's material weaknesses
over reporting controls, which may cause errors or delays in the
company's filing of its financial statements," explained Standard
& Poor's credit analyst Charles Pinson-Rose.  Furthermore, S&P
believe that the company's U.S. operations are vulnerable to
competitive inroads.  "If the company cannot file its financial
statements in a timely fashion," added Mr. Pinson-Rose, "the
rating will likely be downgraded."


LCM VII: Fitch Assigns BB Ratings on Classes E-1 and E-2 Notes
--------------------------------------------------------------
Fitch assigns these ratings to LCM VII, Ltd.:

  -- $126,000,000 class A-1 revolving notes, due 2019 'AAA';
  -- $250,000,000 class A-2 term notes, due 2019 'AAA';
  -- $20,000,000 class B notes, due 2019 'AA';
  -- $42,763,000 class C notes, due 2019 'A';
  -- $29,040,000 class D notes, due 2019 'BBB';
  -- $937,000 class E-1 notes, due 2019 'BB';
  -- $937,000 class E-2 notes, due 2019 'BB'.


LEBARON DRYWALL: Taps Minkemann & Associates as Accountants
-----------------------------------------------------------
LeBaron Drywall Inc. asks permission from the U.S. Bankruptcy
Court of Alaska to employ Minkemann & Associates, CPA, as its
accountants.

Russell Minkemann, the lead accountant for the firm, will:

   a) work with the Debtor in the preparation of current and past
      due tax returns;

   b) work with the Internal Revenue Service, the State of Alaska
      and other taxing entity regarding taxes due by the Debtor;
      and

   c) analyze the tax consequences of the sale of assets.

The Debtor says that Mr. Minkemann will be paid an hourly rate of
$200.

The Debtor also tell the Court that none of the accountants at the
firm represent any interest adverse to its estates and creditors.

Based in Anchorage, Alaska, LeBaron Drywall Inc. builds
condominiums.  The company filed for Chapter 11 protection on
February 21, 2007 (Bankr. D. Alaska Case No. 07-00070).  John C.
Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its
restructuring efforts. Erik J. Leroy, Esq., serves as the Debtor's
co-counsel. No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $18,955,000.


LIBERTY TAX: June 15 Balance Sheet Upside-Down by $26.6 Million
---------------------------------------------------------------
Liberty Tax Credit Plus LP's consolidated balance sheet at
June 15, 2007, showed $44.3 million in total assets, $71.4 million
in total liabilities, and $551,759 in minority interests,
resulting in a $26.6 million total partners' deficit.

The partnership reported a net loss of $1.6 million on total
revenues of $2.69 million for the first quarter ended June 15,
2007, compared with a net loss of $2.1 million on total revenues
of $2.70 million for the same period ended June 15, 2006.

Rental income decreased approximately 3% for the three months
ended June 15, 2007, as compared to the corresponding period in
2006, primarily due to an increase in vacancies  due to the  
cancellation of a Section 8 contract at one Local Partnership  
offset by an increase in rental rates and decreases in vacancies
at several Local Partnerships.

Loss from operations decreased slightly to $1.27 million from
$1.28 million for the corresponding period ended June 15, 2006.

The decrease in net loss primarily reflects the decrease in loss
from discontinued operations from $805,863 in the 2006 quarter to
$367,001 in the 2007 quarter.  As of June 15, 2007, Charles Drew,
Concourse Artists, Grand Concourse, Greenleaf, Robin Housing,
United Penn, Willoughby and West Kinney were classified as
discontinued operations on the consolidated balance sheets.

Full-text copies of the limited partnership's consolidated
financial statements for the quarter ended June 15, 2007, are
available for free at http://researcharchives.com/t/s?2201

                     Going Concern Doubt

Weinberg Ciullo & Fazzari LLP, in New York, expressed substantial
doubt about the ability of two of Liberty Tax Credit Plus LP's
subsidiary partnerships  to continue as a going concern after
auditing the limited partnership's consolidated financial
statements for the years ended March 15, 2007, and 2006.  The
auditing firm reported that these subsidiary partnerships' net
losses aggregated $1.0 million in fiscal 2006, $491,638 in fiscal
2005 and $484,798 in fiscal 2004.

                     About Liberty Tax

Liberty Tax Credit Plus L.P. (Other OTC: XXLTC.PK) is a limited
partnership that invests in other limited partnerships, each of
which owns one or more leveraged low- and moderate-income
multifamily residential complexes that are eligible for the low-
income housing tax credit enacted in the Tax Reform Act of 1986,
and to a lesser extent, in local partnerships owning properties
that are eligible for the historic rehabilitation tax credit.  

The partnership is currently in the process of disposing of its
investments.  As of June 15, 2007, the partnership has disposed of
twenty-three of its thirty-one original investments and entered  
into an agreement to sell its limited partnership interest in one
Local Partnership and one Local Partnership has entered into  
agreement to sell its property and the related assets and
liabilities.


LINDA BRYANT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Linda R. Bryant
        1201 Glen Cove Parkway, Suite 102
        Vallejo, CA 94591

Bankruptcy Case No.: 07-26033

Chapter 11 Petition Date: August 2, 2007

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: R. Kenneth Bauer, Esq.
                  500 Ygnacio Valley Road, Suite 300
                  Walnut Creek, CA 94596
                  Tel: (925) 945-7945

Estimated Assets:                  Unstated

Estimated Debts: $1 Million to $100 Million

The Debtor does not have a list of it largest unsecured creditors.


MASTEC INC: Earns $15.9 Million in Second Quarter Ended June 30
---------------------------------------------------------------
MasTec Inc. announced on Wednesday its results of operations for
the quarter ended June 30, 2007.

Net income was $15.9 million, income from continuing operations
was $16.1 million, on revenue of $256.3 million.  This compares
with a net loss of $23.7 million, income from continuing
operations of $12.3 million, on revenue of $230.5 million in the
prior year quarter.

The company also disclosed that a number of other financial
measures have also improved this quarter.  The most significant
was income from continuing operations increasing to 6.3% of
revenue for the quarter, an improvement over 5.3% in the same
quarter last year.  Cash and liquidity both improved, with
quarter-end balances of $119 million and $139 million,
respectively.  The company defines liquidity as availability under
its credit facility plus unrestricted bank cash.  Cash
collections, as measured by accounts receivable days sales
outstanding, or DSOs, improved again this quarter, down to 59
days, the best in the company's recent history.

Jose R. Mas, MasTec's president and chief executive officer,
commented, "We are pleased with our progress in 2007.  While our
operating margins are at their highest level in years, we are far
from satisfied.  We will continue focusing on margin improvement
and growth as we position the company to take advantage of the
opportunities in the markets we serve."

In addition, MasTec narrowed the range for its full year 2007
guidance.  The company still expects revenue to be in the range of
$1.04 to $1.06 billion, but has now announced that it expects
earnings per share from continuing operations to be between $0.84
and $0.90 per share.

At June 30, 2007, the company's consolidated balance sheet showed
$675.3 million in total assets, $343.3 million in total
liabilities, and $332.0 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?2208

                        About MasTec Inc.

Headquartered in Coral Gables, Florida, MasTec Inc. (NYSE: MTZ) --
http://www.mastec.com/ -- is a leading specialty contractor
operating mainly throughout the United States across a range of
industries.  The company's core activities are the building,
installation, maintenance and upgrade of communication and utility
infrastructure systems.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2007,
Moody's Investors Service assigned a B1 rating to the proposed
$150 million senior unsecured notes of MasTec Inc.

In addition, Moody's affirmed the company's existing Ba3 corporate
family rating.  The ratings assigned to the notes reflect both the
overall probability of default of the company, to which Moody's
affirms the Ba3 rating, and a loss given default of LGD4 for the
senior unsecured notes.

The rating outlook is stable.  The rating on the notes is subject
to final documentation.


MEDIFACTS INT'L: Wants to Enter Into Lease Pact w/ James Campbell
-----------------------------------------------------------------
Medifacts International Inc. asks authority from the U.S.
Bankruptcy Court for the District of Delaware to enter and assume
an amended lease agreement with James Campbell Company LLC.

The parties' lease agreement concerns certain office space located
at 2101 Gaither Road, Rockville, Maryland, which represents the
corporate headquarters of the Debtor.  After the Debtor's
bankruptcy filing, the parties agreed to amend the lease to
provide for:

   a) the early termination of approximately 11,773 rentable
      square feet of the upper level premises and 1,176 rentable
      square feet of the lower level premises;

   b) both the landlord and the Debtor to be released from any
      further obligation under the Lease after the termination
      date at June 30, 2007; and

   c) the landlord making certain modifications in the upper level
      premises to separate retained space from the terminated
      space.

As a result of the amendment, the Debtor's aggregate annual base
rent will be decreased significantly because the parties have
reduced the amount of space leased by the Debtor.  For the upper
level premises, the Debtor's monthly base rent will be $27,335
after the termination date instead of the prior base rent of
$52,870.  The lower level premises cost will also be decreased to
a monthly base rent of $4,885 instead of $6,480.

The Debtor tells the Court that the lease agreement will result in
annual savings of approximately $325,562.

                 About Medifacts International

Based in Rockville, Maryland, Medifacts International Inc. --
http://www.medifacts.com/-- provides quality clinical trial
services to pharmaceutical, biotech and medical device companies
that are developing therapeutic drugs and products.

The company employs 176 people in the North America, China and
Europe.  The company filed for chapter 11 protection on Jan. 28,
2007 (Bankr. D. Del. Case No. 07-10110).  Joseph A. Malfitano,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


MGM MIRAGE: Earns $360.2 Million in Second Quarter Ended June 30
----------------------------------------------------------------
MGM MIRAGE reported on Thursday its financial results for the
second quarter ended June 30, 2007.  Earnings benefited from
strong revenue trends, solid operating margins, and profits from
sales of Tower 3 of The Signature at MGM Grand.

Net income, including discontinued operations, was $360.2 million
for the quarter ended June 30, 2007, compared with net income of
$146.4 million for the same period a year ago.  During the second
quarter, the company recognized a pre-tax gain of $201 million on
the sale of Primm Valley Resorts and a pre-tax gain of $63 million
on the sale of its Laughlin Properties – Colorado Belle and
Edgewater.

Net revenues for the second quarter increased 10% to $1.9 billion,
an all-time record quarter for the company.  In addition to the
incremental revenue from Beau Rivage, which reopened in August
2006, the company benefited from strong hotel revenues and the
impact of new amenities at many of its Las Vegas Strip resorts.
Key results from the quarter include:

  -- Las Vegas Strip Revenue per Available Room (REVPAR) increased
     7%, which represents the sixteenth consecutive quarter of
     year-over-year REVPAR increases for these resorts;

  -- Occupancy at the company’s Las Vegas Strip resorts was 97.8%,
     the highest occupancy level achieved since 2000;

  -- Property EBITDA, which is EBITDA before corporate expense and
     stock compensation expense, of $686 million was also a record
     for the second quarter, and represented a 9% increase over
     the prior year;

  -- MGM Grand Las Vegas earned Property EBITDA of $108 million, a
     43% increase over prior year second quarter and its best     
     quarter ever.  TI and Excalibur also earned all-time record
     Property EBITDA of $34 million and $38 million, respectively;

  -- The Mirage achieved record Property EBITDA for the second
     quarter of $59 million, a 41% increase over prior year.  New
     York–New York also had a record second quarter Property
     EBITDA performance, earning $37 million;

  -- Non-gaming revenues increased 13%, 10% excluding Beau Rivage,
     with continued strong results from non-gaming amenities;

  -- Gaming revenues increased 5%, but decreased 5% excluding Beau
     Rivage due to a lower table games hold percentage.  Slot
     revenues increased 4% at the company’s Las Vegas Strip
     resorts;

  -- Beau Rivage, which was closed in the prior year quarter,
     earned Property EBITDA of $23 million;

  -- Earned $63 million of profit from closings on units of Tower
     3 at The Signature at MGM Grand;

  -- Successfully issued $750 million of 7.5% senior notes
     maturing in 2016.

In June, the company signed a letter of intent with Kerzner
International to form a 50/50 joint venture to develop a multi-
billion dollar integrated resort to be located on the corner of
Las Vegas Boulevard and Sahara Avenue.  The company will provide
40 acres of land, which is being valued at $20 million per acre,
and Kerzner International and one of its financial partners will
contribute cash equity.

"Our targeted capital investments, particularly in our non-gaming
operations, have led to strong returns and record earnings," said
Terry Lanni, MGM MIRAGE’s chairman and chief executive officer.
"The opening of MGM Grand Detroit and MGM Grand Macau later this
year, and our recently announced joint venture project with
Kerzner International, further illustrate the powerful momentum
created by our accelerated growth platform.

The company’s operating income increased 12% to $469 million,
which includes $63 million of profit from closings on units of
Tower 3 of The Signature at MGM Grand and $11 million of operating
income from Beau Rivage.  The prior year quarter included
$28 million of income from Tower 1 of The Signature at MGM Grand.
Excluding these items, operating income increased slightly from
prior year with a margin of 22% in both quarters.  Property EBITDA
increased 9% to a record $686 million; excluding the above items,
Property EBITDA increased slightly compared to the prior year
quarter with a 33% margin, slightly below the 34% margin in the
2006 quarter.

            Detailed Discussion of Certain Charges

In the second quarter of 2007 the company had minimal property
transactions.  In the 2006 period, net property transactions of
$13 million largely related to the write-off of assets in
connection with expansion projects at MGM Grand Las Vegas and
Mandalay Bay and the write-off of Luxor’s investment in the
Hairspray show.

Preopening and start-up expenses of $14 million in 2007 primarily
related to CityCenter, MGM Grand Detroit, and MGM Grand Macau.
Preopening and start-up expenses of $15 million in the 2006
quarter related primarily to CityCenter, the Love show at The
Mirage, The Signature at MGM Grand, and the company's share of
preopening related to the Borgata expansion.

                     Financial Position

Second quarter capital investments totaled $1.3 billion, which
included $441 million for CityCenter, $81 million for the
permanent MGM Grand Detroit resort, and $23 million for trailing
payments on the construction of Beau Rivage.  Also during the
quarter, the company purchased 34 acres of land north of Circus
Circus Las Vegas for $580 million, 26 acres of which are part of
the land to be contributed to the joint venture with Kerzner
International.  Remaining capital expenditures included spending
of $54 million on room and suite remodel projects, primarily at
Mandalay Bay, expenditures for corporate aircraft of $27 million,
and $90 million of other routine capital expenditures on various
new and upgraded amenities at the company’s resorts.

During the quarter the company received an additional $19 million
of insurance recoveries related to Hurricane Katrina.  These
amounts were not recognized as income pending the final settlement
of the company’s insurance claim.  At June 30, 2007, the company
had $2.0 billion of available borrowings under its senior credit
facility.

"Our operating results this quarter once again prove the power of
our portfolio to generate consistent cash flows,” said Jim Murren,
MGM MIRAGE president, chief financial officer and treasurer.  
"More exciting is the pace of future growth.  We will continue to
develop strategic relationships designed to create additional
value from our significant real estate portfolio.  Of course,
CityCenter is at the heart of our growth strategy; we are very
pleased with the quality of the development and the pace of
residential sales, and we continue on track for a late 2009
opening."

At June 30, 2007, the company's consolidated balance sheet showed
$23.50 billion in total assets, $19.17 billion in total assets,
and $4.33 billion in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $981.9 million in total current
assets available to pay $1.82 billion in total current
liabilities.

                       About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.    
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                        *     *     *

As reported in the Troubled Company Reporter on June 25, 2007,
Moody's Investors Service affirmed MGM MIRAGE'S existing ratings,
including its Ba2 corporate family rating and speculative grade
liquidity rating of SGL-3.


MITEL(R) NETWORKS: $723MM Merger Gets Inter-Tel Shareholders' OK
----------------------------------------------------------------
Mitel(R) Networks Corp. applauded Inter-Tel (Delaware)
Incorporated stockholders for approving the two companies'
$723 million merger.  The vote fulfills another condition to the
merger which the company believes will create a market leader in
the SMB IP communications industry with the scale to strengthen
and extend its reach in the enterprise market.

''The company is delighted that Inter-Tel shareholders have voted
to approve the merger with Mitel,” Don Smith, CEO of Mitel, said.  
''By bringing together the unique strengths of each company, this
transaction will accelerate our growth strategy.  Together, we
believe that Mitel and Inter-Tel will possess the intellectual
property, technology depth, breadth of portfolio, managed
services, partnerships, and people to be a leader in the rapidly
changing IP telephony landscape."

Subject to the outcome of the preliminary injunction hearing
arising from Inter-Tel's litigation before the Delaware Court of
Chancery, Mitel and Inter-Tel expect that the merger will close
after the Aug. 8, 2007, hearing.

Headquartered in Ottawa, Ontario, Mitel Networks Corp --
http://www.mitel.com/-- provides integrated internet protocol  
based enterprise telephony solutions for small and medium sized
businesses.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Moody's Investors Service revised Mitel Network Corporation's
first lien senior secured rating to B1 from Ba3 and second lien
senior secured rating to Caa1 from B3.  The B2 corporate family
rating remains unchanged.  The outlook is stable.

Standard & Poor's Ratings Services revised its bank loan and
recovery ratings on Ottawa, Ontario-based business communications
solutions provider Mitel Networks Corp.'s proposed $460 million
senior secured credit facility.  The bank loan rating on Mitel's
proposed $330 million first-lien credit facility has been revised
to 'B+', with a recovery rating of '2', from 'BB-', with a
recovery rating of '1'.  The '2' recovery rating reflects S&P's
expectation of substantial (70%-90%) recovery of principal in a
default scenario.


MORGAN STANLEY: Fitch Takes Various Rating Actions on 100 Certs.
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Morgan Stanley
mortgage pass-through certificates.  Affirmations total
$12.04 billion and downgrades total $1.28 billion.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Morgan Stanley Capital I Inc. Trust 2006-HE1

  -- $578 million class A affirmed at 'AAA' (BL: 38.03, LCR:
     3.10);

  -- $42.4 million class M-1 affirmed at 'AA+' (BL: 35.21, LCR:
      2.87);

  -- $40 million class M-2 affirmed at 'AA' (BL: 30.96, LCR:
     2.52);

  -- $23 million class M-3 affirmed at 'AA' (BL: 28.23, LCR:
     2.30);

  -- $20.6 million class M-4 affirmed at 'AA-' (BL: 25.78, LCR:
     2.10);

  -- $20 million class M-5 affirmed at 'A+' (BL: 23.42, LCR:
     1.91);

  -- $17.6 million class M-6 affirmed at 'A' (BL: 21.32, LCR:
     1.74);

  -- $17.6 million class B-1 affirmed at 'BBB+' (BL: 19.19, LCR:
     1.56);

  -- $16.3 million class B-2 affirmed at 'BBB' (BL: 17.31, LCR:
     1.41);

  -- $12.1 million class B-3 affirmed at 'BBB-' (BL: 16.17, LCR:
     1.32).

Deal Summary

  -- Originators: 77% WMC;
  -- 60+ day Delinquency: 14.48%;
  -- Realized Losses to date (% of original balance): 1.04%;
  -- Expected Remaining Losses (% of Current Balance): 12.27%;
  -- Cumulative Expected Losses (% of Original Balance): 9.46%.

Morgan Stanley Capital I Inc. Trust 2006-HE2

  -- $1.21 billion class A affirmed at 'AAA' (BL: 36.35, LCR:
     2.48);

  -- $78.2 million class M-1 affirmed at 'AA+' (BL: 32.79, LCR:
     2.23);

  -- $71.4 million class M-2 affirmed at 'AA' (BL: 28.87, LCR:
     1.97);

  -- $43 million class M-3 affirmed at 'AA-' (BL: 26.33, LCR:
     1.79);

  -- $37.4 million class M-4 affirmed at 'A+' (BL: 24.13, LCR:
     1.64);

  -- $36.2 million class M-5 affirmed at 'A' (BL: 22.00, LCR:
     1.50);

  -- $32.8 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     20.05, LCR: 1.37);

  -- $32.8 million class B-1 downgraded to 'BBB' from 'BBB+' (BL:
     18.07, LCR: 1.23);

  -- $29.4 million class B-2 downgraded to 'BBB-' from 'BBB' (BL:
     16.39, LCR: 1.12);

  -- $23.8 million class B-3 downgraded to 'BB+' from 'BBB-' (BL:
     15.23, LCR: 1.04).

Deal Summary

  -- Originators: 73% WMC;
  -- 60+ day Delinquency: 15.79%;
  -- Realized Losses to date (% of original balance): 0.90%;
  -- Expected Remaining Losses (% of Current Balance): 14.68%;
  -- Cumulative Expected Losses (% of Original Balance): 11.72%.

Morgan Stanley ABS Capital I Inc. Trust 2006-HE3

  -- $1.13 billion class A affirmed at 'AAA' (BL: 34.62, LCR:
     2.26);

  -- $91.9 million class M-1 affirmed at 'AA+' (BL: 31.24, LCR:
     2.04);

  -- $62.6 million class M-2 affirmed at 'AA' (BL: 27.92, LCR:
     1.82);

  -- $37.6 million class M-3 affirmed at 'AA-' (BL: 25.56, LCR:
     1.67);

  -- $33.4 million class M-4 downgraded to 'A' from 'A+' (BL:
     23.46, LCR: 1.53);

  -- $33.4 million class M-5 downgraded to 'BBB+' from 'A' (BL:
     21.36, LCR: 1.39);

  -- $29.2 million class M-6 downgraded to 'BBB' from 'A-' (BL:
     19.51, LCR: 1.27);

  -- $29.2 million class B-1 downgraded to 'BBB-' from 'BBB+'
     (BL: 17.65, LCR: 1.15);

  -- $26.1 million class B-2 downgraded to 'BB+' from 'BBB' (BL:
     16.03, LCR: 1.04);

  -- $20.8 million class B-3 downgraded to 'BB' from 'BBB-' (BL:
     14.60, LCR: 0.95).

Deal Summary

  -- Originators: 40% WMC, 40% New Century;
  -- 60+ day Delinquency: 17.96%;
  -- Realized Losses to date (% of original balance): : 0.76%;
  -- Expected Remaining Losses (% of Current Balance): 15.35%;
  -- Cumulative Expected Losses (% of Original Balance): 12.24%.

Morgan Stanley ABS Capital I Inc. Trust 2006-HE4

  -- $1.23 billion class A affirmed at 'AAA' (BL: 34.00, LCR:
     2.29);

  -- $74.5 million class M-1 affirmed at 'AA+' (BL: 31.35, LCR:
     2.12);

  -- $65.8 million class M-2 affirmed at 'AA' (BL: 28.43, LCR:
     1.92);

  -- $39.9 million class M-3 affirmed at 'AA-' (BL: 26.07, LCR:
     1.76);

  -- $34.5 million class M-4 affirmed at 'A+' (BL: 24.03, LCR:
     1.62);

  -- $35.6 million class M-5 downgraded to 'A-' from 'A' (BL:
     21.93, LCR: 1.48);

  -- $32.4 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     20.01, LCR: 1.35);

  -- $30.2 million class B-1 downgraded to 'BBB' from 'BBB+' (BL:
     17.99, LCR: 1.21);

  -- $28 million class B-2 downgraded to 'BB+' from 'BBB' (BL:
     15.99, LCR: 1.08);

  -- $21.6 million class B-3 downgraded to 'BB' from 'BBB-' (BL:
     14.60, LCR: 0.99).

Deal Summary

  -- Originators: 45% WMC;
  -- 60+ day Delinquency: 17.55%;
  -- Realized Losses to date (% of original balance): 0.64%;
  -- Expected Remaining Losses (% of Current Balance): 14.82%;
  -- Cumulative Expected Losses (% of Original Balance): 12.08%.

Morgan Stanley ABS Capital I Inc. Trust 2006-HE5

  -- $925.9 million class A affirmed at 'AAA' (BL: 38.56, LCR:
     2.54);

  -- $75.2 million class M-1 affirmed at 'AA+' (BL: 32.17, LCR:
     2.12);

  -- $59.2 million class M-2 affirmed at 'AA' (BL: 27.99, LCR:
     1.84);

  -- $29.6 million class M-3 affirmed at 'AA-' (BL: 25.75, LCR:
     1.69);

  -- $27.2 million class M-4 downgraded to 'A' from 'A+' (BL:
     23.69, LCR: 1.56);

  -- $26.4 million class M-5 downgraded to 'A-' from 'A' (BL:
     21.70, LCR: 1.43);

  -- $24.8 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     19.78, LCR: 1.30);

  -- $23.2 million class B-1 downgraded to 'BBB-' from 'BBB+'
     (BL: 17.89, LCR: 1.18);

  -- $21.6 million class B-2 downgraded to 'BB+' from 'BBB' (BL:
     16.20, LCR: 1.07);

  -- $16.8 million class B-3 downgraded to 'BB' from 'BBB-' (BL:
     15.00, LCR: 0.99).

Deal Summary

  -- Originators: 59% New Century;
  -- 60+ day Delinquency: 15.89%;
  -- Realized Losses to date (% of original balance): 0.72%;
  -- Expected Remaining Losses (% of Current Balance): 15.20%;
  -- Cumulative Expected Losses (% of Original Balance): 13.32%.

Morgan Stanley ABS Capital I Inc. Trust 2006-HE6

  -- $969.6 million class A affirmed at 'AAA' (BL: 33.29, LCR:
     2.36);

  -- $64 million class M-1 affirmed at 'AA+' (BL: 29.94, LCR:
     2.12);

  -- $62.5 million class M-2 affirmed at 'AA' (BL: 25.67, LCR:
     1.82);

  -- $22.8 million class M-3 affirmed at 'AA-' (BL: 23.89, LCR:
     1.69);

  -- $30.9 million class M-4 downgraded to 'A' from 'A+' (BL:
     21.44, LCR: 1.52);

  -- $23.5 million class M-5 downgraded to 'BBB+' from 'A' (BL:
     19.54, LCR: 1.38);

  -- $21.3 million class M-6 downgraded to 'BBB' from 'A-' (BL:
     17.78, LCR: 1.26);

  -- $21.3 million class B-1 downgraded to 'BBB-' from 'BBB+'  
    (BL: 15.82, LCR: 1.12);

  -- $12.5 million class B-2 downgraded to 'BB+' from 'BBB' (BL:
     14.59, LCR: 1.03);

  -- $17.6 million class B-3 downgraded to 'BB-' from 'BBB-' (BL:
     13.01, LCR: 0.92).

Deal Summary

  -- Originators: 44% New Century;
  -- 60+ day Delinquency: 15.81%;
  -- Realized Losses to date (% of original balance): 0.31%;
  -- Expected Remaining Losses (% of Current Balance): 14.12%;
  -- Cumulative Expected Losses (% of Original Balance): 12.68%.

Morgan Stanley ABS Capital I Inc. Trust 2006-NC4

  -- $1.12 billion class A affirmed at 'AAA' (BL: 40.07, LCR:
     2.84);

  -- $102.4 million class M-1 affirmed at 'AA+' (BL: 31.29, LCR:
     2.21);

  -- $100.3 million class M-2 affirmed at 'AA' (BL: 27.03, LCR:
     1.91);

  -- $34.5 million class M-3 affirmed at 'AA-' (BL: 24.92, LCR:
     1.76);

  -- $38.8 million class M-4 affirmed at 'A+' (BL: 22.55, LCR:
     1.60);

  -- $34.5 million class M-5 downgraded to 'A-' from 'A' (BL:
     20.43, LCR: 1.45);

  -- $30.2 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     18.52, LCR: 1.31);
  -- $31.2 million class B-1 downgraded to 'BBB-' from 'BBB+'
     (BL: 16.45, LCR: 1.16);

  -- $23.7 million class B-2 downgraded to 'BB+' from 'BBB' (BL:
     14.87, LCR: 1.05);

  -- $22.6 million class B-3 downgraded to 'BB' from 'BBB-' (BL:
     13.51, LCR: 0.96).

Deal Summary

  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 18.53%;
  -- Realized Losses to date (% of original balance): 0.49%;
  -- Expected Remaining Losses (% of Current Balance): 14.13%;
  -- Cumulative Expected Losses (% of Original Balance): 11.06%.

Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2

  -- $1.64 billion class A affirmed at 'AAA' (BL: 33.24, LCR:
     2.07);

  -- $89.8 million class M-1 affirmed at 'AA+' (BL: 29.02, LCR:
     1.81);

  -- $72.8 million class M-2 downgraded to 'A' from 'AA' (BL:
     25.58, LCR: 1.59);

  -- $45.5 million class M-3 downgraded to 'A-' from 'AA-' (BL:
     23.43, LCR: 1.46);

  -- $41.6 million class M-4 downgraded to 'BBB+' from 'A+' (BL:
     21.46, LCR: 1.34);

  -- $40.3 million class M-5 downgraded to 'BBB' from 'A' (BL:
     19.56, LCR: 1.22);

  -- $36.4 million class M-6 downgraded to 'BBB-' from 'A-' (BL:
     17.83, LCR: 1.11);

  -- $35.1 million class B-1 downgraded to 'BB' from 'BBB+' (BL:
     16.15, LCR: 1.01);

  -- $27.3 million class B-2 downgraded to 'BB-' from 'BBB' (BL:
     14.87, LCR: 0.93);

  -- $26 million class B-3 downgraded to 'B+' from 'BBB-' (BL:
     13.48, LCR: 0.84).

Deal Summary

  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 17.18%;
  -- Realized Losses to date (% of original balance): 0.93%;
  -- Expected Remaining Losses (% of Current Balance): 16.06%;
  -- Cumulative Expected Losses (% of Original Balance): 14.05%.

Morgan Stanley Home Equity Loan Trust 2006-3

  -- $608.6 million class A affirmed at 'AAA' (BL: 36.28, LCR:
     2.32);

  -- $41.4 million class M-1 affirmed at 'AA+' (BL: 33.84, LCR:
     2.17);

  -- $38.6 million class M-2 affirmed at 'AA' (BL: 30.68, LCR:
     1.96);

  -- $22.4 million class M-3 affirmed at 'AA' (BL: 28.09, LCR:
     1.80);

  -- $20.1 million class M-4 affirmed at 'A+' (BL: 25.76, LCR:
     1.65);

  -- $19 million class M-5 affirmed at 'A' (BL: 23.57, LCR:
     1.51);

  -- $17.3 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     21.55, LCR: 1.38);

  -- $17.3 million class B-1 downgraded to 'BBB' from 'BBB+' (BL:
     19.51, LCR: 1.25);

  -- $15.6 million class B-2 downgraded to 'BBB-' from 'BBB' (BL:
     17.44, LCR: 1.12);

  -- $12.3 million class B-3 downgraded to 'BB' from 'BBB' (BL:
     15.96, LCR: 1.02).

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 18.69%;
  -- Realized Losses to date (% of original balance): 0.76%;
  -- Expected Remaining Losses (% of Current Balance): 15.62%;
  -- Cumulative Expected Losses (% of Original Balance): 12.64%.

Morgan Stanley IXIS Real Estate Capital Trust 2006-1

  -- $710.8 million class A affirmed at 'AAA' (BL: 33.81, LCR:
     2.34);

  -- $47.5 million class M-1 affirmed at 'AA+' (BL: 31.74, LCR:
     2.20);

  -- $43.7 million class M-2 affirmed at 'AA' (BL: 28.80, LCR:
     1.99);

  -- $25.7 million class M-3 affirmed at 'AA-' (BL: 26.86, LCR:
     1.86);

  -- $23.1 million class M-4 affirmed at 'A+' (BL: 24.55, LCR:
     1.70);

  -- $21.8 million class M-5 affirmed at 'A' (BL: 22.37, LCR:
     1.55);

  -- $21.2 million class M-6 affirmed at 'A-' (BL: 20.23, LCR:
     1.40);

  -- $19.2 million class B-1 downgraded to 'BBB' from 'BBB+' (BL:
     18.16, LCR: 1.26);

  -- $18.6 million class B-2 downgraded to 'BBB-' from 'BBB' (BL:
     16.06, LCR: 1.11);

  -- $14.1 million class B-3 downgraded to 'BB' from 'BBB-' (BL:
     14.60, LCR: 1.01).

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 19.56%;
  -- Realized Losses to date (% of original balance): 0.51%;
  -- Expected Remaining Losses (% of Current Balance): 14.46%;
  -- Cumulative Expected Losses (% of Original Balance): 11.63%.


MORGAN STANLEY: Stable Performance Cues S&P to Hold Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Inc.'s series 1999-CAM1.  Concurrently,
S&P affirmed its ratings on seven other classes from the same
transaction.
     
The raised and affirmed ratings reflect the stable performance of
the seasoned pool and credit enhancement levels that provide
adequate support through various stress scenarios.
     
As of the July 16, 2007, remittance report, the collateral pool
consisted of 70 loans with an aggregate principal balance of
$240.2 million, down from 152 loans with a balance of
$806.5 million at issuance.  The master servicer, KeyBank Real
Estate Capital, provided primarily year-end 2006 and interim 2006
financial information for 98% of the pool.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.55x, up from 1.41x at issuance.  All of the
loans are current in their respective debt service payments, and
no loans are with the special servicer.  To date, the trust has
experienced four losses totaling $9.2 million.
     
The top 10 exposures have an aggregate outstanding balance of
$98.1 million (41%).  The weighted average DSC for the top 10
exposures is 1.49x, up from 1.33x at issuance.  Despite the
increase in DSC, three of the top 10 loans are on the servicer's
watchlist and are discussed below.  Standard & Poor's reviewed
property inspections provided by the master servicer for the
properties securing the top 10 exposures, and all were
characterized as "good."
     
KeyBank reported a watchlist with an aggregate outstanding balance
of $52.4 million (22%) consisting of 13 loans, including the
fourth-, fifth-, and eighth-largest loans in the pool, which were
placed on the watchlist because of low DSCs.  The fourth-largest
loan ($9.7 million, 4%) in the pool is secured by Ram's Village
Apartments, a multifamily property in Fort Collins, Colorado.  The
year-end 2006 DSC was 0.67x, and occupancy was 59% as of Aug. 17,
2006.
     
Mid Rivers Shopping Center, the fifth-largest loan ($9.6 million,
4%) in the pool, is secured by a 190,640-sq.-ft. retail center in
St. Peters, Missouri.  The year-end 2006 DSC for this property was
0.93x, and the property was 83% occupied as of the same period.
     
Stoneridge II Office Building, the eighth-largest loan
($7.6 million, 3%) in the pool, is secured by an 84,434-sq.-ft.
office property in Bloomfield Hills, Mich.  The loan's year-end
2006 DSC was 1.49x, and the property was 71% occupied as of
March 31, 2007.
     
Standard & Poor's stressed the loans on the servicer's watchlist,
along with other loans with credit issues, as part of its pool
analysis.  The resultant credit enhancement levels support the
raised and affirmed ratings.
    

                           Ratings Raised
   
                    Morgan Stanley Capital I Inc.
            Commercial mortgage pass-through certificates
                          series 1999-CAM1

                        Rating
                        ------
              Class   To      From     Credit enhancement
              -----   --      ----      ----------------
              E       AAA     AA-           26.37%
              F       AA+     A+            23.01%
              G       AA-     BBB+          17.14%
              H       A-      BBB-          11.26%
    
                          Ratings Affirmed
    
                    Morgan Stanley Capital I Inc.
           Commercial mortgage pass-through certificates
                          series 1999-CAM1

                Class   Rating   Credit enhancement
                -----   ------   ------------------
                A-4     AAA           61.62%
                B       AAA           50.71%
                C       AAA           39.80%
                D       AAA           34.76%
                J       BB+            8.75%
                K       BB-            5.39%
                X       AAA             N/A
   

                        N/A — Not applicable.


MYRTLECREST RESIDENTIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Myrtlecrest Residential Care Home, LLC
        2802 McCords Ferry Road
        Eastover, SC 29044

Bankruptcy Case No.: 07-04094

Chapter 11 Petition Date: August 2, 2007

Court: District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Carol M. Elliott, Esq.
                  1513 Leesburg Road
                  Columbia, SC 29209
                  Tel: (803) 783-4800
                  Fax: (803) 783-6005

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's List of its Largest Unsecured Creditor:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
50 Second Injury Fund          3rd Party Workers'        $12,000
Winthrop Building              Compensation Claim
Suite 119
220 Executive Center
Columbia, South Carolina 29210


N-STAR REAL: Fitch Lifts Rating on $15 Mil. Class D Notes to BB+
----------------------------------------------------------------
Fitch upgrades six classes and affirms three classes of the notes
issued by N-Star Real Estate CDO II Ltd, a subsidiary of NorthStar
Realty Finance Corp. as:

  -- $185,784,142 Class A-1 Notes affirmed at 'AAA';
  -- $42,000,000 Class A-2A Notes affirmed at 'AAA';
  -- $15,000,000 Class A-2B Notes affirmed at 'AAA';
  -- $12,000,000 Class B-1 Notes upgrade to 'AAA' from 'AA+';
  -- $14,500,000 Class B-2 Notes upgraded to 'AAA' from 'AA-';
  -- $24,000,000 Class C-1 Notes upgraded to 'AA+' from 'A+';
  -- $6,000,000 Class C-2A Notes upgraded to 'A+' from 'A-';
  -- $16,000,000 Class C-2B Notes upgraded to 'A+' from 'A-';
  -- $15,000,000 Class D Notes upgraded to 'BB+' from 'BB'.

N-Star II is a collateralized debt obligation, which closed
July 1, 2004.  The portfolio consists of 70.25% commercial
mortgage-backed securities, 24.09% senior unsecured real estate
investment trust securities and 5.66% collateralized debt
obligations.  NS Advisors, LLC (rated 'CAM2' by Fitch), a
subsidiary of NorthStar Realty Finance Corp. selected the initial
collateral and serves as the collateral administrator.

The upgrades of classes B1, B2, C-1, C-2A, C2-B and D notes is
driven primarily by the improved credit quality, seasoning of the
collateral, and deleveraging of the transaction.  Since Fitch's
last review, approximately 31% of the portfolio has been upgraded.  
The Fitch weighted average rating factor of the portfolio has
improved to 4.86 ('BBB'/'BBB-'), as of July 2007 trustee report
from 5.94 ('BBB'/'BBB-'), at last review and from 7.34
('BBB-'/'BB+') at close in 2004.  The collateral has a maximum
Fitch WARF of 7.75 ('BBB-'/'BB+').

The portfolio has also benefited from another year of seasoning.  
The CMBS collateral, which makes up approximately 70% of the total
portfolio, is well diversified and seasoned.  The vintage ranges
from 1997 to 2004.  There are currently no defaulted assets in the
portfolio.  To date, approximately $50.2 million of class A-1
notes has been redeemed with approximately 78.7% of the original
class A-1 note balance currently outstanding.  Each of the four
overcollateralization and interest coverage ratios has remained
stable since inception.

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

The ratings of the classes A-1, A-2A, and A-2B notes address the
likelihood that investors will receive timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the June 2039 maturity date.  The ratings of
the classes B-1, B-2, the C-1, C-2A, C-2B, and D notes address the
likelihood that investors will receive ultimate interest payments,
as per the governing documents, as well as the aggregate principal
amount by the June 2039 maturity date.


NEW CENTURY: Fitch Lowers Rating on $15MM Class M-9 Certs. to BB
----------------------------------------------------------------
Fitch Ratings has taken rating actions on New Century Mortgage
Corporation's mortgage pass-through certificates.  Affirmations
total $886.9 million and downgrades total $68.3 million.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Series 2006-1

  -- $712.7 million class A affirmed at 'AAA' (BL: 33.47, LCR:
     2.63);

  -- $54 million class M-1 affirmed at 'AA+' (BL: 30.68, LCR:
     2.41);

  -- $48.5 million class M-2 affirmed at 'AA' (BL: 26.85, LCR:
     2.11);

  -- $26 million class M-3 affirmed at 'AA-' (BL: 24.30, LCR:
     1.91);

  -- $23.2 million class M-4 affirmed at 'A+' (BL: 22.02, LCR:
     1.73);

  -- $22.5 million class M-5 affirmed at 'A' (BL: 19.80, LCR:
     1.56);

  -- $21.2 million class M-6 downgraded to 'BBB+' from 'A-'(BL:
     17.64, LCR: 1.39);

  -- $18.4 million class M-7 downgraded to 'BBB' from 'BBB+'(BL:
     15.68, LCR: 1.23);

  -- $13.7 million class M-8 downgraded to 'BBB-' from 'BBB'(BL:
     14.22, LCR: 1.12);

  -- $15 million class M-9 downgraded to 'BB' from 'BBB-'(BL:
     12.77, LCR: 1.00).

Deal Summary:

  -- Originators: New Century (100%);

  -- 60+ day Delinquency: 16.92%;

  -- Realized Losses to date (% of Original balance): 0.30%;

  -- Expected Remaining Losses (% of Current Balance): 12.72%;

  -- Cumulative Expected Losses (% of Original Balance): 9.55%.

  -- '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' (Aug. 1, 2007).


NORTEL NETWORKS: Posts $37 Million Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Nortel Networks Corp. reported on Thursday its results for the
second quarter ended June 30, 2007.

The company reported a net loss of $37 million in the second
quarter of 2007, compared with net income of $342 million for the
same period last a year ago.  

The net loss of $37 million in the quarter ended June 30, 2007,
included special charges of $36 million for restructuring, a
$35 million provision related to ongoing discussions with the SEC,
a gain of $69 million due to favourable effects of changes in
foreign exchange rates and a gain of $10 million on the sale of
assets.  

The net earnings in the second quarter of 2006 of $342 million
included a shareholder litigation recovery of $510 million
reflecting a mark-to-market adjustment of the share portion of the
global class action settlement, special charges of $49 million for
restructuring and a loss of $12 million on the sale of assets.  

"Good progress is being made in our effort to reshape Nortel to
deliver sustained value to shareholders.  On balance, the key
indicators of our financial health moved in a positive direction
in the quarter," said Nortel president and chief executive officer  
Mike Zafirovski.  "Gross margin of 41.1% was the highest in eight
quarters and the operating margin expanded significantly on a
year-over-year basis for the fourth consecutive quarter.  Revenues
were down 8% this quarter, principally as a result of the UMTS
divestiture and the timing of contract completion.  Revenues were
up 3% sequentially and we are confident that the traction we are
seeing with customers will translate into much higher sequential
growth for the remainder of the year."

Revenues were $2.56 billion for the second quarter of 2007
compared to $2.78 billion for the second quarter of 2006.  

Deferred revenues decreased sequentially by $29 million from the
first quarter of 2007.  Order input for the quarter was
$2.68 billion, down from $2.81 billion in the second quarter of
2006 (note that second quarter of 2006 UMTS Access orders
associated with the assets sold were approximately $184 million),
and up from $2.59 billion in the first quarter of 2007.

Carrier Networks (CN) revenues in the second quarter of 2007 were
$1.06 billion, a decrease of 16% compared with the year-ago
quarter and an increase of 5% sequentially.  In the second  
quarter, CN revenues were impacted by the UMTS Access divestiture
and decreases in legacy products, partially offset by growth in
VoIP and GSM compared with the year-ago quarter.  Excluding the
impact of the UMTS Access divestiture, CN revenues decreased by 5%
in the second quarter of 2007 compared with the year-ago quarter.

Enterprise Solutions (ES) revenues in the second quarter of 2007
were $590 million, an increase of 23% compared with the year-ago
quarter and a decrease of 1% sequentially.  ES recorded the fourth
consecutive quarter of year over year growth, driven by strong
increases in the voice, data and applications businesses, which
was positively impacted by the timing of contract completions.

Global Services (GS) revenues in the second quarter of 2007 were
$494 million, a decrease of 9% compared with the year-ago quarter,
and an increase of 10% sequentially.  The year over year decrease
was largely due to a decrease in network implementation services
primarily due to the UMTS Access divestiture and lower GSM  
services revenues, partially offset by growth in network  
management and support services.  Excluding the impact of the UMTS
Access divestiture, GS revenues decreased by 3% in the second
quarter of 2007 compared with the year-ago quarter.

Metro Ethernet Networks (MEN) revenues in the second quarter of
2007 were $363 million, a decrease of 16% compared with the year-
ago quarter and a decrease of 3% sequentially.  The year over year
decrease in revenues was primarily due to decreases in long-haul
optical revenues not repeated in the second quarter of 2007 (due
to the completion of large optical contracts in the second quarter
of 2006) and in legacy data, partially offset by increases in
metro optical and carrier ethernet revenues.

Cash balance at the end of the second quarter of 2007 was
$4.47 billion, down slightly from $4.56 billion at the end of the
first quarter of 2007.  This decrease was primarily driven by a
cash outflow from operations of $120 million.  The cash balance
includes net proceeds from the $1.15 billion convertible notes
offering in March 2007.  In September 2007, Nortel will redeem, at
par, $1.125 billion principal amount of 4.25% convertible notes
plus accrued and unpaid interest.

                    Regulatory Investigations

As previously announced, in May 2007 the Ontario Securities
Commission (OSC) approved a Settlement Agreement reached by the
Staff of the OSC and Nortel, which settlement fully resolved all
issues between Nortel and the OSC.  The decision recognized the
extensive efforts made by Nortel's senior management and Board of
Directors to be forthcoming and transparent in reporting
significant accounting and internal control issues, and then
solving them.

Nortel has been under investigation by the SEC since April 2004 in
connection with previous restatements of its financial statements.  
As a result of discussions with the Enforcement Staff of the SEC
for purposes of resolving the investigation, Nortel concluded that
a reserve should be provided.  Accordingly, an accrual was
recorded in the second quarter of 2007 in the amount of
$35 million, which Nortel believes represents its current best
estimate for the liability associated with this matter.  However,
this matter is ongoing and the ultimate outcome is still
uncertain.

                             Outlook

Commenting on the company's financial expectations, David
Drinkwater, interim chief financial officer, Nortel said, "For the
full year 2007, we continue to expect revenues to be flat to down
slightly compared to 2006, reflecting a decrease in revenues as a
result of the UMTS Access disposition (note that 2006 UMTS Access
revenues associated with the assets sold were approximately
$660 million).  We continue to expect full year 2007 gross margin
to be in the low 40's, as a percentage of revenues, and we now
expect operating margin to be around 5 percent, of revenues).  For
the third quarter of 2007, we expect revenues to be down in the
mid single digits compared to the year ago quarter (note that
third quarter 2006 UMTS Access revenues associated with the assets
sold were approximately $156 million).  We expect third quarter
2007 gross margin to be around 40, as a percentage of revenue, and
operating expenses (SG&A and R&D) to be down slightly, compared to
the year ago quarter."

At June 30, 2007, the company's consolidated balance sheet showed
$18.95 billion in total assets, $15.35 billion in total
liabilities, $788 million in minority interests in subsidiary
companies, and $2.81 billion in total stockholders' equity.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation  
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology      
solutions encompassing end-to-end broadband, Voice over IP,  
multimedia services and applications, and wireless broadband  
designed to help people solve the world's greatest challenges.  
Nortel Networks Limited is the principal direct operating  
subsidiary of Nortel Networks Corporation.

Nortel does business in more than 150 countries around the world.

                          *     *     *

On March 27, 2007, Moody's Investors Service affirmed Nortel  
Networks' existing ratings, including its B3 corporate family  
rating, and assigned a B3 rating to the proposed US$1 billion  
convertible senior unsecured notes offering.  Moody's said the
outlook remains stable.


NORTHWEST AIRLINES: Inks Pact with ALPA on Contract Improvements
----------------------------------------------------------------
Northwest Airlines Corp. and negotiators for the Air Line Pilots
Association have reached a tentative agreement on a variety of
contract issues and pilot work rules.  The tentative agreement,
the product of a collaborative process between the union and NWA,
is subject to ratification by the Northwest ALPA Master Executive
Council.

“This is an important part of our efforts to achieve operational
reliability,” Doug Steenland, Northwest Airlines president and
CEO, said.  “I’m pleased that we’ve been able to work
collaboratively with ALPA on these contract improvements and that
both parties share a commitment to caring for our customers.”

In broad outline, the airline obtained contractual changes on
several work rules pertaining to international flying as well as
the settlement of outstanding grievances in exchange for the
reinstatement of premium pay of 50% for all pilots, for any flying
over 80 hours, effective Aug. 1, 2007.

Summer Reliability Incentive Program

The company is implementing a Summer Reliability Incentive Program
under which all contract employees, including pilots if the
proposal is ratified by the MEC, who achieve perfect attendance
from August 4 through September 3, inclusive, will receive
incentive pay equal to 15% of eligible earnings up to $1000.

“We are committed to delivering a reliable, convenient product for
our customers,” Steenland said. “We believe these steps will
provide additional support for our operation during the month of
August and beyond.”

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.
When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.

                          *     *     *

As reported in the Troubled Company Reporter on June 12, 2007,
Standard & Poor's Ratings Services raised its ratings on certain
enhanced equipment trust certificates of Northwest Airlines Inc.
(B+/Stable/--) and removed the ratings from CreditWatch.

Certain other ratings were withdrawn or remain on CreditWatch, and
ratings of 'AAA' rated, insured EETCs, which were not on
CreditWatch, were affirmed.

As reported in the Troubled Company Reporter on June 4, 2007,  
Standard & Poor's Ratings Services raised its ratings on Northwest
Airlines Corp. and its Northwest Airlines Inc. subsidiary,
including raising the long-term corporate credit ratings on both
entities to 'B+' from 'D', following their emergence from Chapter
11 bankruptcy proceedings.  The rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating, to
Northwest Airlines Inc.'s $1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.


NORTHWEST SUBURBAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Northwest Suburban Community Hospital, Inc.
        135 South Prospect Street
        Ypsilanti, MI 48198

Bankruptcy Case No.: 07-11018

Type of business: The Debtor owns and operates of a 55-bed
                  hospital.

Chapter 11 Petition Date: July 31, 2007

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Derek C. Abbott, Esq.
                  Thomas F. Driscoll, Esq.
                  Morris, Nichols, Arsht & Tunnell, L.L.P.
                  1201 North Market Street
                  Wilmington, DE 19801
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989

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
   ------                      ---------------       ------------
Blue Cross Blue Shield of      purported setoff        $7,228,743
Illinois                       rights related
Corporate Recoveries           to alleged claimed
Mail Code 0410                 overpayment(s)
P.O. Box 366
Detroit, MI 48231-0366

Illinois Department of         purported tax           $1,584,000
Healthcare and Family          assessment
Services                       liability
201 South Grand Avenue
East
Springfield, IL 61008

Bonwell Qualified Settlement   lawsuit settlement        $202,601
Attention: Brian E.
DeVilling
Clausen Miller, P.C.
10 South LaSalle Street
Chicago, IL 60603-1098

Cassidy Schade & Gloor,        legal services             $81,832
L.L.P.

Boone County Treasurer         real property taxes        $75,088

National Emergency Services                               $37,633

Jorgensen, Richard A.          services                   $12,600

Purcell Wardrope               legal services              $5,350

Office Depot, Inc.             trade debt                  $4,642

Audio Engineering, Inc.        trade debt                  $4,505

College of American            services                    $4,271
Pathologists

Gallano, John                  trade debt                  $4,265

Aspect Medical Systems, Inc.   trade debt                  $4,140

Ecolab                         trade debt                  $3,245

Rockford Association of        services                    $3,000
Pathologists

Immucor, Inc.                  trade debt                  $2,980

Smiths Medical A.S.D., Inc.    trade debt                  $2,938

Allergan                       trade debt                  $2,806

Mayer Brown Rowe & Maw,        legal services              $2,731
L.L.P.

Grainger                       trade debt                  $2,653


OMNICARE INC: Earns $49.2 Million in Quarter Ended June 30
----------------------------------------------------------
Omnicare Inc. reported net income of $49.2 million for the second
quarter ended June 30, 2007, compared with $8.4 million for the
second quarter ended June 30, 2006.

Second quarter 2007 sales were $1.5 billion as compared with
second quarter 2006 sales of $1.6 billion.

Financial results for the six months ended June 30, 2007, include
net income of $92.2 million as compared with $61.6 million for the
six months ended June 30, 2006, and sales of $3.1 billion for the
six months ended June 30, 2007, as compared with $3.3 billion for
the six months ended June 30, 2006.

Results for both the second quarter of 2007 and 2006 include
special items of $20.2 million pretax and $86.7 million pretax,
respectively.  Adjusting for these special items, results for the
quarter ended June 30, 2007, and 2006, respectively, were adjusted
net income of $61.6 million as compared to $82.1 million.

The second quarter 2007 results were also impacted by a higher tax
rate owing primarily to certain state income tax changes,
including new tax legislation, during the second quarter of 2007.

Moreover, the results for the second quarter of 2007 and 2006 are
impacted by the unilateral reduction by UnitedHealth Group Inc.
and its affiliates in the reimbursement rates paid by United to
Omnicare by switching to its PacifiCare pharmacy network contract
for services rendered by Omnicare to beneficiaries of United's
drug benefit plans under the Medicare Part D program.  The
differential in rates that resulted from United's actions reduced
sales and operating profit in the second quarter 2007 and 2006 by
about $32.3 million pretax, and $22 million pretax, respectively.

For the six months ended June 30, 2007 and 2006, the differential
in rates has impacted sales and operating profit by about
$62.8 million pretax, and $22 million pretax, respectively.  The
cumulative impact of United's unilateral reduction in
reimbursement beginning in April of 2006 has impacted sales and
operating profit by about $131.1 million pretax.  This matter is
currently the subject of litigation initiated by Omnicare and is
before the federal court in the Northern District of Illinois.

                        Financial Position

Total assets were $7.4 billion, total liabilities were $4.2
billion, and total stockholders' equity were $3.2 billion as of
June 30, 2007.  Cash flow from operations for the quarter ended
June 30, 2007 was $61.1 million versus $45.3 million in the
comparable prior-year quarter.

During the second quarter of 2007, the company repaid $50 million
in debt and at June 30, 2007 had $165.6 million in cash on its
balance sheet. Its total debt to total capital at June 30, 2007
was 46.9%, down about 325 basis points from June 30, 2006.

                      Management's Comments

Commenting on the results, Joel F. Gemunder, Omnicare's president
and chief executive officer, said "Coming off the difficult first
quarter of 2007, Omnicare's results for the second quarter reflect
what, we believe, is a stabilizing of the trends we saw earlier in
the year.  Measured progress has been made in a number of key
areas and, despite a lower number of beds served, our overall
gross margin improved to its highest level in three years.  
Importantly, the continued shift toward generic drugs reduced
costs for the Company as well as favorably impacting payors.  
Moreover, progress was made in reducing our drug acquisition costs
as well as temporary labor expenses.  Our CRO business also saw
substantial improvement during the second quarter of 2007 on both
a sequential, as well as year-over-year basis. Then too, cash flow
remained strong, allowing us to reduce debt as well as fund
attractive acquisition opportunities."

                         Omnicare Outlook

"It is clear that our entire industry – from payors to providers –
is still navigating through the complexities brought about by the
continued evolution of the Medicare Drug Benefit. We remain
committed to working through these challenges toward an efficient
operating system that truly provides seniors the pharmaceutical
care they need and deserve," said Mr. Gemunder.

"As 2007 unfolds, we continue to view the year as a building year,
one in which we work to resolve prior challenges and move ahead
with those activities that enhance shareholder value.  We have
seen some stabilization in the trends that impacted our first
quarter results and we remain committed to making further progress
toward reinvigorating our growth and improving profitability.  
However, given where we are today in the process and timing issues
around certain of our initiatives, we now expect diluted earnings
per share to be in the range of $2.15 to $2.20 for 2007.  Our
operating cash flow guidance has been raised to $375 million to
$425 million for the full year 2007.

"Longer term, we believe the fundamentals in our business remain
intact.  Given demographics, coupled with the long-term trends we
see and the ongoing implementation of initiatives such as the
Omnicare Full Potential Plan, we continue to believe that our
strategies are appropriate and that our scale will position us
uniquely within our industry to generate longer-term growth."

                       About Omnicare Inc.

Headquartered in Covington, Kentucky, Omnicare Inc. (NYSE: OCR)
-- http://www.omnicare.com/-- provides pharmaceutical care for     
the elderly.  Omnicare serves residents in long-term care
facilities and other chronic care settings comprising
approximately 1.4 million beds in 47 states, the District of
Columbia and Canada.  Omnicare is the largest U.S. provider of
professional pharmacy, related consulting and data management
services for skilled nursing, assisted living and other
institutional healthcare providers as well as for hospice patients
in homecare and other settings.  Omnicare's pharmacy services also
include distribution and patient assistance services for specialty
pharmaceuticals.  Omnicare offers clinical research services for
the pharmaceutical and biotechnology industries in 30 countries
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Moody's Investors Service lowered the Speculative Grade Liquidity
rating of Omnicare, Inc to SGL-2 from SGL-1.  Moody's believes
that as a result of lower than expected cash flow and the
potential need for Omnicare to draw on external facilities to fund
extraordinary items, the company's liquidity is more weakly
positioned than before.

Omnicare's Corporate Family Rating is Ba3 with a negative outlook.


OSAGE EXPLORATION: Posts $257,453 Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Osage Exploration and Development Inc. reported a net loss of
$257,453 for the second quarter ended June 30, 2007, compared with
a net loss of $226,549 for the same period a year ago.

Revenues from oil sales were $92,443, an increase of $60,236, or
187.0%, in the quarter ended June 30, 2007, compared to $32,207 of
revenues in the quarter ended March 31, 2006.

The increase in net loss primarily reflects the increase in
interest expenses.

Loss from operations was $107,226 and $205,785 for the quarter
ended June 30, 2007, and June 30, 2006, respectively.

Interest expense was $154,282 and $21,745 in the quarter ended
June 30, 2007 and June 30, 2006, respectively.

At June 30, 2007, the company's consolidated balance sheet showed
$1.7 million in total assets, $365,247 in total liabilities, and
$1.3 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?21fe

                        Going Concern Doubt

Goldman & Parks, in Tarzana, Calif., expressed substantial doubt
about Osage Exploration and Development Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.  
The auditing firm pointed to the company's recurring losses from
operations and accumulated deficit of $648,166 as of Dec. 31,
2006.

                      About Osage Exploration

Osage Exploration and Development Inc. (Other OTC: OEDV.PK) --
engages in the acquisition, development, exploration, and
production of oil and natural gas in the United States.  It holds
100% working interests in the Hopper and Osage leases in Osage
County, Oklahoma; 85% of the working interest in a gas property in
Hansford County, Texas.  The company was formerly known as Osage
Energy Corporation and changed its name to Osage Exploration and
Development Inc. in July 2007.  Osage Exploration and Development
Inc. is based in La Jolla, California.


OWNIT MORTGAGE: Disclosure Statement Hearing Scheduled on Sept. 9
-----------------------------------------------------------------
The Honorable Kathleen Thompson of the U.S. Bankruptcy Court for
the Central District of California will convene a hearing on
Sept. 6, 2007, 2:00 p.m., at Courtroom 1339, 255 E. Temple St., in
Los Angeles, to consider the adequacy of the Disclosures Statement
explaining OWNIT Mortgage Solution Inc's Chapter 11 Plan of
Liquidaiton.

                       Overview of the Plan

The Plan contemplates the transfer o the Debtor's assets,
including all causes of action, to OWNIT Liquidating Trust,
which will liquidate the assets, and distribute the proceeds
to the Debtor's creditors.

                        Treatment of Claims

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

After the effective date, holders of Secured Claims will receive,
either:

   a. the collateral of the holder's interest;

   b. proceeds from the sale of the collateral;

   c. cash in the amount of its secured claim; or

   d. other distribution or treatment.

Priority Non-Tax Claims, totaling $4,100,00, will be paid in full
on the effective date.

After the effective date, holders of General Unsecured Claims,
totaling $116,300,000, will receive on account of their respective
allowed claim under the Plan.

Under the Pan, each holder of Subordinated General Unsecured Claim
will also receive on account of their respective allowed claim
until all General Unsecured Claims has been paid.

Equity Interest Claims will be deemed cancelled under the Plan.

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Ira D. Kharasch, Esq.,
Linda F. Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represent the Debtor.  Stutman, Treister & Glatt represents
the Official Committee of Unsecured Creditors.  The Debtor's
schedules show total assets of $697,550,849 and total liabilities
of $819,131,179.


PIEDMONT HAWTHORNE: DAE Deal Cues S&P to Withdraw Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on Piedmont Hawthorne Holdings
Inc.  The ratings were also removed from CreditWatch, where they
were placed with negative implications on March 22,
2007.
      
"The ratings action follows the announcement . . . that DAE
Aviation Holdings Inc. completed its acquisition of the company
and that all rated debt has been repaid," said Standard & Poor's
credit analyst Christopher DeNicolo.  As part of the transaction,
DAE Aviation also acquired Standard Aero Holdings Inc., for a
total consideration for both companies of $1.9 billion.


PAIVIS CORP: To Acquire Detroit Phone's Stake for Cash and Stock
----------------------------------------------------------------
Paivis Corp. has entered into a Letter of Intent with Detroit
Phone Cards Inc., a private eastern-based United States
corporation that generates approximately $30,000,000 in revenue to
acquire 100% of its outstanding stock.  The transaction is subject
to due diligence, the usual and customary conditions, and entering
into a definitive agreement.  In accordance with the terms of the
LOI, Paivis would purchase 100% of the outstanding shares of its
stock in exchange for stock and cash.

The target acquisition company generates approximately $6,000,000
annually in prepaid cellular phone revenue.  The balance of
revenue, approximately $24,000,000, is from the sale of prepaid
long distance cards.

The company expects that upon closing this acquisition will add
earnings to the company's income statement.  Paivis management
anticipates this acquisition will improve its infrastructure and
therefore provide costs savings and eventually increase margins.

"We are excited about joining the Paivis team and look forward to
getting the Definitive Agreement signed,” Rami Chahine, president
and chief executive officer of Detroit Phone Cards Inc., said.

"We are excited about all of our acquisition prospects, but this
particular acquisition puts us into the prepaid cellular service
business, which gives a high margin business line to expand upon
and increase our potential for quality earnings,” Gregory L.
Bauer, president and chief executive officer of Paivis, said.  
''The combination with this business also expands our revenue base
in the prepaid card business and brings additional infrastructure
that will develop certain positive economies of scale.  We look
forward to completing this transaction and providing more growth
and value to our shareholders."

The executed LOI stipulates that the parties will work in good
faith to execute a definitive agreement soon as possible, the
purchase price will be a combination of stock and cash final terms
will be disclosed in the definitive agreement.  Paivis has also
agreed to provide working capital financing as part of the
transaction.

                        About Paivis Corp.

Headquartered in Atlanta, Georgia, Paivis Corp. (OTC BB: PAVC.OB)
-- http://www.paivis.com/-- is a facility-based wholesale  
telecommunications carrier that delivers many application/value-
added services within the prepaid services space.  The company
operates and maintains a switching facility, offering over 16,000
ports with connectivity to most of the tier 1 carriers in the US
and manages an extensive international (A-Z) network.  In addition
to the wholesale business, Paivis maintains a large retail
distribution network for direct to consumer services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 7, 2007,  
Jaspers+Hall PC, in Denver, Colorado, expressed substantial doubt
about Paivis Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Sept. 30, 2006.  The auditing firm pointed to the
company's recurring losses and its difficulties in generating
sufficient cash flow to meet its obligations and sustain its
operation.


POLY-PACIFIC: Completes $261,050 2nd Tranche of Private Placement
-----------------------------------------------------------------
Poly-Pacific International Inc. has closed $261,050 in the second
and final tranche of a non-brokered private placement consisting
of 1,450,277 units at a subscription price of $0.18 per Unit,
subject to regulatory approval.  Each Unit consists of one common
share and one common share purchase warrant.

The Warrants are exercisable at a price of $0.30 per common share
during the first year after the date of closing and at $0.40 per
common share during the subsequent year.  The company raised
$603,514 on July 20, 2007, for a total of $864,564.  The
securities issued under this private placement are subject to a
four-month hold period.

The company paid Finder's Fees of $18,540 to arm's length parties
in connection with the second closing of the placement.  The
proceeds of this private placement will be used for general
working capital purposes and to investigate other reclamation
sites in North America and perform due diligence on other related
technologies.

Poly-Pacific also intends to complete a private placement of
subordinate, unsecured, convertible debentures in the aggregate
principal amount of $300,000.  The Debentures will mature and be
due and payable on the date that is six months from the closing
date.

The principal amount of the Debentures will be convertible into
units of the company at the conversion price of $0.31 per
Debenture Unit, each Debenture Unit consisting of one common share
of the company and one common share purchase warrant, with each
Debenture Warrant entitling the holder thereof to purchase one
common share for a price of $0.35 per share until two years from
the closing date.  The principal amount of the Debentures will
bear interest at the rate of 15% per annum, calculated and paid on
the maturity date.

The Debentures and any securities issued upon the conversion of
the Debentures will be subject to a four month hold period.  Poly-
Pacific intends to use the proceeds from the Debentures to perform
due diligence on the McAdoo Landfill site granted under the access
agreement, and for general working capital.  The private placement
is subject to the approval of the TSX Venture Exchange.

Poly-Pacific is actively developing its business model to include
the reclamation of industrial polymer fiber throughout North
American landfill sites.  

               About Poly-Pacific International Inc.

Based in Edmonton, Alberta, Poly-Pacific International Inc. -
http://www.poly-pacific.com/-- (TSX: PMB.V)  
(OTCBB:PLYPF)(BERLIN:A0LGDN)(FRANKFURT:POZ) manufactures a  
line of plastic media blasting for commercial and industrial
applications including paint stripping, coating removal, surface
preparation and conditioning.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 10, 2007,
Collins Barrow Edmonton LLP, in Edmonton, Alberta, raised
substantial doubt about Poly-Pacific International Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the years ended Dec. 31, 2006, and 2005.  
The auditor pointed to the company's recurring losses from
operations and net working capital deficiency.


PRIMEDIA INC: S&P Lifts Rating to BB- and Removes Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on PRIMEDIA Inc. to 'BB-' from 'B', and removed all ratings
from CreditWatch.  Ratings were originally placed on CreditWatch
with negative implications on Oct. 25, 2005, based on PRIMEDIA's
announcement that it was selling its specialty magazine business.  
A revision of CreditWatch implications to positive on June 29,
2007, recognized that PRIMEDIA planned to use proceeds from this
sale to retire its existing debt.  The outlook is stable.
     
"The upgrade reflects the completed sale of the Enthusiast Media
segment and PRIMEDIA's subsequent recapitalization," said Standard
& Poor's credit analyst Michael Altberg.
     
S&P expect that the roughly $1.1 billion in net proceeds from the
sale, along with PRIMEDIA's proposed $350 million senior secured
credit facilities and cash on hand, will be used to repay all of
the company's existing debt and accrued interest, and to fund a
$96 million shareholder dividend.  Pro forma for the proposed
transaction, total debt outstanding was $250 million as of
March 31, 2007.
     
The ratings on PRIMEDIA reflect its remaining publications'
exposure to rental occupancy rates and new construction in the
apartment real estate sector, risks from the migration of real
estate advertising to the Internet, and the company's narrower
business base following the sale of its specialty magazine
business.  These factors are only partially offset by the
company's established position within the consumer rental and home
sale guides publishing segment, its good geographic diversity and
population reach through its proprietary distribution network, and
its low debt leverage and strong credit measures following its
refinancing.


QUANTUM CORP: Posts $22.6 Million Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Quantum Corp. announced on Wednesday its results for the fiscal
first quarter ended June 30, 2007.

The company reported a GAAP net loss of $22.6 million for the
first quarter of fiscal 2008, compared to a net loss of
$3.6 million in the first quarter of fiscal 2007.  The
$22.6 million net loss in the first quarter of fiscal 2008
reflected a number of major expense items totaling $28 million,
much of which was also driven by the ADIC acquisition: $13 million
in amortization of intangibles, $12 million in restructuring and
other transition expenses related to the acquisition, and
$3 million in stock-based compensation charges.  Revenue for the
first quarter of fiscal 2008 was $246 million.  This represented a
32% increase over the same quarter last year, largely resulting
from Quantum's acquisition of Advanced Digital Information Corp.
(ADIC) in August 2006.

One of the highlights of the June quarter was Quantum's gross
margin results.  The company's GAAP gross margin rate was 31.8%, a
significant increase over the 27.9% rate in the same quarter last
year and its best performance in three years.  Operating expenses
were $92 million, up from $55 million in the first quarter of
fiscal 2007 primarily as a result of the ADIC acquisition.

"It has been just under a year since we completed the ADIC
acquisition, and we are very pleased with what we have been able
to achieve as a combined company in this relatively short time,"
said Rick Belluzzo, chairman and chief executive officer of
Quantum.  "As in previous years, the June quarter was challenging
from a revenue standpoint, but our operating income as a
percentage of revenue over the last three quarters has been the
best we've achieved in more than five years, when amortization,
stock-based compensation and acquisition-related expenses are
excluded.  In addition, we've completed the vast majority of the
integration and strategic actions that will now allow us to focus
on growing the business by taking advantage of our expanded
opportunities."

Quantum's product revenue, which includes sales of the company's
hardware and software products and services, totaled $222 million
in the first quarter of fiscal 2008.  This represented a net
increase of $63 million over the first quarter of fiscal 2007,
with greater revenue contributions from tape automation, disk
systems and software, and services offsetting a decline in
royalties and device revenues.  Quantum continued to increase the
percentage of its product revenue coming from branded sales, which
rose to 58% in the June quarter.

Quantum had $24 million in royalty revenue for the first quarter
of fiscal 2008, down approximately $3.5 million from the same
quarter last year.

                Disk Systems and Software Momentum

In announcing its June quarter results, Quantum also highlighted
the momentum in its disk systems and software business.  The
company began shipping its DXi3500 and DXi5500 disk backup
appliances with data de-duplication and remote replication
capabilities less than six months ago, and in the last two months
alone has sold nearly twice as many units as it did in the
previous four months.  These DXi-Series products have attracted a
broad range of customers around the world -- from smaller
organizations to leading brand name companies to major  
governmental agencies -- with representation across a wide array
of industries, including telecommunications, financial services,
health care, education, technology, and consumer products.

Quantum also pointed to several competitive advantages that
position it to capitalize on the opportunities in disk-based data
protection moving forward.  Along with Quantum's global scale and
strong sales and service infrastructure, these advantages include
a large installed base of tape automation customers it can help in
transitioning to disk backup and an industry-leading tape library
portfolio the company can leverage in bundled disk-tape offerings.
Quantum is already seeing the benefits of this combination, as
roughly 20% to 25% of customers that purchase a DXi-Series unit
also buy tape at the same time.

In addition to building momentum in its disk-based backup business
over the last several months, Quantum has strengthened its
StorNext data management software portfolio.  In April, the
company introduced StorNext 3.0, which extends high performance,
resilient data sharing to local area network clients and offers
data de-duplication for archiving.  Quantum has also enhanced its
StorNext market position with HP as a global reseller and
continued to gain new enterprise customers such as Microsoft, Fox
News and the U.S. Bureau of Land Management.

At June 30, 2007, the company's consolidated balance sheet showed
$1.1 billion in total assets, $872.0 million in total liabilities,
and $238.4 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?2209

                       About Quantum Corp.

Headquatered in San Jose, California, Quantum Corp. (NYSE: QTM) --
http://www.quantum.com/-- is a global storage company   
specializing in backup, recovery and archive.  Quantum provides a
comprehensive, integrated range of disk, tape, and software
solutions supported by a world-class sales and service
organization.  The company works closely with a broad network of
resellers, OEMs and other suppliers to meet customers' evolving
data protection needs.

                           *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on San Jose, California-based Quantum Corp.  At the
same time, Standard & Poor's revised its outlook on Quantum to
positive from stable.


REABLE THERAPEUTICS: Inks $2.75/Share Merger Pact With Iomed Inc.
-----------------------------------------------------------------
ReAble Therapeutics has established a per share consideration in
accordance with the merger agreement with IOMED Inc.  IOMED
shareholders will receive from ReAble Therapeutics cash equal to
$2.75 per share in exchange for their IOMED common stock if the
merger agreement is approved by IOMED's shareholders and the other
closing conditions are satisfied or waived in accordance with the
merger agreement.

IOMED's board of directors has approved the merger agreement and
recommends that shareholders vote "for" the approval and adoption
of the merger agreement.  

A special meeting of shareholders to vote on the merger was
scheduled for Aug. 8, 2007, at 10:00 a.m. local time to be held
at:

     IOMED Headquarters
     2441 South 3850 West
     Salt Lake City, Utah.

Investors and security holders may obtain free copies of the proxy
statement, well as other filed materials containing information
about IOMED by contacting:

     Brian Mower, CFO, IOMED Inc.
     2441 South 3850
     West, Suite A
     Salt Lake City, UT 84120
     Tel (801) 975-1191
     Fax (801) 972-9072

                         About Iomed Inc.

Headquartered in Salt Lake City, Utah, IOMED Inc. (AMEX: IOX) –
http://http://www.iomed.com/-- is a diversified drug delivery  
product and technology company, focused primarily on
iontophoresis.  Iontophoresis is a technology that delivers
pharmaceuticals transdermally using electric current to ionize
drug molecules and propel them through the skin.  Iontophoresis is
used to deliver medication both locally and systemically.  

                  About ReAble Therapeutics Inc.

Headquartered in Austin, Texas, ReAble Therapeutics Inc. fka
Encore Medical Corporation -- http://www.reableinc.com/-- is a  
diversified rehabilitation and orthopedic device company, that
develops, manufactures and distributes a comprehensive range of
medical devices used by physicians, therapists, athletic trainers,
orthopedic surgeons, and other healthcare professionals to treat
patients with musculoskeletal conditions resulting from
degenerative diseases, deformities, traumatic events, and sports-
related injuries.  Through its Orthopedic Rehabilitation Division,
ReAble is a distributor of electrical stimulation and other
orthopedic products used for pain management, orthopedic
rehabilitation, physical therapy, fitness and sport performance
enhancement.

                         *     *      *

As reported in the Troubled Company Reporter on July 18, 2007,
Moody's Investors Service placed ReAble Therapeutics Inc. ratings
on review for possible downgrade.  These ratings include: B2
corporate family rating; B2 probability of default rating; and the
speculative grade liquidity rating is SGL-2.  The liquidity rating
will be reviewed upon conclusion of the proposed transactions.


RESMAE MORTGAGE: Fitch Lowers Ratings on Six Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on ResMae mortgage
pass-through certificates.  Affirmations total $446.2 million and
downgrades total $66.5 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Series 2006-1

  -- $358.7 million class A affirmed at 'AAA' (BL: 40.77, LCR:
     2.35);

  -- $29.1 million class M-1 affirmed at 'AA+' (BL: 38.00, LCR:
     2.19);

  -- $26.9 million class M-2 affirmed at 'AA' (BL: 33.67, LCR:
     1.94);

  -- $16.4 million class M-3 affirmed at 'AA-' (BL: 30.70, LCR:
     1.77);

  -- $14.9 million class M-4 affirmed at 'A+' (BL: 27.99, LCR:
     1.62);

  -- $14.2 million class M-5 downgraded to 'A-' from 'A' (BL:
     25.41, LCR: 1.47);

  -- $12.7 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     23.05, LCR: 1.33);

  -- $11.5 million class M-7 downgraded to 'BBB' from 'BBB+' (BL:
     20.83, LCR: 1.20);

  -- $10.4 million class M-8 downgraded to 'BB+' from 'BBB' (BL:
     18.86, LCR: 1.09);

  -- $8.6 million class M-9 downgraded to 'BB' from 'BBB-' (BL:
     17.29, LCR: 1.00);

  -- $8.9 million class B downgraded to 'BB-' from 'BB+' (BL:
     16.06, LCR: 0.93).

Deal Summary

  -- Originators: (100% ResMAE);
  -- 60+ day Delinquency: 18.15%;
  -- Realized Losses to date: (% of original balance): 0.54%;
  -- Expected Remaining Losses (% of Current Balance): 17.32%;
  -- Cumulative Expected Losses (% of Original Balance): 13.24%.


RICHARD PIECHOWSKI: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Richard B. Piechowski
        dba Piechowski, Inc.
        dba Angelos Express, Inc.
        Mary A. Piechowski
        fka Mary A. Hogan
        1257 Donal Drive
        Flint, MI 48532

Bankruptcy Case No.: 07-32528

Chapter 11 Petition Date: August 2, 2007

Court: Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman.Flint

Debtor's Counsel: James J. Zimmer, Esq.
                  934 Church Street
                  Flint, MI 48502
                  Tel: (810) 239-6637

Estimated Assets:                  Unstated

Estimated Debts: $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Chase Home Finance             consumer debt; value of   $441,747
P.O. Box 78116                 collateral: $395,000
Phoenix, AZ 85062-8116

ABNAMRO                        consumer debt;            $150,000
2600 West Big Beaver Road      value of collateral:
Troy, MI 48084-3323            $190,000

Tammy & Roger Dudi             business debt;            $107,000
6469 Bennett Lake Road         value of collateral:
Fenton, MI 48430-9094          $40,000

Countrywide Home Loans         business debt;             $93,432
                               value of collateral:
                               $70,000

Neil Helmkay                   business debt              $72,000

Helmkay-Courtland Center       business debt              $72,000
Flint and Neil Helmkay

Michigan Department of         business debt              $45,137
Treasury

I.R.S.                         business debt              $33,462

Garb-Ko, Inc.                  business debt              $30,000

Citizens Bank                  consumer debt;             $23,293
                               value of collateral:
                               $13,125

G.M.A.C.                       consumer debt;             $22,293
                               value of collateral:
                               $15,630

I.R.S.                         business debt              $20,989

T.D.C. Courtland Leaseco,      business debt              $20,053
L.L.C.

Fifth Third Bank               consumer debt;             $15,908
                               value of collateral:
                               $10,000

Discover Card                  business debt              $12,984

Guardian Alarm                 business debt               $9,385

Winegarden, Haley, Lindholm    business debt               $7,920
& Robertson

A.&A. Management               business debt               $6,475

Harris, Goyette, Winterfield,  business debt               $6,000
Penskar


RITE AID: July 2007 Total Drugstore Sales Reach $2 Billion
----------------------------------------------------------
Rite Aid Corporation reported same store sales that increased 1.6%
for the four weeks ended July 28, 2007,over the prior-year period.
Pharmacy same store sales increased 2.1%, which included an
approximate 445 basis points negative impact from new generic
introductions. Front-end same store sales increased 0.7%.

Total drugstore sales for the four-week period increased 54.9% to
$2 billion, compared to $1.3 billion for the same period last
year.  Prescription revenue accounted for 67.2% of drugstore
sales, and third party prescription revenue represented about
95.8% of pharmacy sales.

Total sales include all of the stores operated during the period,
including stores acquired in the Brooks Eckerd acquisition on
June 4, 2007.

The acquired Brooks Eckerd stores are excluded from the same store
sales calculation but will be included in same store sales twelve
months after the close of the acquisition, which will be in June
2008.

                       Year-to-Date Sales

Same store sales for the 21-week period ended July 28, 2007,
increased 1.9%, consisting of a 2.2% pharmacy same store sales
increase and a 1.3% increase in front-end same store sales.

Total drugstore sales for the 21-weeks ended July 28, 2007,
increased 22.5% to $8.5 billion from $6.9 billion in last year's
like period.  Prescription revenue accounted for 65.6% of total
drugstore sales, and third party prescription revenue was about
95.8% of pharmacy sales.

                        About Rite Aid

Rite Aid Corporation (NYSE:RAD) -- http://www.riteaid.com/-- is   
one of the United States' leading drugstore chains with annual
revenues of more than $27 billion.  On July 28, 2007, Rite Aid
operated 5,151 stores, including the Brooks and Eckerd stores
acquired June 4, 2007.

                         *     *     *

As reported in the Troubled Company Reporter on May 17, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'1' recovery rating to Rite Aid Corp's $1.105 billion senior
secured tranche 2 term loan facility.  The '1' recovery rating
indicating the high expectation for full recovery of principal in
the event of a payment default.  Concurrently, Standard & Poor's
raised the ratings on the three existing second-lien notes to 'B+'
from 'B' and assigned a '1' recovery rating, indicating the high
expectation for full recovery of principal in the event of a
default.  The secured notes ratings have been removed from
CreditWatch with developing implications.  At the same time,
Standard & Poor's affirmed all other ratings, including the 'B'
corporate credit rating.  The outlook is stable.


ROGNES CORP: Case Summary & 23 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rognes Corp.
        2005 South Ankeny Boulevard, Suite 400
        Ankeny, IA 50023

Bankruptcy Case No.: 07-02557

Type of business: The Debtor is a general contractor engaged in
                  heavy construction.

Chapter 11 Petition Date: August 3, 2007

Court: Southern District of Iowa (Des Moines)

Debtor's Counsel: Jerrold Wanek, Esq.
                  Garten & Wanek
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 23 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
H.D. Supply Waterworks, Ltd.                             $333,445
P.O. Box 91036
Chicago, IL 60693

Cretex Concrete Products                                 $218,101
P.O. Box 91036
Chicago, IL 60693

American Case Iron Pipe Co.                              $144,913
P.O. Box 402659
Atlanta, GA 30384-2659

Central Service & Supply                                 $132,597

Warren Rognes                                            $265,194

Daimler Chrysler Struck                                  $127,464
Finance                        

Lease Servicing Center                                   $106,609

City State Bank                                           $83,191

Lakeview Concrete Product                                 $83,173

First Insurance Funding                                   $82,428

Volvo Commercial Finance                                  $70,095

Synergy Contracting, L.L.C.                               $62,412

PowerPlan Murply Tractor                                  $58,315

Warren Rognes                                             $45,000

Payment Remittance Center                                 $44,365

City State Bank                                           $42,327

Carpenter Erosion Control                                 $35,861

Rognes Corp. 401K                                         $35,000

Wellmark Blue Cross                                       $34,170
Blue Shield

Schildberg Construction Co.                               $33,554

Manifest Funding Services                                 $30,474

McLaughlin Manufacturing Co.                              $28,483


SHERWOOD MANOR: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sherwood Manor, LLC
        6402 West Linebaugh Avenue
        Suite A
        Tampa, FL 33625

Bankruptcy Case No.: 07-06801

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                               Case No.
      ------                               --------
      Sherwood Manor North, LLC            07-06802
      Tucher Pond, LLC                     07-06803

Chapter 11 Petition Date: August 1, 2007

Court: Middle District of Florida (Tampa)

Debtors' Counsel: David W. Steen, Esq.
                  David W. Steen, P.A.
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

A. Sherwood Manor, LLC's List of its Six Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Laurie S. Burcaw                            $3,300,000
17511 North Dale Mabry
Lutz, FL 33548

Byrd Corporation                              $700,000
100 South Carillon Parkway, Suite 100
Saint Petersburg, FL 33716

Burcaw & Associates                           $280,000
6402 West Linebaugh Avenue
Tampa, FL 33625

Donna Feldman, P.A.                            $30,000

Burcase Geotechnical Group                     $10,000

Doug Beldon Tax Collector                      Unknown

B. Sherwood Manor North, LLC's List of its Seven Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Laurie S. Burcaw                            $2,300,000
17511 North Dale Mabry
Lutz, FL 33548

KB Homes                                      $400,000
3450 Buschwood Park
Tampa, FL 33618

Burcaw & Associates, Inc.                     $224,000
6402 West Linebaugh Avenue
Tampa, FL 33625

Donna Feldman, P.A.                            $25,000

Burcaw Geotechnical Group, Inc.                 $5,000

Doug Beldon Tax Collector                      Unknown

Hillsborough Co. Solid Waste                   Unknown

C. Tucher Pond, LLC's List of its Five Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Laurie S. Burcaw                              $875,000
17511 North Dale Mabry
Lutz, FL 33548

Burcaw & Associates, Inc.                      $21,000
6402 West Linebaugh Avenue
Tampa, FL 33625

Donna Feldman, P.A.                             $8,000
19321 West Linebaugh Avenue
Tampa, FL 33625

Burcaw Geotechnical Group, Inc.                 $5,000

Doug Beldon Tax Collector                      Unknown


SIMON GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Simon Group, LLC
        5101 Summit Drive
        Edmond, OK 73034

Bankruptcy Case No.: 07-12741

Chapter 11 Petition Date: August 2, 2007

Court: Western District of Oklahoma (Oklahoma City)

Judge: T.M. Weaver

Debtor's Counsel: Mark B. Toffoli, Esq.
                  Holbrook & Toffoli
                  120 North Robinson, Suite 2205
                  Oklahoma City, OK 73102
                  Tel: (405) 232-3664
                  Fax: (405) 236-1286

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Phillips McFall McCaffrey        Trade Debt                $38,000
McVay & Murrah
101 North Robinson 13th Floor
Oklahoma City, OK 73102

Fellers Snider Blankenship       Trade Debt                $35,988
Bailey & Tippens
100 North Broadway Avenue
Suite 1700
Oklahoma City, OK 73102

CitiBusiness Select Card         Trade Debt                $16,665
P.O. Box 6415
The Lakes, NV 88901

Max Distributing                 Trade Debt                $24,952

City of OKC - Waste Water        Trade Debt                 $6,342

Woodall's Travel                 Trade Debt                 $4,386
Directory Advertising

Trailer Life Travel Guide        Trade Debt                 $3,891

AT&T Yellow Pages                Trade Debt                 $3,600

United Equipment Rental          Trade Debt                 $1,797

Advanced Pools                   Trade Debt                 $1,686

Global Insurance Premium         Trade Debt                 $1,640

Delaina J. Mackey                Trade Debt                 $1,552

United Leasing                   Trade Debt                 $1,450

Doug Earnest                     Trade Debt                 $1,000

Brenda Morris                    Trade Debt                   $880

First Comp.                      Trade Debt                   $372

Accurate Environmental           Trade Debt                   $325

Alltel Wireless                  Trade Debt                   $189

Waste Managementof OKC           Trade Debt                   $170

AT&T                             Trade Debt                   $109


SONIC CORP: Board Approves Additional $75 Million Stock Repurchase
------------------------------------------------------------------
Sonic Corp.'s board of directors has authorized an additional
$75 million under the company's stock repurchase authorization.
The board also extended the term for the repurchase of the newly
authorized amount to Aug. 31, 2008.

Share repurchases under the prior authorization of $100 million
were completed in July.

Share repurchases under the program will be made from time-to-time
in the open market depending on market conditions.  In October
2006, the company completed the buyback of $366 million of its
common stock through a tender offer.  Subsequent to the tender
offer, Sonic has repurchased approximately $180 million of stock
in the open market under the prior repurchase authorization.

Collectively, the total stock repurchased thus far in fiscal year
2007 amounts to 24 million shares or approximately $546 million,
representing over 28% of the company's outstanding stock at
Sept. 1, 2006, the beginning of the current fiscal year.

Headquartered in Oklahoma City, Oklahoma, Sonic Corp. (Nasdaq:
SONC) -- http://www.sonicdrivein.com/-- originally started as a  
hamburger and root beer stand in 1953, in Shawnee, Oklahoma,
called Top Hat Drive-In, and then changed its name to Sonic in
1959.  The first drive-in to adopt the Sonic name is still serving
customers in Stillwater, Oklahoma.  Sonic has more than 3,200
drive-ins coast to coast and in Mexico, where more than a million
customers eat every day.  

At Feb. 28, 2007, the company's balance sheet showed total assets
of $719 million and total liabilities of $745 million, resulting
in a $26 million stockholders' deficit.


STANDARD AERO: DAE Aviation Deal Cues S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit, 'B-' subordinated debt, and 'BB-' bank
loan ratings on aggregate U.S. $375 million bank financing, on
Standard Aero Holdings Inc.
     
"The ratings action follows the announcement that DAE Aviation
Holdings Inc. completed its acquisition of the company and that
all rated debt has been repaid," said Standard & Poor's credit
analyst Greg Pau.  As part of the transaction, DAE Aviation also
acquired Landmark Aviation, for a total consideration for both
companies of $1.9 billion.


STEWART & STEVENSON: S&P Junks Rating on $150 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on capital equipment provider Stewart & Stevenson
LLC.  At the same time, Standard & Poor's lowered its rating on
the company's $150 million senior notes due 2014 to 'CCC+' from
'B-'.  The outlook remains stable.
     
The upward revision of the borrowing base on Stewart & Stevenson's
credit facility to $250 million from $125 million prompted the
downgrade of the unsecured notes.  If S&P assume a fully drawn
credit facility, Stewart & Stevenson's priority debt exceeds 30%
of the book value of the company's assets, which is our guideline
for lowering a debt class rating by two notches relative to the
corporate credit rating.
     
As of May 2007, Houston, Texas-based Stewart & Stevenson had about
$320 million in total debt, adjusted for operating lease expenses.
      
"Underpinning the ratings on Stewart & Stevenson are the risks
associated with its strong reliance on the cyclical end-markets,
its short track record as an operating company in its current
configuration, and its aggressive financial profile," said
Standard & Poor's credit analyst Amy Eddy.  "Somewhat offsetting
concerns are the stable cash flow and margin characteristics of
the company's after-market business, the company's low annual
maintenance capital spending requirements, and its long-standing
relationships with OEM suppliers."
     
The stable outlook reflects S&P's expectation that strong backlog
and improved margins should be favorable for cash flow and credit
measures in the intermediate term.  However, if in the near term
the company executes an IPO and there is material debt repayment,
positive rating actions are possible.  Conversely, if operating
performance deviates materially from S&P's expectations, or if the
company pursues growth initiatives in a more leveraging manner,
negative rating actions could result.


SUPERVALU INC: Fitch Affirms BB- Issuer Default Rating
------------------------------------------------------
Fitch Ratings affirmed SUPERVALU Inc.'s ratings as:

  -- Issuer Default Rating at 'BB-';

  -- $2 billion revolving bank credit facility at 'BB';

  -- $1.25 billion Term Loan A at 'BB';

  -- $750 million Term Loan B at 'BB';

  -- New Albertson's, Inc. and American Stores, Inc. senior
     unsecured notes at 'BB-'.

In addition, these rating actions have been taken as New
Albertson's Inc. is no longer reporting separate financial
statements and therefore all senior unsecured debt is considered
pari passu on a consolidated basis:

  -- SUPERVALU senior unsecured notes upgraded to 'BB-' from 'B+';
  -- New Albertson's, Inc.'s 'BB-' rated IDR withdrawn.

The Rating Outlook has been changed to Positive from Negative
given the successful integration of the Albertson's Inc. assets
acquired in June 2006 and steady operating results.  As of
June 16, 2007, SUPERVALU had $9.3 billion of debt outstanding
including capital leases.

The ratings reflect SUPERVALU's broad geographic presence, strong
positions in key markets across its banners, and defined operating
strategy.  The ratings also consider the company's financial
leverage and the highly competitive operating environment.  Future
rating decisions will consider the company's ability to
effectively execute on its operating strategy as well as the level
of debt reduction.

SUPERVALU is one of the largest operators in the U.S. grocery
business with annual sales of $44 billion across its 2,464 food
stores and supply chain services operations.  The company has
strong positions in important markets including Southern
California, Chicago, New England, and the Mid-Atlantic states.  
Since the June 2006 acquisition of 1,117 Albertson's, Inc. stores,
SUPERVALU has developed a strategy to strengthen operating results
centered on its 'Premium, Fresh, and Healthy' concept which
focuses on merchandise offerings and store conditions.  While
SUPERVALU has begun to introduce aspects of its strategy to the
acquired stores, Fitch expects SUPERVALU to more fully execute its
strategy in the coming year.  As a result, store remodel activity
is anticipated to increase and total capital expenditures
including capital leases is expected to grow to $1.2 billion in
2008 up from $1 billion in 2007.

Store remodels and improved merchandise offerings as well as the
realization of acquisition synergies should benefit operating
results, including identical store sales and operating
profitability, over time.  In addition, debt levels are expected
to decline as the company directs $400 million of free cash flow
after capital expenditures and dividends to debt reduction per
year.  As a result, credit metrics should improve modestly over
time.  For the twelve months ended June 16, 2007, total adjusted
debt to operating EBITDAR was 3.8 times and EBITDAR coverage of
interest and rents was 2.8x.

However, Fitch remains concerned about the significant competition
in the food retailing industry which includes other supermarket
operators, discount stores, warehouse clubs, dollar stores, and
drug stores.  As a result, maintaining operating profit margins
remains challenging, requiring effective execution of operating
strategies to compete over time.


TECUMSEH PRODUCTS: Names Edwin L. Buker as Chief Executive Officer
------------------------------------------------------------------
Tecumseh Products Company has appointed Edwin "Ed" L. Buker as its  
chief executive officer.

Mr. Buker, whose appointment is effective Aug. 13, 2007, joins
Tecumseh from Citation Corporation, a supplier of metal components
based in Birmingham, Alabama, where he had served as president and
chief executive officer since March 2002.

Prior to joining Citation, Mr. Buker, 54, served as vice president
and general manager of the Chassis Systems Division at Visteon
Automotive; as president, Electrical Systems-The Americas, for
United Technologies Automotive; and as vice president of new model
development for BMW Manufacturing Corporation in Munich, Germany.

He also held leadership positions at BMW's Spartanburg, South
Carolina, facility and at Honda's East Liberty, Ohio,
manufacturing plant.  Among other accomplishments, Mr. Buker was
co-leader of the design, building and operations management of
Honda's East Liberty facility and of BMW's Spartanburg plant.  
Mr. Buker holds a bachelor's degree in mechanical engineering from
Tri-State University in Angola, Indiana, and an MBA from Ohio
University in Athens, Ohio.

"The appointment of Ed Buker as chief executive officer adds a
seasoned, proven, highly successful executive to Tecumseh,” David
M. Risley, chairman of Tecumseh, said.  ''His manufacturing
expertise, customer orientation and overall management and
strategic acumen make him an ideal choice to lead Tecumseh's
continuing efforts to improve its operational and financial
performance."

Mr. Buker will become a member of Tecumseh's board of directors
when he joins the company this month, and will eventually succeed
Mr. Risley as chairman.

Since January 2007, the company has been functioning under the
leadership of interim president and chief operating officer
James J. Bonsall, who will provide transition services to
Mr. Buker before returning to his ongoing role as a managing
director of AlixPartners LLP.  

"Jim Bonsall provided capable leadership at a challenging time for
the company,” Mr. Risley said.  I want to thank Jim for his
outstanding work at Tecumseh in our continuing efforts to place
the company on a solid strategic, operational and financial
footing.  Tecumseh has a long and proud history of serving
customers around the world.  We look forward to Ed's role as a
team builder and team leader as Tecumseh continues to serve its
customers and drive for improved performance and market position."

                  About Tecumseh Products Company

Headquartered in Tecumseh, Mich., Tecumseh Products Company
(Nasdaq: TECUA, TECUB) -- http://www.tecumseh.com/-- manufactures     
hermetic compressors for air conditioning and refrigeration
products, gasoline engines and power train components for lawn and
garden applications, submersible pumps, and small electric motors.   
The company has offices in Italy, United Kingdom, Brazil, France,
and India.

At March 31, 2007, the company's balance sheet showed total assets
of $97.3 million, total liabilities of $101.4 million, resulting
to a shareholders' deficit of $4.1 million.


TENFOLD CORP: Incurs $1.2 Million Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
TenFold Corporation announced on Wednesday its financial results
for the second quarter ended June 30, 2007.

For the three months ended June 30, 2007, TenFold reported a net
loss of $1.21 million, an operating loss of $1.24 million and
revenues of $1.6 million.

For the first half of 2007, TenFold reported a net loss of
$2.14 million, an operating loss of $2.20 million and revenues of
$3.4 million.

TenFold's second quarter ending cash balance was $1.7 million, and
net cash used in operating activities for the second quarter was
$1.4 million.

Operating expenses for the three and six months ended June 30,
2007, include $519,000 and $1.1 million, respectively, of stock
based compensation expense.

"We used more cash than I expected in the second quarter,
primarily due to not closing some expected sales, investments we
made in staff and equipment needed to grow our business, and
unexpected large medical claims," said Robert Felton, TenFold's
chairman, president and chief executive officer.  "However, we
intend to improve our financial performance in the third quarter  
and fourth quarter as we are seeing interest in our technology and
services, and believe that we are poised to close some of that
business and regain our momentum."

At June 30, 2007, the company's consolidated balance sheet showed
$2.8 million in total assets, $1.9 million in total liabilities,
and $912,000 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?220c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 5, 2007,
Tanner LC in Salt Lake City, Utah, expressed substantial doubt
about Tenfold Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm cited that the company
used significant balances of its cash in operating activities
and at present levels of cash consumption will not have sufficient
resources to meet operating needs.

                    About TenFold Corporation

TenFold Corporation (OTC BB: TENF) -- http://www.tenfold.com/--    
licenses its patented technology for applications and services
development, EnterpriseTenFold SOA, to organizations that face the
daunting task of replacing obsolete applications or building
complex SOA-compliant applications systems.


TEST CENTER: Prometric Deal Cues S&P's BB- Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating and stable outlook to Test Center LLC, a holding
company formed by Princeton, New Jersey-based not-for-profit
organization Educational Testing Service (ETS; A+/Stable) to
acquire Prometric Holdings LLC from The Thomson Corp.
     
At the same time, Standard & Poor's assigned its 'BB' bank loan
rating, one notch higher than the corporate credit rating on Test
Center LLC, and a '2' recovery rating to Test Center's
$215 million bank facility.  The '2' recovery rating indicates
that lenders can expect substantial (70%-90%) recovery in the
event of a payment default.  The facility consists of a
$25 million revolving credit maturing in 2012 and a $190 million
term loan B maturing in 2013.  (A $125 million 6% senior
subordinated note issue due 2014 held by the seller, Thomson, is
unrated.)
      
Baltimore, Maryland-based Prometric will have pro forma total debt
of $315 million as of June 30, 2007.
     
"The ratings reflect the leveraged acquisition of Prometric,
somewhat offset by its good competitive position in the highly
fragmented and competitive standardized-test delivery market and
its ownership by ETS, a tax-exempt, not-for-profit organization,"
said Standard & Poor's credit analyst Hal F. Diamond.
     
Prometric is the larger of two principal providers of computer-
based testing services, primarily to the academic, government,
financial, IT, and health care market segments.  The main
competitor is Pearson VUE, a division of U.K.-based Pearson PLC.


TRAVELSTAR INC: March 31 Balance Sheet Upside-Down by $3.9 Million
------------------------------------------------------------------
Travelstar Inc.'s balance sheet at March 31, 2007, showed
$6.5 million in total assets, $10.4 million in total liabilities,
and $3.9 million in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $6.1 million in total current assets
available to pay $10.4 million in total current liabilities.

The company reported net income of $1.0 million and an operating
loss of $438,348 for the first quarter ended March 31, 2007,
compared with a net loss of $1.4 million and an operating loss of
$483,079 for the same period last year.

Revenues for the three months ended March 31, 2007 increased to
$2.5 million, compared to $2.2 million for the three months ended
March 31, 2006.

The increase in revenues is due to continued growth of the
company's travel agent network and higher preferred supplier
commission levels.  Offsetting these increases was the fact that
the company took a reserve against revenues of 15% in the three
months ended March 31, 2007, while no reserve was taken in the
three months ended March 31, 2006.

The net income of $1.0 million for the three months ended
March 31, 2007, primarily reflects net other income of
$1.4 million, compared to net other expense of $940,502 in the
three months ended March 31, 2006.  This change was primarily due
to changes in the fair value of warrants and stock purchase
rights.  At March 31, 2007 the company has 13,257,302 warrants
outstanding to purchase shares of common stock at exercise prices
ranging from $0.35 to $1.00.  The warrants have lives of one to
five years remaining.

Full-text copies of the company's financial statemens for quarter
ended March 31, 2007, are available for free at:

               http://researcharchives.com/t/s?220d

                       Going Concern Doubt                

Mendoza Berger & Company LLP, in Irvine, Calif., expressed
substantial doubt about Joystar Inc.'s (nka Travel Star Inc.)
ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm said the the company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

                        About Joystar Inc.

Travelstar inc. fka. Joystar Inc. (OTC BB: TVLS.OB) is a leisure
travel agency and a leading seller of cruises and vacations.  The
company sells complex travel products including cruises, vacation
packages and group travel through its growing national sales force
of virtual travel agents and online affiliates.


TRUMP ENTERTAINMENT: Names Mark Juliano as Chief Executive Officer
------------------------------------------------------------------
Trump Entertainment Resorts Inc. has named Mark Juliano as chief
executive officer, and Ivanka M. Trump as member of the board of
directors.  Both appointments are effective immediately.

Mr. Juliano's first order of business will be to capitalize on the
brand's strength and utilize his operational expertise to bolster
revenue in the near and long term.

''The company has faced a variety of challenges during the past
year, but I am confident that the changes we are implementing in
our business model will show results as we move forward,”
Mr. Juliano stated.

''In addition to our extensively renovated properties, we now have
the infrastructure in place to accomplish the goal of attracting
new customers and expanding our already large player base,” he
continued.  ''The company's has designed a casino revenue action
plan to improve operating performance during the remainder of 2007
and beyond through customer acquisition, retention and
reactivation.  New initiatives include the Trump One Card, new
customer development campaigns, and the implementation of the
revenue management system and cash sales programs.”

''Mark is the right man for the job.  His understanding of the
gaming industry, innovative operational and marketing techniques
and impressive leadership are exactly the right qualities needed
to lead the company,” Donald J. Trump, the chairman of the
company's board, said.”

With nearly 30 years of experience in the gaming industry, veteran
executive Mr. Juliano joined the leadership team of the company in
August 2005 as chief operating officer.  He has served as interim
chief executive officer since July 1, 2007.  Prior to joining the
company, Mr. Juliano held a wide variety of gaming positions,
including president of Caesars Palace, Las Vegas, president of
Caesars Atlantic City, and president of Caesars World Marketing
Corporation.

Ms. Trump currently serves as vice president of development and
acquisitions for the Trump Organization LLC.  She is responsible
for development projects in the United States and abroad and
participates in all aspects of real estate development from deal
evaluation, analysis and pre-development planning to construction,
marketing, operations, sales and leasing.  Ms. Trump, 25, is a
graduate of the Wharton School of Finance at the University of
Pennsylvania and is a resident of New York City.

''Ivanka brings a fresh new perspective,” Mr. Trump continued.  
Her appeal to a younger demographic combined with her recognition
as a young business leader will be invaluable in a changing
marketplace.”

              About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Hotels & Casino Resorts
Inc. now known as Trump Entertainment Resorts Inc. (Nasdaq: TRMP)
-- http://www.trumpcasinos.com/-- through its subsidiaries, owns
and operates four properties and manages one property under the
Trump brand name.  The company and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on Nov. 21, 2004 (Bankr. D. N.J.
Case No. 04-46898 through 04-46925).  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005.
The Plan took effect on May 20, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Standard & Poor's Ratings Services placed its ratings for Trump
Entertainment Resorts Holdings L.P., including the 'B' corporate
credit rating, on CreditWatch with developing implications.


USEC INC: Posts $13.4 Million Net Loss in Quarter Ended June 30
---------------------------------------------------------------
USEC Inc. reported on Wednesday its results of operations for the
second quarter ended June 30, 2007.  

USEC Inc. reported a net loss of $13.4 million for its second
quarter ended June 30, 2007, compared to net income of
$21.6 million in the same quarter of 2006.  Pro forma net income
before American Centrifuge expenses was $9.5 million in the second
quarter of 2007 compared to $39.0 million in the same quarter last
year.

USEC reported net income of $25.9 million in the six-month period
ended June 30, 2007, compared to $56.2 million in the same period
of 2006.  Pro forma net income before American Centrifuge expenses
was $70.5 million in the first six months of 2007, compared to
$86.2 million in the same period last year.

The financial results in both periods reflect the impact of higher
electric power costs and higher purchase costs from Russia.  These
costs are increasing more rapidly than the average price billed to
customers under long-term contracts, thereby reducing gross  
profit.  The gross profit margin for the first half of 2007 was
14.9% compared to 19.4% in the same period of 2006.

Most of the spending on the American Centrifuge project to-date
has been expensed, which directly reduces net income.  Advanced
technology costs for the six-month period totaled $69.3 million in
2007 compared to $47.1 million in 2006.  

"We continue to seek ways to optimize our Paducah operations and
improve our financial results in the near term, which will
generate additional cash flow from operations that can help reduce
external financing requirements for the American Centrifuge
project," said John K. Welch, USEC president and chief executive
officer.  "In fact, our efforts have allowed us to fully fund the
technology demonstration so far this year from internally
generated cash."

"Our new five-year power contract with TVA will provide additional
flexibility for our Paducah operations to produce more SWU and
obtain additional uranium from underfeeding the enrichment
process," Welch added.

USEC currently expenses most of its spending related to the
American Centrifuge, which directly reduces net income.  

                             Revenue

Revenue for the six-month period was $676.1 million, a decrease of
$210.5 million over the same period of 2006.  Revenue from the
sale of separative work units (SWU) was $550.9 million compared to
$638.3 million in the same period last year, a 14% decline.  
Revenue from the sale of uranium was $32.0 million compared to
$146.8 million in the same period of 2006, a 78% decline.  Revenue
from the company's U.S. government contracts segment was
$93.2 million compared to $101.5 million in the prior year,
reflecting reduced Department of Energy contract work.

Revenue for the second quarter was $211.1 million compared to
$525.3 million in the same quarter last year, a decline of 60%.
Revenue from the sales of SWU was $145.9 million, compared to
$404.3 million in the second quarter of 2006.  The $258.4 million
decline reflects a 65% decrease in volume of SWU sold and a 3%  
increase in average prices billed to customers.  Uranium revenue
was $16.2 million compared to $71.0 million last year, reflecting
a limited number of deliveries this year.  Revenue from the U.S.
government contracts segment was $49.0 million, nearly unchanged
from the prior year.

         Cost of Sales, Gross Profit Margin and Expenses

Cost of sales for the six-month period for SWU and uranium was
$496.0 million, a decrease of $134.2 million or 21% that reflects
lower SWU sales volume and higher SWU and uranium unit costs.  

The gross profit for the first six months of 2007 was
$100.9 million, a decline of $70.7 million or 41% over the same
period in 2006.  For the second quarter, the gross profit was
$27.7 million compared to $79.6 million in the same quarter last
year.  The gross profit margin for the six-month period and
quarter were 14.9% and 13.1%, respectively, compared to 19.4% and
15.2% in the same periods last year.

Selling, general and administrative (SG&A) expenses totaled
$24.0 million in the six-month period, a decrease of $1.8 million
over the same period of 2006.  The decrease was due to a reversal
of an accrued tax penalty and reduced consulting expense,
partially offset by higher compensation expenses resulting from
the impact of increases in the company's stock price on incentive
compensation plans.

Advanced technology expenses, primarily related to the
demonstration of the American Centrifuge technology, were
$69.3 million in the first half of 2007, an increase of
$22.2 million compared to the same period of 2006.  The higher
spending reflects work to prepare for Lead Cascade operations this
summer.  Spending by NAC on its spent fuel storage technology is
included in the total and was less than $1 million in both
periods.  In addition, $31.5 million in spending related to the
commercial American Centrifuge Plant was capitalized in the six-
month period, compared to $11.7 million capitalized in the first
half of 2006.

                            Cash Flow

At June 30, 2007, USEC had a cash balance of $48.3 million,
compared to $171.4 million at Dec. 31, 2006, and $238.6 million at
March 31, 2007.  Cash used by operations in the first six months
of 2007 was $82.8 million, compared to cash flow from operations
of $39.7 million in the corresponding period in 2006.  The
$122.5 million difference was primarily due to a net inventory
increase of $190.9 million in the six months ended June 30, 2007,
that was a result of higher production and lower sales.  The
increased inventory level was planned to meet delivery obligations
to customers in the second half of 2007.

Capital expenditures totaled $37.4 million for the six-month
period, compared to $16.1 million for the corresponding period of
2006.  The majority of capital expenditures were related to the
American Centrifuge project.

                   TVA Electric Power Contract

During the second quarter, USEC reached a new five-year pricing
agreement with the Tennessee Valley Authority (TVA), which
supplies most of the power for the Paducah plant.  Although the
new contract provides USEC with a predictable and reliable source
of power for the production plant, it maintains the roughly 50%
increase in the company's power costs that took effect in June
2006.  Cost of sales increased during the first half of the year
and will continue to increase during 2007 as a result of higher
electricity prices since June 2006 to power the Paducah plant.  
The impact of this increase is being realized over time due to the
monthly moving average inventory methodology and higher power
prices will put significant pressure on gross profit margin this
year and beyond.

At June 30, 2007, the company's consolidated balance sheet showed
$1.85 billion in total assets, $861.3 million in total
liabilities, and $989.4 million in total stockholders' equity.

                         About USEC Inc.

Headquartered in Bethesda, Maryland, USEC, Inc. (NYSE: USU) --
http://www.usec.com/-- is a global supplier of low enriched     
uranium to nuclear power plants and is the exclusive executive
agent for the U.S. Government under the Megatons to Megawatts
program with Russia.  

                          *     *     *

As reported in the Troubled Company Reporter on April 13, 2007,
Moody's Investors Service downgraded USEC Inc.'s corporate family
rating to B3 from B1 and downgraded the rating on the company's
senior unsecured debt to Caa2 from B3.  The rating outlook is
negative.  This concludes Moody's review of USEC, which was placed
under review for possible downgrade on Feb. 15, 2007.


VALEANT PHARMACEUTICALS: Earns $16.8 Mil. In Second Qtr. 2007
-------------------------------------------------------------
Valeant Pharmaceuticals International reported revenues totaling
$231 million for the three months ended June 30, 2007, compared to
$230.4 million for the three months ended June 30, 2006.  Product
sales for the second quarter 2007 increased 2% to $212.1 million,
compared to $208.8 million for the second quarter 2006.  Second
quarter 2007 net income was $16.8 million, compared to a loss of
$42.3 million for the second quarter 2006.

As of June 30, 2007, the company posted total cash and marketable
securities of $386.7 million, as compared with total cash and
marketable securities of $335.7 million at Dec. 31, 2006.  The
company had Long-term debt of $776.5 million at the end of the
second quarter 2007.

For the six months ended June 30, 2007, the company reported
revenues totaling $444.4 million, as compared with total revenues
of $429.9 million for the six months ended June 30, 2006.  The
company had net income of $25 million for the first half of 2007,
as compared with net loss of $48.5 million for the first half of
2006.

Timothy C. Tyson, president and chief executive officer, said, "We
are encouraged that product sales improved in the second quarter,
led by growth in many promoted products in North America and EMEA.  
Although it still had a negative impact on the quarter as a whole,
we resolved the wholesaler distribution issue in Mexico toward the
end of the quarter and sales in that market are returning to
normal.  We continue to believe that we will achieve our goal of
industry-average growth for the full year.  We remained
disciplined in our spending, controlling overhead costs while
investing in promoted products and advancing our development
pipeline."

                    Regional Sales Performance

North America product sales increased 8% in the 2007 second
quarter, primarily due to increased sales of Efudex, Cesamet and
Migranal(R).

Sales in the International region decreased 12% in the 2007 second
quarter, essentially due to the issues in the Mexican distribution
chain that began earlier in the year.

Sales in the Europe, Middle East and Africa region increased 7% in
the 2007 second quarter, primarily due to the effects of foreign
currency.

                     Share Repurchase Update

On June 11, 2007, the company announced that its board of
directors had approved a share repurchase program that authorized
the company to repurchase up to $200 million of its outstanding
common stock over a two-year period. In connection with this
program, the company has repurchased 3.7 million shares of its
common stock through July 31, 2007, at an aggregate amount of
$63 million.  Of the cumulative total, 1.6 million shares were
repurchased in the 2007 second quarter at an aggregate amount of
$28 million.

                       Restructuring Update

The company completed the sale of its manufacturing facilities in
Switzerland and Puerto Rico in June 2007, which concludes the
restructuring plan announced in April 2006.  Restructuring charges
in the 2007 second quarter totaled $6.3 million, bringing the
overall total restructuring charges to $152 million, of which $34
million is cash related. The restructuring will result in cost
savings of more than $50 million annually.

                  About Valeant Pharmaceuticals

Headquartered in Costa Mesa, California, Valeant Pharmaceuticals
International -- http://www.valeant.com/-- is a global specialty
pharmaceutical company with US$823 million of 2005 revenues.  It
has offices in Argentina, Singapore and Taiwan.

                          *     *     *

In January 2007, Moody's Investors Service confirmed the ratings
of Valeant, including the B2 Corporate Family Rating, and
concluded the rating review for possible downgrade, which was
first initiated on Oct. 23, 2006.  Valeant's rating outlook is  
stable.


VYTERIS INC: Names Anthony Cherichella as Chief Financial Officer
-----------------------------------------------------------------
Vyteris Inc. appointed Anthony J. Cherichella as chief financial
officer and principal accounting officer, overseeing financing,
forecasts and investor relations.

"[Mr. Cherichella] brings an enormous wealth of public healthcare
company experience which will prove an integral part of our
efforts in moving towards commercialization of our products," said
Timothy J. McIntyre, president and chief executive officer of
Vyteris.  "A financial executive with his background strengthens
our management team and delivers on our commitment enhance our
relationship with present and future Vyteris shareholders and the
investment community."

Most recently, Mr. Cherichella, 39, was the chief financial
officer and acting president for Cardinal Health's Healthcare
Marketing Services unit based in Wayne, NJ, a position he held
from 2002 to the present.  In that capacity, he had overall
responsibility for establishing and managing financial budgets and
forecasts, evaluating acquisitions and exploring strategic
alternatives for this unit of Cardinal Health.

Prior to that, he served at BLP Group Companies from 2000-02,
where he was chief financial officer, executive vice president,
secretary and treasurer.  Before that, he served as a senior audit
manager for Andersen LLP from 1990-2000.

"I am grateful for the opportunity to come in at such an exciting
time for Vyteris where we are poised to fully commit towards the
commercialization and sale of LidoSite and provide pain relief for
patients, and also future opportunities to increase value for our
shareholders," Mr. Cherichella said.  "This is a tremendous
opportunity and one I look forward to."

Mr. Cherichella received his Bachelor of Science degree in
Accounting from Fairleigh Dickinson University.  He is a certified
public accountant and a member of the American Institute of
Certified Public Accountants.  He serves on the Board of Trustees
of Caldwell College of New Jersey as well as on its Finance
Committee. He is married with two daughters.

                       Going Concern Doubt

Amper, Politziner & Mattia P.C., in Edison, N. J., expressed
substantial doubt about Vyteris Holdings (Nevada) Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's recurring losses
and dependence upon outside financing to fund operations.

During the three-month period ending March 31, 2007, the company
financed its operations with a $400,000 loan in the form of a
senior secured promissory note from Spencer Trask Specialty Group,
LLP.  In addition, in the first quarter of 2007 the company raised
a total of $8.1 million pursuant to stock purchase agreements for
the sale of shares of common stock at $0.75 per share.

                        About Vyteris Inc.

Vyteris Inc. (OTC BB: VYHN.OB) -- http://www.vyteris.com/--  
formerly Vyteris Holdings (Nevada) Inc., has developed and
produced the first electronically controlled transdermal drug
delivery system that delivers drugs through the skin comfortably,
without needles.  In January 2005, the company received approval
from the United States Food and Drug Administration for its
manufacturing facility and processes for LidoSite.  The company
holds over 60 U.S. patents relating to the delivery of drugs
across the skin using a mild electric current.


WELLCARE HEALTH: Earns $54.6 Million in Second Quarter 2007
-----------------------------------------------------------
WellCare Health Plans Inc. reported second quarter 2007 net income
of $54.6 million, up 146% over the second quarter 2006.  
Membership grew over 14% to 2.3 million as of June 30, 2007,
yielding total revenues of $1.34 billion, up 57% over the prior
year.

Total revenues for the second quarter 2007 rose 57% year over year
to $1.3 billion.  The growth is attributable principally to the
increase in the Company's membership, including the launch of the
Georgia Medicaid health plan which began operations in June 2006,
as well as growth in Medicare products. Medicare Advantage
membership growth was 87% year over year and 72% year to date.

Net income for the first half of 2007 was $79.6 million, as
compared with net income for the first half of 2006 of
$38.9 million.  Total revenues for the first half of 2007 were
$2.6 billion, as compared with total revenues for the first half
of 2006 of $1.6 billion.

"Our operating results demonstrate our commitment to providing
quality service to our members, providers and government
partners," said Todd S. Farha, chairman and chief executive
officer.  "We will continue our focus on delivering high quality
healthcare tailored to the communities we serve."

                 Cash Flow and Financial Condition

For the six months ended June 30, 2007, the company's net cash
provided by operations was $209.9 million, or 2.6 times net
income, after adjusting for the timing of receipt of payments from
the company's government partners.

Days in claims payable were 51 as of June 30, 2007, compared with
49 as of March 31, 2007, and 54 as of June 30, 2006.  The quarter
to quarter increase resulted principally from the 2007 launch of
the company's Medicare private fee-for-service products.

As of June 30, 2007, the company had cash and cash equivalents of
$1.47 billion as well as investments classified as current assets
of $166.3 million, for a total of $1.64 billion in cash and short-
term investments.

As of June 30, 2007, the company had total assets of $2.3 billion,
total liabilities of $1.6 billion and total stockholders' equity
of $678.3 million.

                        Financial Guidance

WellCare is updating its full-year 2007 guidance with diluted EPS
of $5 to $5.05, based on 42.1 million weighted average shares
outstanding; and total revenues of $5.2 to $5.3 billion.

For the third quarter, the company expects diluted EPS of $1.48 to
$1.51; and total revenues of $1.35 billion.

                      About WellCare Health

WellCare Health Plans Inc. -- http://www.wellcare.com/-- provides  
managed care services exclusively for government-sponsored
healthcare programs, focusing on Medicaid and Medicare.  
Headquartered in Tampa, Florida, WellCare offers a variety of
Medicaid and Medicare plans, including health plans for families,
children, the aged, blind and disabled and prescription drug
plans, serving over 2.3 million members nationwide as of June 30,
2007.

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2007,
Moody's Investors Service placed the Ba3 senior secured debt
rating of WellCare Health Plans Inc. and the Ba1 insurance
financial strength rating of WellCare of Florida Inc.
- WellCare's primary operating subsidiary - under review for
possible upgrade.


* Fitch Takes Rating Actions on Various Transactions
----------------------------------------------------
Fitch has taken these rating actions on the collateralized debt
obligations (CDOs) listed below , which are backed primarily by
trust preferred securities (TruPS) issued by real estate
investment trusts (REITs) and homebuilders.

Kodiak CDO I, Ltd./Inc. (Kodiak I)

  -- $306,325,000 class A-1 notes affirmed at 'AAA';

  -- $103,500,000 class A-2 notes affirmed at 'AAA';

  -- $83,000,000 class B notes affirmed at 'AA';

  -- $30,000,000 class C notes affirmed at 'AA';

  -- $13,000,000 class D-1 notes affirmed at 'AA-';

  -- $5,000,000 class D-2 notes affirmed at 'AA-';

  -- $29,000,000 class D-3 notes affirmed at 'AA-';

  -- $5,000,000 class E-1 notes affirmed at 'A';

  -- $29,000,000 class E-2 notes affirmed at 'A';

  -- $7,000,000 class F notes affirmed at 'BBB+';

  -- $50,000,000 class G notes downgraded to 'BB' from 'BBB' and
     placed on Rating Watch Negative;

  -- $27,000,000 class H notes downgraded to 'B+' from 'BB+' and
     placed on Rating Watch Negative.

Taberna Preferred Funding III, Ltd.

  -- $43,750,000 class D notes, rated 'BBB', placed on Rating
     Watch Negative;

  -- $31,500,000 class E notes, rated 'BB+', placed on Rating
     Watch Negative.

Taberna Preferred Funding IV, Ltd.

  -- $24,375,000 class E notes, rated 'BB+', placed on Rating
     Watch Negative;

Taberna Preferred Funding V, Ltd.

  -- $40,500,000 class B-1L notes, rated 'BBB', placed on Rating
     Watch Negative;

  -- $23,000,000 class B-2L notes, rated 'BB', placed on Rating
     Watch Negative;

  -- $5,000,000 class B-2FX notes, rated 'BB', placed on Rating
     Watch Negative.

Taberna Preferred Funding VI, Ltd.

  -- $17,000,000 class E-1 notes, rated 'BBB', placed on Rating
     Watch Negative;

  -- $17,000,000 class E-2 notes, rated 'BBB', placed on Rating
     Watch Negative;

  -- $15,000,000 class F-1 notes, rated 'BB+', placed on Rating
     Watch Negative;

  -- $10,000,000 class F-2 notes, rated 'BB+', placed on Rating
     Watch Negative.

Downgraded collateralized debt obligation liabilities total
$77 million, or 0.65% of all rated liabilities issued by CDOs
backed primarily by TruPS issued by REITs and homebuilders.  CDO
liabilities placed on Rating Watch Negative, inclusive of those
that are also downgraded, total $304.1 million, or 2.56% of all
rated liabilities issued by CDOs backed primarily by TruPS issued
by REITs and homebuilders.

Fitch's rating actions reflect the rapid deterioration in the
credit quality of a number of residential mortgage REITs, finance
companies specializing in residential mortgage lending and
homebuilders underlying these CDOs.  With respect to one
underlying issuer of trust preferred securities, a residential
mortgage REIT, a missed dividend payment occurred on July 30,
2007.

In the case of Kodiak CDO I, the transaction had previously
experienced a collateral default which resulted in a reduction of
the credit enhancement available to the rated notes.  As such,
Fitch believes that rating action is warranted at this time as a
result of the missed payment of a second underlying issuer.  Given
the negative, but evolving nature of several other underlying
exposures, Fitch's believes further rating action may be warranted
in the future, as evidenced by the Rating Watch Negative also
assigned to the Class G and H notes.

In the cases of Taberna III-VI, the missed dividend payment
represents the first experienced by any of these CDOs.  While this
on its own may not jeopardize the ratings assigned to the notes,
the recent deterioration of other underlying assets, combined with
the potential for further defaults and/or deterioration, increases
the likelihood of future rating actions, at least on the more
junior classes of notes.

Fitch rates a number of other CDOs backed primarily by trust
preferred securities issued by REITs, finance companies
specializing in mortgage lending and homebuilders.  In most
instances, these transactions also have exposure to issuers which
are experiencing credit deterioration at present.  However, Fitch
does not believe rating actions at this time are warranted in
these instances due to transaction-specific factors including: the
size of the exposures relative to available credit enhancement;
overall portfolio credit quality; or the more senior nature of the
securities held relative to trust preferred securities.  That
said, further credit deterioration in underlying collateral could
expose these transactions to negative rating actions in the future
as well.  Derivative Fitch, in concert with Fitch's REIT,
Financial Institutions and Homebuilder groups will continue to
monitor underlying collateral quality as it evolves.

Fitch notes that CDOs backed solely by trust preferred securities
issued by banks and insurance companies continue to exhibit stable
credit attributes.


* King & Spalding Adds Henry Kaim as Parnter at Houston Branch
--------------------------------------------------------------
King & Spalding continued expansion of its financial restructuring
practice in Houston with the addition of noted bankruptcy lawyer
Henry J. Kaim, Esq., as a partner.  Mr. Kaim, a renowned figure in
the Texas legal market and national bankruptcy bar, has an
extensive background in bankruptcy law, with preeminence in
debtor-side representation.

King & Spalding established a financial restructuring capability
in Houston in May of this year to complement existing practices in
Atlanta and New York, with the arrival of senior counsels Myron
Sheinfeld, Esq., and Jarrel McDaniel, Esq..

"We are pleased to welcome Henry to King & Spalding," said Robert
E. Meadows, Esq., managing partner of King & Spalding's Houston
office.  "He is an exceptional lawyer who will add depth to the
representation we provide our clients."

Mr. Kaim joins King & Spalding from Bracewell & Giuliani LLP,
where he was a partner.

Mr. Kaim, who was co-head of the financial restructuring and
bankruptcy section of his previous firm, represents and counsels
business clients in all aspects of out-of-court financial
restructurings, as well as Chapter 11 reorganizations, including
the negotiation of complex plans of reorganization and the
litigation of contested matters and adversary proceedings.  For
the past 18 years, he has practiced exclusively in business
bankruptcy law, representing Chapter 11 debtors in possession,
creditors' committees, secured creditors, landlords and acquirers
in bankruptcy, across a broad array of industries.

Mr. Kaim earned a B.A. degree from Southern Methodist University,
and a J.D. degree from the University of Houston Law Center.  He
is a fellow of the American College of Bankruptcy, a member of the
American Bankruptcy Institute and an adjunct professor at the
University of Houston Law Center.

Paul K. Ferdinands, Esq., leader of King & Spalding's financial
restructuring practice, said, "[Mr. Kaim]'s skill and experience
in bankruptcy law will add value to the services we provide our
clients, especially in debtor-side representations.  The firm and
our clients are very fortunate to have Henry as a member of the
King & Spalding team."

                      About King & Spalding

King & Spalding, LLP -- http://www.kslaw.com/-- is an  
international law firm with more than 800 lawyers in Atlanta,
Dubai, Houston, London, New York, Riyadh (affiliated office) and
Washington, D.C.  The firm represents half of the Fortune 100, and
in a Corporate Counsel survey in August 2006 was ranked one of the
top ten firms representing Fortune 250 companies overall.

King & Spalding boasts one of the nation's preeminent financial
restructuring practices.  It provides valuable knowledge and in-
depth experience to virtually all facets of corporate
reorganizations, in-court and out-of-court debt restructuring,
bankruptcy and insolvency litigation, and distressed asset mergers
and acquisitions.  This practice is regularly retained in large
bankruptcy matters and workouts to represent debtors, trustees,
creditors' committees, institutional lenders, other critical
creditors and parties-in-interest, and potential acquirers of
businesses and large assets.

The Houston office of King & Spalding, with more than 100 lawyers,
provides a variety of services to clients the world over.  Chief
among its practices are those focusing on litigation and
transactional law, especially energy, international arbitration
and Latin American matters.


* BOND PRICING: For the Week of July 30 - August 4, 2007
--------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
AHI-DFLT07/05                         8.625%  10/01/07     71
Aladdin Gaming                       13.500%  03/01/10      0
Allegiance Tel                       12.875%  05/15/08     16
Alltell Corp.                         6.800%  05/01/29     75
Amer & Forgn Pwr                      5.000%  03/01/30     66
Atherogenics Inc                      1.500%  02/01/12     47
Atlantic Coast                        6.000%  02/15/34      6
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
Budget Group Inc                      9.125%  04/01/06      0
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     36
Cell Therapeutic                      5.750%  06/15/08     72
Collins & Aikman                     10.750%  12/31/11      2
Comed in III                          6.350%  03/15/33     75
Complete Mgmt                         5.000%  08/15/03      0
Comprehensive Care                    7.500%  04/15/10     60
Decode Genetics                       3.500%  04/15/11     73
Delta Mills Inc                       9.625%  09/01/07     16
Desa Intl Inc                         9.875%  12/15/07      0
Dura Operating                        8.625%  04/15/12     62
Dura Operating                        9.000%  05/01/09      7
Dura Operating                        9.000%  05/01/09      4
Dvi Inc                               9.875   02/01/04     10
Encysive Pharma                       2.500%  03/15/12     74
Exodus Comm Inc                       5.250%  02/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     29
Finova Group                          7.500%  11/15/09     21
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     69
Ford Motor Co                         6.625%  02/15/28     71
Ford Motor Co                         6.625%  10/01/28     71
Ford Motor Co                         7.125%  11/15/25     73
Ford Motor Co                         7.400%  11/01/46     72
Ford Motor Co                         7.450%  07/16/31     75
Ford Motor Co                         7.500%  08/01/26     75
Ford Motor Co                         7.700%  05/15/97     73
Ford Motor Co                         7.750%  06/15/43     73
GMAC                                  5.900%  01/15/19     75
GMAC                                  6.000%  03/15/19     75
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co.                      5.625%  06/01/15     73
Harrahs Oper Co.                      5.750%  10/01/17     73
Insight Health                        9.875%  11/01/11     33
Iridium LLC/CAP                      10.875%  07/15/05     15
Iridium LLC/CAP                      11.250%  07/15/05     15
Iridium LLC/CAP                      13.000%  07/15/05     16
Iridium LLC/CAP                      14.000%  07/15/05     14
JTS Corp                              5.250%  04/29/02      0
Kaiser Aluminum                       9.875%  02/15/02     21
Kaiser Aluminum                      12.750%  02/01/03      6
Kellstrom Inds                        5.500%  06/15/03      0
Kmart Corp                            9.350%  01/02/20     12
Kmart Corp                            9.780%  01/05/20      8
Lehman Bros Holding                  10.000%  10/30/13     69
Liberty Media                         3.750%  02/15/30     62
Liberty Media                         4.000%  11/15/29     67
Lifecare Holding                      9.250%  08/15/13     61
Motorola Inc                          5.220%  10/01/97     71
Movie Gallery                        11.000%  05/01/12     26
Natl Steel Corp                       9.875%  03/01/09      0
New Orl Grt N RR                      5.000%  07/01/32     65
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     66
Nutritional Src                      1.125%   08/01/09     66
O'Sullivan Ind                       10.630%  10/01/08      0
Oakwood Homes                         7.875%  03/01/04     11
Oscient Pharma                        3.500%  04/15/11     74
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09      2
Pac-West Telecom                     13.500%  02/01/09      9
PCA LLC/PCA FIN                      11.875   08/01/09      5
Pegasus Satellite                     9.625%  10/15/49      0
Pegasus Satellite                    12.375%  08/01/08      0
Piedmont Aviat                       10.250%  01/15/49      0
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Primus Telecom                        3.750%  09/15/10     70
Primus Telecom                        8.000%  01/15/14     70
Radnor Holdings                      11.000%  03/15/10      0
Reliance Grp Hld                      9.000%  11/15/00      0
Rite Aid Corp.                        6.875%  12/15/28     74
RJ Tower Corp.                       12.000%  06/01/13      4
SLM Corp                              5.000%  06/15/28     70
SLM Corp                              5.400%  03/15/28     73
SLM Corp                              5.400%  03/15/30     74
SLM Corp                              5.400%  06/15/30     73
SLM Corp                              5.450%  06/15/28     74
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     73
SLM Corp                              5.500%  06/15/30     74
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.650%  12/15/29     73
SLM Corp                              5.650%  06/15/30     75
SLM Corp                              5.750%  03/15/30     75
Spacehab Inc                          5.500%  10/15/10     50
Spectrum Brands                       7.375%  02/01/15     69
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     71
Tom's Foods Inc                      10.500%  11/01/04      2
Tousa Inc                             7.500%  03/15/11     59
Tousa Inc                             7.500%  01/15/15     56
Tousa Inc                            10.375%  07/01/12     66
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     73
United Air Lines                      9.200%  03/22/08     52
United Air Lines                     10.125%  03/22/15     52
United Homes Inc.                    11.000%  03/15/05      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.680%  06/27/08      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
USAutos Trust                         2.212%  03/03/11      7
Werner Holdings                      10.000%  11/15/07      3
Westpoint Steven                      7.875%  06/15/05      0
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, 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 ***