TCR_Public/070815.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 15, 2007, Vol. 11, No. 192

                             Headlines

360 GLOBAL: Exclusive Plan Filing Period Moved to October 3
1031 TAX GROUP: Court Finds Ch. 11 Trustee Appointment Unnecessary
ACCESS WORLDWIDE: Secures $8 Million Credit Facility with M&T Bank
ACCREDITED HOME: Sues Lone Star, Wants Merger Deal Completed
ACM MANAGED: Closing Books and Records Following Liquidation

ADVANCED MARKETING: Wants Exclusive Plan Filing Period Extended
ADVANCED MARKETING: Wants More Time to Decide on Two Leases
AEGIS MORTGAGE: Case Summary & 36 Largest Unsecured Creditors
AIRPLANES PASS-THROUGH: Obsolescence Risk Cues S&P to Cut Ratings
AK STEEL: Moody's Lifts Corporate Family Rating to Ba3

ALLIED WASTE: To Buyback Unit's $250 Mil. of 9.25% Senior Notes
ALMA ENERGY: Voluntary Chapter 11 Case Summary
AMERICAN HOME: S&P Junks Rating on Class IV-M-10 Notes
AMERICAN RAILCAR: Board Declares $0.03 Cash Dividend
ASC INC: Sees Profitable Growth After Bankruptcy Asset Sale

AUDUBON PARK: Moody's Holds Ba2 Rating on Revenue Refunding Bonds
AVENTINE RENEWABLE: $300 Mil. of 10% Sr. Notes Validly Tendered
BALLY TOTAL: Files Amended Chapter 11 Reorganization Plan
BALLY TOTAL: Court Gives Interim Nod on Deloitte as Tax Advisors
BALLY TOTAL: Gets Interim Nod to Hire Jefferies as Fin'l Advisor

BEAZER HOMES: Bondholders Organizational Meeting Set for Tomorrow
BEAZER HOMES: Delays Filing of Form 10-Q for Period Ended June 30
BEAZER HOMES: Fitch Cuts Ratings and Puts Under Negative Watch
BEAZER HOMES: Moody's Reviews Ratings and May Downgrade
BKF CAPITAL: Posts $2.6 Million Net Loss in Quarter Ended June 30

BLUEGREEN CORP: Inks Pact Increasing Wachovia Credit Line to $20MM
BON-TON STORES: Weak Sales Cue S&P to Revise Outlook to Negative
CALPINE CORP: Calif. State Parties Object to Disclosure Statement
CALPINE CORP: Court Okays Settlement with 2nd Lien Committee
CHARTERHOUSE BOISE: Section 341(a) Meeting Scheduled for Sept. 7

CINEMARK HOLDINGS: Paying $0.13 Quarterly Dividend on Sept. 18
CITY OF KLAMATH: Fitch Plans No Rating Action on PPM Deal
COLUMBUS MCKINNON: Improved Credit Metrics Get S&P's "BB-" Rating
CREDIT SUISSE: Moody's Affirms Low-B Ratings on Five Cert. Classes
CSK AUTO: Subsidiary Inks Fourth Waiver to Credit Agreement

DANA CORP: Posts $133 Mil. Net Loss in Quarter Ended June 30, 2007
DURA AUTOMOTIVE: No Competing Offers Received for Atwood Sale
DURA AUTOMOTIVE: Wants Nod on Sale of Mobile Division for $160.2MM
FEDERAL-MOGUL: Wants Until December 1 to Decide on Leases
FOOT LOCKER: Paying $0.125/Share Cash Dividend on Nov. 2

FIRST UNION: Moody's Junks Ratings on Two Certificate Classes
FURNITURE BRANDS: S&P Affirms BB- Rating and Removes Neg. Watch
GE CAPITAL: Moody's Affirms Low-B Ratings on Six Cert. Classes
GEMSTONE CDO: Poor Credit Quality Prompts Moody's Ratings Review
GENESIS WORLDWIDE: William J. Assini Joins Board of Directors

GLOBAL REALTY: Posts $669,916 Net Loss in Quarter Ended June 30
HANCOCK FABRICS: Wants Until February 2008 to File Chapter 11 Plan
HANCOCK FABRICS: Gets Open-Ended Deadline to Remove Actions
HOMEBANC CORP: Cancels 2007 Annual Meeting of Shareholders
HOMEBANC CORP: U.S. Trustee Sets Aug. 22 Organizational Meeting

HOMEBANC CORP: JPMorgan Puts Terms on Debtors' Collateral Use
INDEPENDENCE TAX: June 30 Balance Sheet Upside-Down by $5.7 Mil.
INSITE VISION: Earns $2.2 Million in Second Quarter Ended June 30
INTERNATIONAL PAPER: Inks $185 Mil. Central Lewmar Buyout Deal
JAMES VELTMAN: Case Summary & 12 Largest Unsecured Creditors

JAZZ PHARMA: Posts $39.9 Million Net Loss in Quarter Ended June 30
JOHN SHEKERJIAN: Case Summary & 14 Largest Unsecured Creditors
JOSEPH CURTSINGER: Case Summary & 11 Largest Unsecured Creditors
KLINGER ADVANCED: Has Until September 10 to File Schedules
LANDRY'S RESTAURANTS: S&P Retains Junk Rating w/ Developing Watch

LEE JORDAN: Case Summary & 18 Largest Unsecured Creditors
LENOX GROUP: S&P Withdraws Ratings at Company's Request
LUMINENT MORTGAGE: Eight Repo Lenders Declare Default
LUMINENT MORTGAGE: Delays Filing of June 30 Form 10-Q
MAGNA ENTERTAINMENT: Posts $23.4 Mil. Net Loss in Second Quarter

MIRANT CORP: Mirant Lovett Files Amended Plan of Reorganization
MIRANT CORP: Mirant Lovett's Confirmation Hearing Set for Sept. 19
MORTGAGE LENDERS: Wants Until November 5 to Remove Actions
MOVIE GALLERY: July 1 Balance Sheet Upside-Down by $560.3 Million
MQ ASSOCIATES: Inks $45 Mil. Cash Merger Deal With Novant Health

NATIONWIDE HEALTH: S&P Holds BB+ Preferred Stock Rating
NEW CENTURY: Moody's Places Five Low-B Rated Tranches Under Review
NEWCOMM WIRELESS: Files Disclosure Papers in Puerto Rico Court
NOLTON CONYERS: Case Summary & Six Largest Unsecured Creditors
NORTHROP GRUMMAN: Extends $2 Bil. Debt Maturity Until August 2012

NOVELL INC: Expands Enterprise Management Thru Senforce Purchase
NRG ENERGY: Completes $1 Billion Capital Allocation Plan
OGLEBAY NORTON: Board Takes No Action on Harbinger's Tender Offer
PAUL EISAMAN: Case Summary & 12 Largest Unsecured Creditors
POPE & TALBOT: Posts $42.9 Million Net Loss in Second Quarter

PORT TOWNSEND: Court Confirms Plan of Reorganization
PRAMILA SRIVASTAVA: Case Summary & 16 Largest Unsecured Creditors
QMG HOLDINGS: S&P Places Corporate Credit Rating at "B"
QUESTEX MEDIA: Moody's Places Corporate Family Rating at B3
QWEST COMM: Appoints Edward A. Mueller as Chairman and CEO

RF MICRO: Inks Merger Agreement with Sirenza Microdevices
RONALD L. SORRILL: Case Summary & 16 Largest Unsecured Creditors
SALTON INC: Amends Senior Credit; Extends Termination to Dec. 2008
STEAKHOUSE PARTNERS: Posts $2 Mil. Net Loss in Qtr. Ended June 26
SUMMERWIND AT THE BLUFFS: Files Amended Disclosure Statement

SUPERCONDUCTOR TECH: Posts $2 Mil. Net Loss in Qtr. Ended June 30
TABS 2006-6: Moody's Puts $22.5 Mil. Class C Notes Rating on Watch
TARGA RESOURCES: $450MM Loan Cues S&P to Affirm "B" Credit Rating
TARRANT COUNTY: Moody's Holds "Ca" Rating on Series 2001A Bonds
THOMPSON & WALTERS: Files Amended Disclosure Statement in Oregon

TURNER MEDIA: Wants Until September 19 to File Schedules
VALENCE TECH: June 30 Balance Sheet Upside-Down by $67.9 Million
VERTICAL ABS: Moody's Puts $22 Mil. Class C Notes Rating on Watch
WAVE SYSTEMS: Posts $4.8 Million Net Loss in Quarter Ended June 30

* Hunton & Williams Names Michael Silva as Partner in Miami
* U.S. Trustee Program Wants to Hike Fees by 30%
* Vinson & Elkins Adds Six Lawyers in Houston and New York Offices

* Upcoming Meetings, Conferences and Seminars

                              *********

360 GLOBAL: Exclusive Plan Filing Period Moved to October 3
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada extended,
until Oct. 3, 2007, the exclusive period wherein 360 Global
Wine Company Inc. and its debtor-affiliate, 360 Viansa LLC, can
file a plan of reorganization.  The Debtors' exclusive plan
filing period expired on July 5, 2007.

The Court also moved the Debtors' period to solicit acceptances
of that Plan until Dec. 2, 2007.

The Court ruled that the order is without prejudice to the
Debtors' right to seek further extension of the exclusive
periods.

In their request, the Debtors told the Court that they are
continuing their development and analyses of exit strategies,
and in conjunction with their creditors, hope to propose what
will ultimately be a consensual plan of reorganization.

                Final Cash Collateral Access

In July 2007, the Debtors obtained final Court approval to
use the cash collateral securing repayment of their obligations
to Gryphon Master Fund LP.  As of March 7, 2007, the Debtors
owe Gryphon $6,612,128.

The Debtors granted Gryphon with replacement security interests
and liens in certain of their assets as adequate protection.

Headquartered in Los Angeles, California, 360 Global Wine
Company and 360 Viansi LLC -- http://www.360wines.com/-- are    
small, diversified marketers of wine and alcoholic beverages.  
The company filed for Chapter 11 protection on March 7, 2007
(Bankr. Nev. Case No. 07-50205).  Brett A. Axelrod, Esq., at
Beckley Singleton, Chartered, represents the Debtors in their
restructuring efforts.  David A. Honig, Esq., at Winston &
Strawn LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors sought protection from their
creditors, they listed total assets of $43 million and total debts
of $39 million.


1031 TAX GROUP: Court Finds Ch. 11 Trustee Appointment Unnecessary
------------------------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York denied the U.S. Trustee's request
for an appointment of a Chapter 11 Trustee or, in the alternative,
for the conversion of 1031 Tax Group LLC and its debtor-
affiliates' cases into cases under Chapter 7 of the Bankruptcy
Code.

In his Aug. 13 memorandum opinion, Judge Glenn concluded that
establishing fraud by a member of the Debtors' governing body
that appoints new management is by itself insufficient to require
the appointment of a trustee.

"The issue is whether current management is tainted," Judge Glenn
said.

He went on to emphasize that:

   -- the U.S. Trustee failed to show that current management is
      tainted by the alleged sins of prior management;

   -- where a case has an active creditors committee functioning
      effectively and working well with the debtors, there is
      little benefit in appointing a trustee; and

   -- as the Debtors' cases have unfolded, real progress has been
      made through the joint efforts of the Debtors' new
      management and the Offical Committee of Unsecured Creditors.

To the extent that the U.S. Trustee challenged the Debtors'
ability to rehabilitate, Judge Glenn noted that the Debtors have
worked diligently with the Creditors Committee to file a proposed
Joint Disclosure Statement and Plan that could provide creditors
with close to full recovery of their claims.  "This belies the
assertion that the Debtors cannot reorganize," Judge Glenn opined.

Elisabeth A. Hershman, Esq., at Van Prooyen Greenfield LLP, told
the Troubled Company Reporter on Monday that Judge Glenn's ruling
was based on the corporate governance changes that were put into
place by the Debtors both prior to and after their bankruptcy
filings, including the clear abrogation of any authority over the
Debtors' affairs by Edward H. Okun, the Debtors' owner, as well as
the significant progress that the Debtors -- together with the
Creditors Committee -- have made in the cases, including having
filed a Plan.

The Plan, as published in the TCR on Aug. 6, 2007, provides, among
others, that holders of general unsecured claims, totaling
$162,200,000, will receive:

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

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

A hearing to consider approval of the Disclosure Statement
describing the Debtors' Plan will be held this Thursday, Aug. 16.  
The Plan is currently scheduled for confirmation on September
10th.    

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.


ACCESS WORLDWIDE: Secures $8 Million Credit Facility with M&T Bank
------------------------------------------------------------------
Access Worldwide Communications Inc has entered into an $8,000,000
revolving credit banking facility with Manufacturers and Traders
Trust Company "M&T Bank".
    
"We are very pleased to have M&T Bank as our primary lender and we
appreciate their confidence and support,"  Shawkat Raslan,
chairman, president and chief executive officer of Access
Worldwide, said.  "The association with M&T Bank will provide us
with the financial resources to continue our expansion and our
growth."

Based in Arlington, Virginia, Access Worldwide Communications Inc.
(OTCBB: AWWC) -- http://www.accessww.com/-- is a business process   
outsourcing services company that offers customer management and
other BPO services from its offices in the United States and the
Philippines.  The company has approximately 1,000 employees
worldwide, Access supports clients in a variety of industries,
including financial services, technology, telecommunications,
consumer products, healthcare and media.

At March 31, 2007, the company's balance sheet showed total
stockholders' deficit of $1,100,799, compared to a deficit of
$1,180,464 at Dec. 31, 2006.


ACCREDITED HOME: Sues Lone Star, Wants Merger Deal Completed
------------------------------------------------------------
Accredited Home Lenders Holding Co. filed a lawsuit against Lone
Star Fund V (U.S.), L.P. and two of its affiliates seeking
specific performance of Lone Star's obligations to close Lone
Star's tender offer for the outstanding common stock of Accredited
and to complete the merger with Accredited.

In an Aug. 10, 2007 filing with the Securities and Exchange
Commission, Lone Star alleged that Accredited would fail to
satisfy the conditions to the closing of the tender offer.  The
SEC filing also stated that Lone Star did not expect to accept
Accredited shares tendered as of the end of the current offer
period ending at 12:00 midnight, Eastern time, on Aug. 14, 2007.

As previously announced, assuming more than 50% of Accredited's
outstanding shares are tendered by the expiration of the current
offer period on Aug. 14, 2007, the company believes that all
conditions to closing of the tender offer will have then been
satisfied.

The agreement and plan of merger between Accredited and Lone Star
expressly provides that changes generally affecting the non-prime
industry in which the company operates which have not
disproportionately affected the company do not provide a basis for
Lone Star to fail to honor its obligations.

Further, the agreement expressly provides that Lone Star may not
refuse to honor its obligations based on any deterioration in the
business, results of operations, financial condition, liquidity,
stockholders' equity and/or prospects of the company substantially
resulting from circumstances or conditions existing as of the date
that the agreement was signed that were generally publicly known
as of such date or that had been previously disclosed by the
company to Lone Star.

Accordingly, Accredited has filed this lawsuit to hold Lone Star
to its obligations, and to hold it fully responsible for any
damages caused by its failure to satisfy those obligations.

Accredited's board of directors' unanimous recommendation of the
Lone Star transaction to stockholders remains unchanged, and the
company encourages all stockholders to tender their shares prior
to the current tender expiration deadline of 12:00 midnight,
Eastern time, on Aug. 14, 2007.

Accredited further announced that neither Lone Star's filing
indicating its intent not to close the tender nor its actual
failure to close the tender offer does or will constitute an event
of default under any of the company's warehouse facilities.

Additionally, the company has communicated with each of the
warehouse credit providers and plans to continue to fund its
mortgage loan originations.

As previously disclosed, Accredited maintains committed warehouse
facilities with a total capacity of $1.6 billion for U.S. loan
originations and $150 million Canadian for Canada loan
originations.  Accredited remains open for business and is
continuing to operate in the normal course and to fund mortgage
loans in both the U.S. and Canada.

                       About Lone Star Funds

Lone Star Funds -- http://www.lonestarfunds.com/--   
is a U.S. private equity firm.  Since 1995, the principals of Lone
Star have organized private equity funds totaling more than $13.3
billion to invest globally in corporate secured and unsecured debt
instruments, real estate related assets and select corporate
opportunities.

                       About Accredited Home

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. (NASDAQ:LEND) -- http://www.accredhome.com/-- is a   
mortgage company operating throughout the U.S. and in Canada.
Founded in 1990, the company originates, finances, securitizes,
services, and sells non-prime mortgage loans secured by
residential real estate.

                          *     *     *

As reported in the Troubled Company Reporter on April 5, 2007,
Accredited received waivers of certain covenants on three of its
warehouse facilities, which have a combined total of approximately
$100 million in outstanding advances at March 31, 2007.
Accredited agreed with its lenders that it will not draw down
additional borrowings under the facilities at the current time.
In the event such modifications or waivers on the company's credit
facilities are required and Accredited is unable to obtain them
during the remainder of 2007 or thereafter, Accredited may trigger
an event of default under its credit facilities, which could in
turn result in cross defaults under the company's other
facilities.  The occurrence of such events would have a material
and adverse impact on the company's ability to fund mortgage loans
and continue as a going concern.


ACM MANAGED: Closing Books and Records Following Liquidation
------------------------------------------------------------
ACM Managed Income Fund Inc. will close its books and records at
the close of business on Aug. 20, 2007, in connection with
the liquidation and dissolution of the Fund, approved by
stockholders at their Special Meeting held on Aug. 9, 2007.  

The proportionate interests of stockholders in the Fund's assets
will be fixed on the basis of their shareholdings at that time
the Fund Thereafter, the Fund's shares will cease to be traded on
the New York Stock Exchange.
    
It is anticipated that the Liquidation will take place, and the
Fund will make one or more liquidating distributions to
stockholders, by the end of September 2007.
    
Headquartered in New York City, ACM Managed Income Fund Inc.
(NYSE: AMF) is a closed-end U.S.-registered management investment
company advised by AllianceBernstein L.P. with total net assets of
$97,898,535 as of Aug. 3, 2007.  ACM Managed seeks high total
return by seeking both high current income and capital
appreciation.  The Fund normally invests at least 65% of its
assets in fixed-income securities, and at least 50% of its assets
in U.S. government securities and related repurchase agreements.
It may invest up to 50% of its assets in corporate bonds rated as
low as CCC.  The Fund is leveraged with remarketed preferred
shares.


ADVANCED MARKETING: Wants Exclusive Plan Filing Period Extended
---------------------------------------------------------------
Advanced Marketing Services Inc. asks the U.S. Bankruptcy Court
for the District of Delaware to further extend their exclusive
periods to:

   (1) file a plan of reorganization through August 14, 2007;
       and

   (2) solicit and obtain acceptances of that plan through
       November 30.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors have been working
in close cooperation with the Official Committee of Unsecured
Creditors to develop and draft a joint plan and related
documents.  The Debtors believe the requested extension is
consistent with the plan process timeline they have
discussed with the Creditors Committee.

Mr. Collins asserts that the Debtors' Exclusive Periods should be
extended because while the Debtors and the Committee are close to
finalizing a plan and intend to file it in the near future, the
plan is not yet ready.  An extension avoids possible confusion
and inefficiencies that may arise should a creditor or other
party-in-interest present a competing plan during the brief
period during which the Debtors would not technically have
exclusivity.

The Debtors submit that the extension of the Exclusive Periods
will not harm creditors or other parties-in-interest.  The
Debtors believe that they are requesting only a brief extension
of the exclusivity periods, and will be able to proceed with the
hearing for conditional approval of the disclosure statement, as
planned, at the September 26, 2007 omnibus hearing.

"That would also be the first hearing date even if the Debtors
and the Committee had filed the joint plan on August 10, 2007,"
Mr. Collins says.

Judge Sontchi will convene a hearing on September 26, 2007, at
10:00 a.m., to consider the Debtors' request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtors' Exclusive Periods are
automatically extended until the conclusion of that hearing.

                    About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.

(Advanced Marketing Bankruptcy News, Issue No. 15 Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ADVANCED MARKETING: Wants More Time to Decide on Two Leases
-----------------------------------------------------------
Advanced Marketing Services, Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend the period within which they may assume or reject (i) the
Berkeley Lease and the New York Lease through August 31, 2007, and
(ii) the Indianapolis Lease through September 30, 2007.

As of July 27, 2007, the Debtors are parties to three
nonresidential real property leases:

Debtor
Party to    Location         Location       Date of
the Lease   Description      Address        Lease     Landlord
---------   -----------      -------        -------   --------
AMS         Indianapolis,    Indianapolis   3/25/04   The            
            IN - Return                               Prudential
            Center                                    Company
                                                      of America

PGI         PGW - New York   New York,     11/17/87
841-853                
                             NY                       Broadway
                                                      Associates

PGI         PGW - Berkeley   Berkeley,      4/24/97   Demo
4th              
                             CA                       Street
                                                      Berkeley
                                                      LLC

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that Perseus Books LLC and the
Debtors are in discussions regarding the assumption by Perseus of
the Berkeley Lease and the New York Lease.  The Debtors expect to
file a motion to assume and assign both Leases promptly.

Mr. Collins also relates that Baker & Taylor, Inc., has already
entered into a new lease for certain facilities formerly occupied
by the Debtors in Indianapolis.  AMS continues to occupy the
adjacent space, which is the subject of the Indianapolis Lease,
he says.  

Moreover, the Debtors and the landlord for the Indianapolis space
are in the process of finalizing an agreement for the continued
use of that space during the extension period so that the Debtors
can complete the disposition of AMS and PGW inventory in that
location, Mr. Collins explains.

"The Debtors have either obtained the prior written consent of
the lessors of each of the Leases to the extension of time for
the Debtors to assume or reject unexpired leases of
nonresidential real property or expect to do so prior to the
hearing on this Motion," Mr. Collins tells the Court.

Judge Sontchi will convene a hearing on August 24, 2007, at 10:00
a.m., to consider the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Debtors' Lease Decision Period is automatically
extended until the conclusion of that hearing.

                    About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.

(Advanced Marketing Bankruptcy News, Issue No. 15 Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AEGIS MORTGAGE: Case Summary & 36 Largest Unsecured Creditors
-------------------------------------------------------------
This is a corrected copy of Aegis Mortgage Corporation's case
summary originally published in yesterday's Troubled Company
Reporter.

Lead Debtor: Aegis Mortgage Corporation
             aka U.C. Lending
             aka New America Financial
             aka Caledon Capital
             3250 Briarpark
             Suite 400
             Houston, TX 77042

Bankruptcy Case No.: 07-11119

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Aegis Wholesale Corporation                07-11120
        Aegis Lending Corporation                  07-11121
        Aegis Funding Corporation                  07-11122
        Aegis REIT Corporation                     07-11123
        Aegis Correspondent Corporation            07-11125
        Solutions Settlement Services of           07-11126
        America Corporation
        Aegis Mortgage Loan Servicing Corporation  07-11128
        Aegis Loan Servicing, L.P.                 07-11129
        Solutions Title of America Corporation     07-11130
        AMC Insurance Agency of Texas, Inc.        07-11132

Type of business: The Debtor offers a variety of mortgage loan
                  products to brokers through its subsidiaries.
                  See http://www.aegismtg.com/

Chapter 11 Petition Date: August 13, 2007

Court: District of Delaware (Delaware)

Judge: Brendan Linehan

Debtors' Counsel: Curtis A. Hehn, Esq.
                  James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Timothy P. Cairns, Esq.
                  Pachulski, Stang, Ziehl, Young, Jones and
                  Weintraub, L.L.P.
                  919 North Market Street, 16th Floor
                  Wilmington, DE 19801, 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtors' Consolidated List of its 36 Largest Unsecured Creditors:

   Entity                     Nature of Claim         Claim Amount
   ------                     ---------------         ------------
Morgan Stanley                Repurchase Obligation    $15,920,063
c/o Any Feighner
5002 T-Rex Avenue, Suite 300
Boca Raton, FL 33431
Tel: (561) 443-6011
Fax: (561) 544-5732

Countrywide                   Repurchase Obligation    $14,266,813
c/o Tara Chiu
8521 Fallbrook Avenue
Mail Stop WH-51M
West Hills, CA 91304
Tel: (818) 316-8000 ext. 3910
Fax: (818) 316-8849

EMC                           Repurchase Obligation    $10,796,262
c/o Bobbi Bingham
800 State Highway, Bypass
Lewisville, TX 75067
Tel: (214) 626-7494
Fax: (214) 626-3753

Aurora Loan Services          Repurchase Obligation     $8,730,103
c/o Pat Walker
10350 Park Meadows Drive
4th Floor
Littleton, CO 80124
Tel: (720) 945-4772
Fax: (720) 945-5920

Goldman Sachs                 Repurchase Obligation     $8,041,642
c/o Sandra Keebler
100 2nd Avenue South
Suite 200S
St. Petersuburg, FL 33701
Tel: (727) 825-3845
Fax: (212) 256-2245

IndyMac                       Repurchase Obligation     $7,356,477
c/o Ignacio Gomez
3465 East Foothill Boulevard
Pasadena, CA 91107
Tel: (626) 535-5290
Fax: (626) 229-1851

CitiMortgage                  Repurchase Obligation     $6,421,438
c/o Tiffany Geimer
100 Technology Drive
MS 111
O'Fallon, MO 63368
Tel: (636) 261-0190
Fax: (636) 261-0199

RFC                           Repurchase Obligation     $5,518,905
c/o Sandra Duncan
One Meridian Crossing
Suite 100
Minneapolis, MN 55423
Tel: (952) 979-5332
Fax: (952) 841-7666

WAMU                          Repurchase Obligation     $2,583,632
c/o Rhonda Klansky
7255 Baymeadows Way
Jacksonville, FL 32256
Tel: (904) 886-1505
Fax: (904) 866-1502

Deutsche Bank                 Repurchase Obligation     $1,301,555
c/o Jennifer McGuinness
60 Wall Street
New York, NY 10005
Tel: (212) 250-7675
Fax: (212) 797-0521

Bain & Company, Inc.          Management Consulting     $1,125,000
P.O. Box 11321
Boston, MA 02211
Tel: (617) 572-2000
Fax: (617) 572-2427

The Winter Group              Repurchase Obligation       $573,369
45 Rockfeller Plaza
Suite 420
New York, NY 10111

U.S. Recordings, Inc.         Trade/Services              $352,296
2925 Country Drive
St. Paul, MN 55117
Tel: (877) 272-5250
Fax: (651) 765-6418

Old Republic Title            Trade/Services              $339,295
Insurance Company
400 2nd Avenue South
Minneapolis, MN 55402
Tel: (800) 328-4441
Fax: (612) 371-1191

Merrill Lynch                 Repurchase Obligation       $301,637
c/o Molly McHugh
650 Third Avenue South
Suite 1500
Minneapolis, MN 55402
Tel: (612) 336-7300
Fax: (612) 336-7414

HomEq Servicing               Repurchase Obligation       $280,850
c/o Audra Branco
4837 Watt Avenue, Suite 100
North Highlands, CA 95660
Tel: (916) 339-6172
Fax: (916) 339-6955

CSFB                          Repurchase Obligation       $278,718
c/o Rick Hahn
Eleven Madison Avenue
6th Floor
New York, NY 10010-3629
Tel: (212) 538-1429
Fax: (212) 322-0883

Fannie Mae                    Repurchase Obligation       $276,256
Lockbox 403207
6 Feldwood Drive
College Park, GA 30349
Tel: (800) 752-1080
Fax: (202) 752-2062
and
Fannie Mae
Two Galleria Tower            Trade/Services
c/o Margaret Davis            Underwriting Services
13455 Noel Road, Suite 600
Dallas, TX 75240-5003

HSBC                          Repurchase Obligation       $192,716

Nations Holding Company       Services                    $149,984

First American Credco         Trade/Services              $139,047

Land America Tax and Flood    Trade/Services              $115,980

United Guaranty               Contract Underwriter        $114,391
Services, Inc.

FEDEX ERS                     Trade/Services              $104,343

Reserve at Westchase, L.P.    Landlord                    $102,174

Katmore Realty Ten, Ltd.      Landlord                     $96,931

First American Flood          Trade/Services               $86,367
Data Services

Landsafe Appraisal Services   Trade/Services               $84,212

Basepoint Analytics, LLC      Services                     $81,745

Middleberg, Riddle & Gianna   Professional Services        $78,735

Interthinx/Appintelligence    Trade/Services               $77,192

Ross Real Estate, Ltd.        Trade/Landlord               $76,713

Interactive                   Trade/Services               $73,707
Intelligence Inc.

Irwin Home Equity             Repurchase Obligation        $71,807

Clear Capital.Com, Inc.       Trade/Services               $71,220


AIRPLANES PASS-THROUGH: Obsolescence Risk Cues S&P to Cut Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-8 notes from Airplanes Pass-Through Trust to 'BB-' from 'A'.  At
the same time, S&P lowered its rating on the class A-9 notes
issued out of the same trust to 'CCC' from 'BB+' and removed it
from CreditWatch, where it was placed with negative implications
on May 1, 2007.
     
The downgrades reflect the increased risk of obsolescence in the
portfolio's aging fleet, higher re-leasing rate risk, and higher-
than-expected maintenance expenses.  High fuel prices and the
increased availability of financing for new aircraft deliveries
have meant that planes in the APTT portfolio have benefited to a
lesser-than-expected degree from the global recovery in aircraft
lease rates of the past several years.
     
The collateral pool primarily consists of older aircraft assets
that are likely to become economically obsolete earlier than
originally anticipated.  These planes are less fuel efficient than
newer models, a disadvantage that has been substantially magnified
by the surge in jet fuel prices since 2004.  In addition, the
increased availability of credit from operating lessors and other
sources for start-up or smaller airlines, including those in
developing countries, has allowed them to take delivery of new
planes, rather than start out with used aircraft.  This premature
aging effect may cause future lease rates to decline and further
depreciate the fleet value significantly, even in the current
strong global aircraft lease market.  Furthermore, some lessees
have experienced periodic difficulties in meeting maintenance
obligations, which has caused the trust to incur substantial
maintenance expenses.  In APTT's annual report for its fiscal year
ended March 31, 2007, the trust stated that cumulative maintenance
cash outflows since 2001 had been
$162 million more than it had expected.  The trust noted also that
payments under interest rate swaps and caps were
$154 million larger than APTT had forecast in 2001.
     
All of these factors have reduced cash flows available to pay
principal to the class A notes, and S&P believe this trend will
continue going forward.  Under the APTT priority of payments, the
class A-8 notes are repaid before the class A-9 notes, and S&P
believe it is unlikely that the class A-9 notes will be fully
repaid by the legal final maturity.  Standard & Poor's will
monitor this transaction for further deterioration and will make
additional rating changes as warranted.


AK STEEL: Moody's Lifts Corporate Family Rating to Ba3
------------------------------------------------------
Moody's Investors Service upgraded AK Steel Corporation's
corporate family rating to Ba3 from B1.  In a related action,
Moody's upgraded the rating on the company's $550 million senior
unsecured notes due 2012 to B1 from B2 and the rating on its
remaining $150 million senior unsecured notes due 2009 to B1 from
B2.

At the same time, Moody's affirmed AK Steel's SGL-1 speculative
grade liquidity rating.  Moody's notes that AK Steel recently
announced its intention to redeem, on Aug. 24, 2007, its remaining
$150 million senior unsecured notes due 2009.  The ratings on
these notes will be withdrawn following the redemption.  The
ratings outlook is stable.

The upgrade reflects the company's significantly improved debt
protection metrics over recent years, its better operating
profile, viewed as relatively sustainable compared to its 2003
performance, and its ongoing debt reduction efforts.  AK Steel's
success in implementing a more competitive cost structure,
including containing its OPEB expenses through labor contract
renegotiations, which should contribute to stronger through-the-
cycle earnings performance, and the company's improved underfunded
pension position are also considerations in the upgrade.

On a pro forma basis, including the redemption of its remaining
7.875% notes due 2009, AK Steel's outstanding debt balance will be
roughly $665 million, a substantial decline from its outstanding
balance at the end of FY 2006.  Likewise, Moody's notes that the
company recently made its third early contribution to its pension
trust fund this year, totaling about $250 million of early
contributions so far in 2007 (and bringing the total since 2005 to
$609 million), which will significantly reduce its liquidity
requirements for pension funding on a go-forward basis.

The stable outlook captures Moody's expectation that AK Steel's
performance over the next 12 months will continue to remain
acceptable, supported by a reasonable steel environment and the
company's substantial portion of sales sold under contact, which
should help mitigate any moderation in spot steel prices or any
additional potential cost pressures.  Over the near term, the
company is expected to generate operating margins in the single to
high single digit range, maintain Debt/EBITDA under 3x, and remain
free cash flow generative.  The outlook also reflects the absence
of significant debt maturities over the next several years and the
company's solid liquidity position.

AK Steel's Ba3 corporate family rating reflects its position as
one of North America's important middle tier integrated steel
companies, its favorable product mix, including value-added
electrical, stainless, and coated products, its excellent
reputation for service and technological leadership, solid
liquidity profile, and the sustainable improvements achieved in
credit metrics and debt coverage ratios in recent years

The ratings also capture AK Steel's high, although improving,
fixed cost structure, its significant auto exposure, high
sensitivity to downward price movements, exposure to raw material
cost inflation, particularly iron ore, and significant other
liabilities such as pension and OPEB.  While the company has made
significant progress in renegotiating its labor contracts in
recent years, we believe that the company still has a sizeable
cost disadvantage relative to competitors related to its OPEB
expenses associated with retired employees from Middletown works.

The downward revision in the loss given default percentage on the
senior unsecured notes reflects the reduction in senior unsecured
debt obligations in the capital structure following the full
redemption of the 7 5/8% notes due 2009.

Upgrades:

Issuer: AK Steel Corporation

-- Probability of Default Rating, Upgraded to Ba3 from B1

-- Corporate Family Rating, Upgraded to Ba3 from B1

-- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
    B2

Downgrades:

Issuer: AK Steel Corporation

-- Senior Unsecured Regular Bond/Debenture, Downgraded to LGD4,
    65% from LGD4, 59%

Moody's previous rating action on AK Steel was on Sept. 27, 2006,
when Moody's implemented its loss-given-default rating
methodology.

Headquartered in Middletown, Ohio, AK Steel ranks as a middle
tier, high quality integrated steel producer in the United States
(total shipments were around 6.5 million tons over the trailing
twelve months ended June 30, 2007).  The company produces flat-
rolled carbon, stainless and electrical steel products.


ALLIED WASTE: To Buyback Unit's $250 Mil. of 9.25% Senior Notes
---------------------------------------------------------------
Allied Waste Industries Inc. intends to redeem all of the
outstanding $250 million in aggregate principal amount of the
9.25% Senior Notes due 2012 of Allied Waste North America Inc.,
its wholly owned subsidiary, for $261.6 million, plus accrued and
unpaid interest.

Allied expects to redeem on Sept. 9, 2007, with available cash and
a temporary draw under its revolving credit facility.  The trustee
of the outstanding senior notes has been provided with a formal
notice of redemption.

"The redemption of these senior notes will generate annual
interest savings of more than $5 million," Pete Hathaway,
executive vice president and chief financial officer, said.  "We
continue to opportunistically manage our capital structure and our
strong cash flow provides the company with the financial
flexibility needed to redeem these notes."

Headquartered in Scottsdale, Arizona, Allied Waste Industries Inc.
-- http://www.alliedwaste.com/and http://www.disposal.com/--  
(NYSE: AW) provides waste collection, transfer, recycling, and
disposal services for residential, commercial, and industrial
customers in over 100 major markets spanning 37 states and Puerto
Rico.  The company has 24,000 employees.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Fitch Ratings has upgraded the issuer default ratings on Allied
Waste Industries Inc. to 'B+' from 'B'.


ALMA ENERGY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Alma Energy, LLC
        59 Davis Branch
        Stone, KY 41657

Bankruptcy Case No.: 07-70370

Chapter 11 Petition Date: August 13, 2007

Court: Eastern District of Kentucky (Pikeville)

Debtor's Counsel: Michael J. Gartland, Esq.
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800

                        -- and --

                  Paul Stewart Snyder, Esq.
                  P.O. Box 1067
                  Ashland, KY 41105-1067
                  Tel: (606) 325-5555
                  Fax: (606) 324-1665

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


AMERICAN HOME: S&P Junks Rating on Class IV-M-10 Notes
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of notes from American Home Mortgage Investment Trust's
series 2004-1 and 2006-3.  At the same time, S&P placed the rating
on class II-M-3 from series 2004-1 on CreditWatch with negative
implications.  Concurrently, S&P affirmed the ratings on 285
classes from 16 American Home Mortgage Investment Trust and
American Home Mortgage Assets Trust transactions.
     
The seasoning of these 17 deals ranges from five to 40 months, and
all of the pools consist of Alt-A collateral, with the exception
of loan group four from American Home Mortgage Investment Trust
2006-3, which consists of closed-end second liens.  
     
The downgrade and CreditWatch placement affecting series 2004-1
are due to recent losses that have deteriorated available credit
support and reduced overcollateralization to below their
respective targets.  As of the July 2007 remittance period, O/C
for loan group two from series 2004-1 was approximately
$360,055, compared with a target of $576,460, while O/C for loan
group four was $240,971, compared with a target of $512,875.
Delinquencies for loan groups two and four were 10.18% and 7.09%
of the current balances, respectively, while cumulative losses
were relatively low at 0.02% and 0.20% of the original pool
balances.
     
Standard & Poor's will continue to closely monitor the performance
of class II-M-3 from series 2004-1.  If O/C is restored during the
upcoming months, S&P will affirm the rating on this class and
remove it from CreditWatch.  Conversely, if delinquencies continue
to translate into substantial realized losses in the coming months
and further erode available credit enhancement, S&P will lower the
rating on this class, and S&P could take further negative rating
actions on the more senior tranches.
     
The downgrades affecting American Home Mortgage Investment Trust
2006-3 reflect Standard & Poor's revised closed-end second-lien
surveillance assumptions, which S&P implemented on July 19, 2007.  
Standard & Poor's stress test loss projection on the current
delinquency pipeline is approximately $6.750 million based on the
new surveillance assumptions.  S&P expect the transaction to
realize these losses over the next six months, which will result
in a continuous erosion of credit enhancement.  As a result of the
reduction in credit enhancement, the downgraded classes will no
longer have sufficient credit support to maintain the previous
ratings.  Total delinquencies represent 8.57% of the current loan
group four balance, while cumulative realized losses represent
0.13% of the original loan group four balance.
     
The affirmations reflect stable collateral performance as of the
July 2007 distribution period.  Current and projected credit
support percentages are sufficient at the respective rating
levels.  As of the latest remittance report, total delinquencies
were relatively low, ranging from 0.25% (series 2005-1, group
nine) to 10.18% (series 2004-1, group two) of the current
respective principal balances.  Severe delinquencies (90-plus
days, foreclosures, and REOs) ranged from 0.05% (series 2005-1,
group nine) to 7.09% (series 2004-1, group four) of the current
respective principal balances.  While eight of the 16 transactions
have incurred no losses to date, cumulative realized losses for
the remaining eight deals ranged from 0.01% (series 2005-4, group
one, and series 2006-1) to 1.38% (series 2005-4, group two) of the
original respective principal balances.
     
American Home Mortgage Investment Corp. filed for bankruptcy on
Aug. 8, 2007, but the company's servicing operations remain open,
and the performance of the transactions mentioned herein has been
stable thus far.  While American Home Mortgage currently services
American Home Mortgage Investment Trust's series 2004-1, 2004-2,
2004-3, and 2004-4, Wells Fargo is the master servicer on the
remaining 13 transactions.


Ratings Lowered

American Home Mortgage Investment Trust

                                            Rating
                                            ------
         Series        Class          To              From
         ------        -----          --              ----
         2004-1        IV-M-3         B               BBB
         2006-3        IV-M-6         BBB+            A-
         2006-3        IV-M-7         BB              BBB+
         2006-3        IV-M-8         BB              BBB+
         2006-3        IV-M-9         B               BBB-
         2006-3        IV-M-10        CCC             BB
          
Rating Placed on Creditwatch Negative

American Home Mortgage Investment Trust

                                           Rating
                                           ------
         Series        Class          To              From
         ------        -----          --              ----
         2004-1        II-M-3         BBB/Watch Neg   BBB

Ratings Affirmed

American Home Mortgage Investment Trust
     Series       Class                                Rating
     ------       -----                                ------   
     2004-1       I-A, II-A, III-A, IV-A               AAA
     2004-1       I-M-1, II-M-1, III-M-1, IV-M-1       AA
     2004-1       I-M-2, II-M-2, III-M-2, IV-M-2       A
     2004-1       I-M-3                                BBB
     2004-2       I-A, II-A, III-A, IV-A-3, IV-A-4     AAA
     2004-2       IV-A-5, IV-A-6, V-A                  AAA
     2004-2       M-1                                  AA
     2004-2       M-2                                  A
     2004-2       M-3                                  BBB
     2004-3       I-A, II-A, III-A, IV-A, V-A          AAA
     2004-3       VI-A1, VI-A3, VI-A4, VI-A5           AAA
     2004-3       M-H1, M-F1                           AA
     2004-3       M-H2, M-F2                           A
     2004-3       M-H3, M-F3                           BBB
     2004-4       I-A-1, I-A-2, II-A-1, II-A-2         AAA
     2004-4       III-A, IV-A, V-A, VI-A-1, VI-A2      AAA
     2004-4       VII-A                                AAA
     2004-4       M-1, VI-M-1                          AA
     2004-4       M-2, VI-M-2                          A
     2004-4       VI-M-3                               A-
     2004-4       VI-B-1                               BBB+
     2004-4       M-3, VI-B-2                          BBB
     2004-4       VI-B-3                               BBB-
     2005-1       I-A-1, I-A-2, I-A-3, II-A-1, II-A-2  AAA
     2005-1       III-A-1, III-A-2, IV-A-1, IV-A-2     AAA
     2005-1       V-A-1, V-A-2, VI-A, VII-A-1          AAA
     2005-1       VII-A-2, VIII-A-1, VIII-A-2, IX-A    AAA
     2005-1       M-1                                  AA+
     2005-1       M-2                                  AA
     2005-1       M-3                                  AA-
     2005-1       VIII-M-1                             AA
     2005-1       M-4, VIII-M-2                        A
     2005-1       M-5, VIII-M-3                        A-
     2005-1       M-6, VIII-M-4                        BBB+
     2005-1       M-7, VIII-M-5                        BBB
     2005-1       M-8, VIII-M-6                        BBB-
     2005-1       B                                    BB
     2005-2       I-A-1, I-A-2, I-A-3, II-A-1, II-A-2  AAA
     2005-2       II-A-3, III-A, IV-A-1, IV-A-2        AAA
     2005-2       IV-A-3, V-A-1, V-A-2, V-A-3          AAA
     2005-2       V-A-4-A, V-A-4-B, V-A-4-C            AAA
     2005-2       V-A-4-D, VI-A                        AAA
     2005-2       M-1, V-M-1, V-M-2                    AA+
     2005-2       M-2, M-3, M-4, V-M-3, V-M-4          AA
     2005-2       M-5, V-M-5                           A
     2005-2       B, V-B                               BBB
     2005-3       I-A-1, I-A-2, II-A-1, II-A-2         AAA
     2005-3       II-A-3, II-A-4, III-A-1, III-A-2     AAA
     2005-3       III-A-3, III-A-4                     AAA
     2005-3       M-1, M-2                             AA+
     2005-3       M-3                                  AA
     2005-3       M-4                                  AA-
     2005-3       M-5                                  A+
     2005-3       M-6                                  A
     2005-3       B                                    BBB
     2005-4       I-A-1, I-A-2, I-A-3, II-A, III-A-1   AAA
     2005-4       III-A-2, III-A-3, IV-A, V-A          AAA
     2005-4       I-M-1, M-1                           AA+
     2005-4       I-M-2, M-2                           AA
     2005-4       I-M-3, M-3                           AA-
     2005-4       I-M-4, M-4                           A
     2005-4       I-M-5, M-5                           BBB
     2005-4       I-M-6, M-6                           BBB-
      
Ratings Affirmed

American Home Mortgage Assets Trust

     Series       Class                                Rating
     ------       -----                                ------
     2006-1       1A1, 1A2, 1A3, 1A4, 2A1, 2A2, 2A3    AAA
     2006-1       R-I, R-II, X-A, X-B, X-C, M-1        AAA
     2006-1       M-2, M-3                             AA+
     2006-1       M-4, M-5                             AA
     2006-1       M-6                                  AA-
     2006-1       M-7                                  A+
     2006-1       M-8                                  A
     2006-1       M-9                                  A-
     2006-1       B-1                                  BB
     2006-1       B-2                                  B
     2006-2       1A1, 1A2, 1A3, 2A1, 2A2, 2A3, XB1    AAA
     2006-2       XBJ                                  AAA
     2006-2       M-1                                  AA+
     2006-2       M-2                                  AA
     2006-2       M-3                                  AA-
     2006-2       M-4                                  A+
     2006-2       M-5                                  A-
     2006-2       M-6                                  BBB+
     2006-2       M-7                                  BBB-
     2006-3       I-A-1, I-A-2-1, I-A-2-2, 1-A-3       AAA
     2006-3       II-A-1-1, II-A-1-2, II-A-2           AAA
     2006-3       II-A-3-1, II-A-3-2, III-A-1-1        AAA
     2006-3       III-A-1-2, III-A-2, III-A-3-1        AAA
     2006-3       III-A-3-2                            AAA
     2006-3       M-1                                  AA+
     2006-3       M-2, M-3, M-4                        AA
     2006-3       M-5                                  A+
     2006-3       M-6                                  A
     2006-3       M-7                                  BBB+
     2006-4       I-A-1-1, I-A-1-2, I-A-2-1, I-A-2-2   AAA
     2006-4       I-A-3, II-A-1, II-A-2, II-A-3        AAA
     2006-4       M-1                                  AA+
     2006-4       M-2, M-3                             AA
     2006-4       M-4                                  A+
     2006-4       M-5                                  A
     2006-4       M-6                                  BBB+
     2006-5       A-1, A-2, A-3-1, A-3-2               AAA
     2006-5       M-1                                  AA+
     2006-5       M-2, M-3                             AA
     2006-5       M-4                                  A+
     2006-5       M-5                                  A
     2006-5       M-6, M-7                             BBB+
     2006-6       A1-A, A1-B, A1-C, A2-A, A2-B         AAA
     2006-6       R, X-P                               AAA
     2006-6       M-1                                  AA+
     2006-6       M-2                                  AA
     2006-6       M-3                                  AA-
     2006-6       M-4                                  A+
     2006-6       M-5                                  A
     2006-6       M-6                                  A-
     2006-6       M-7                                  BBB+
     2006-6       M-8                                  BBB
     2006-6       M-9                                  BBB-
     2006-6       B-1, B-2                             BB
     2006-6       B-3                                  B  
     2007-1       A-1, A-2, A-3                        AAA
     2007-1       M-1                                  AA
     2007-1       M-2                                  AA-
     2007-1       M-3                                  A+
     2007-1       M-4, M5                              A
     2007-1       M-6                                  A-
     2007-1       M-7                                  BBB+
     2007-1       M-8                                  BBB-
     2007-2       A-1, A-2-A, A-2-B, A-3               AAA
     2007-2       M-1                                  AA+
     2007-2       M-2                                  AA
     2007-2       M-3                                  AA-
     2007-2       M-4                                  A+
     2007-2       M-5                                  A
     2007-2       M-6                                  A-
     2007-2       M-7                                  BBB+
     2007-2       M-8                                  BBB
     2007-2       M-9                                  BBB-


AMERICAN RAILCAR: Board Declares $0.03 Cash Dividend
----------------------------------------------------
American Railcar Industries Inc.'s board of directors declared a
cash dividend of $0.03 per share of common stock of the company.

The dividend is payable on Oct. 19, 2007, to shareholders of
record at the close of business on Oct. 5, 2007.

American Railcar Industries Inc., (NasdaqGS: ARII) --
http://www.americanrailcar.com/-- through its subsidiaries,  
engages in the design, manufacture, sale, and marketing of covered
hopper and tank railcars in North America.  It operates in two
segments, Manufacturing Operations and Railcar Services.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit and senior unsecured notes ratings to St. Charles,
Missouri-based railcar manufacturer American Railcar Industries
Inc.  The outlook is stable.


ASC INC: Sees Profitable Growth After Bankruptcy Asset Sale
-----------------------------------------------------------
After voluntarily filing for chapter 11 protection on May 2, 2007,
American Specialty Cars Incorporated has sold a majority of its
assets to Hancock Park Associates of Los Angeles, California.
    
Hancock Park Associates signed a definitive agreement to purchase
ASC's open air and creative services assets on May 1, 2007.  The
acquisition was approved by the federal bankruptcy court on
June 22, 2007 and was finalized.

The transaction represents a strategic addition to Hancock Park
Associates' automotive holdings, as the firm is also the majority
Investor in Saleen Incorporated, a specialty vehicle manufacturer
headquartered in Irvine, California.  

Kevin Listen, a Hancock Park Associates partner, noted the
significance of ASC's expertise in design and body engineering,
and his intention to capitalize on the synergies found by
connecting ASC to Saleen's powertrain and chassis capabilities.
    
Paul Wilbur will remain as president and CEO of ASC.  In addition,
a majority of the executive team, including Chris Theodore, and a
portion of the hourly and salary staff members will continue
moving forward with ASC.  ASC executives Steve Laurain and Mark
Trostle will lead the Open Air and Creative Services divisions.
    
The assets of the remaining ASC divisions not included in the
acquisition, now known collectively as St. James Inc., are still
under bankruptcy court protection.  These assets include the
discontinued operations relating to vehicle painting, composites
and past-model service business units.
    
Hancock Park Associates also assumed liabilities under certain
Supplier contracts that supported ASC's open air and creative
services divisions, and related past invoices are being paid
according to protocol established by the bankruptcy court.
    
Now free from heavy overhead related to the early termination of
The Chevrolet SSR and its old paint and composites divisions, ASC
has a strong balance sheet that is poised for profitable growth in
the open air and creative services businesses.  ASC and Jeep will
introduce another open air innovation to the U.S. market -- the
new Sky Slider roof.

The full open air roof option offers a convertible-like experience
in SUVs and Crossovers at an affordable price point. Early dealer
orders are strong for this innovative roof system.
    
                     ABOUT ASC Incorporated

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


AUDUBON PARK: Moody's Holds Ba2 Rating on Revenue Refunding Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the underlying Ba2 rating on
the Audubon Park Commission's Aquarium Revenue Refunding Bonds,
Series 1997.  The rating outlook is stable.  The bonds continue to
be rated Aaa based on bond insurance from MBIA.

The Audubon Commission is a component unit of the City of New
Orleans which has management agreements with the Audubon Nature
Institute to operate its facilities, including the Audubon Zoo and
Park, the Aquarium and Riverfront Park, the Audubon Insectarium,
the Species Survival Center and Louisiana Nature Center.  Moody's
rating approach considers the combined financial resources and
operations of both the Commission and the Institute.

Unlike the Series 1997 Aquarium Revenue Bonds, the majority of the
Commission's debt is General Obligation Limited Tax and is
assigned an underlying Ba1 rating.

                        Legal Security

Net revenue pledge of the Aquarium of the Americas.  Structural
features include a debt service reserve fund surety bond,
additional bonds test and 1.75 times rate maintenance covenant.

                          Strengths

Management's successful and resourceful reopening of Commission's
facilities including the Aquarium and Riverfront Park.  The
Aquarium and IMAX Theater reopened on May 26, 2006 with restored
facilities, collections and exhibits.  Visitor levels and related
revenues are up markedly from FY2006, but are expected to remain
below pre-Katrina levels for some time.

Ongoing private donor support for the Audubon Nature Institute,
which operates the Aquarium, including $4.2 million in gift
revenue in FY2006.  Increased donations aided financial resource
growth for the Commission and Institute in FY2006, with total
financial resources up 18% to $44 million.

Aquarium's business interruption insurance has provided a buffer
for lost visitor revenue.  Debt service coverage for the twelve
months ending Dec. 31, 2006 was 2.67 times including business
interruption insurance revenue.  With comparatively limited
insurance revenue expected in FY2007, we expect a lower level of
coverage than from the prior year, despite increase in admissions
revenue.

Gulf Opportunity Zone borrowing gives total of $4.9 million in
debt service relief on Aquarium Revenue Bonds through FY2009.
These funds are trustee held and, when paid, result in a loan
payable by the Commission.

                         Challenges

Uncertain pace of recovery in visitor levels for Aquarium and Imax
theater, which will depend in part on the broader restoration of
the New Orleans tourism base.  Through July 27, 2007, the Aquarium
had 386,000 visitors, down from 625,000 in 2004, but significantly
up from prior year.

Commission's operating performance will continue to be somewhat
uneven, with Moody's calculation of an operating 10.8% deficit in
FY2006. In FY2007, the property tax revenue will be approximately
85% of FY2004.

Increased labor costs, especially for front-line employees have
somewhat offset about 25% reduction in employees.  Ongoing careful
expense management will be crucial to maintain net revenue
coverage related to Aquarium Revenue pledge.

                            Outlook

The stable outlook for the Aquarium Revenue Bond rating reflects
Moody's expectations of a measured pace of recovery for the net
revenues of the Aquarium enterprise and ongoing public support
including the substantial debt service relief.  The stable outlook
also is based on a record of sound financial management in
response to substantial disruption in revenues of the Aquarium.

What could change the rating - Up

Quick recovery of visitor revenues combined with solid tax revenue
and donor support; financial resource growth and limited future
borrowing. Improvements in the credit profile of the City of New
Orleans.

What could change the rating - Down

Failure to gradually rebuild net revenues to support operations
and debt service, leading to declines in financial resources.

Audubon Park Commission Key Indicators (Fiscal year 2006 data):

-- Aquarium admissions revenue: $2.4 million

-- IMAX admissions revenue: $0.7 million

-- Total debt: $57.2 million (including debt of Audubon
Nature           
    Institute)

-- Total financial resources: $43.9 million (including Audubon
    Institute)

-- Expendable financial resources to debt: 0.5 times

-- Expendable financial resources to operations: 0.76 times

-- Reliance on local tax support: 20% of total revenue

-- Average comprehensive debt service coverage: 1. 6 times

Rated Debt

Net Revenue Pledge:

-- Aquarium Revenue Refunding Bonds, Series 1997: Ba2 underlying,
    Aaa (MBIA)

Limited Tax Pledge:

-- Audubon Commission Aquarium Bonds, Series 2003A: Aaa (FSA)

-- Audubon Commission Aquarium Bonds, Series 2001 A and 2001 B:
    Aaa (FSA)

Audubon Commission Improvement and Refunding Zoo Bonds, Series
1997:

-- Ba1 underlying, Aaa (Ambac)


AVENTINE RENEWABLE: $300 Mil. of 10% Sr. Notes Validly Tendered
---------------------------------------------------------------
Aventine Renewable Energy Holdings Inc. was advised by the
exchange agent, Wells Fargo Bank N.A., that all $300 million of
10% senior unsecured fixed rate notes due 2017, (CUSIP No.
053505AA1), registered under the Securities Act of 1933, as
amended, were validly tendered for exchange of its outstanding
unregistered 10% senior unsecured fixed rate notes due 2017.

The Exchange Offer expired at 5:00 p.m., New York City time, on
Aug. 10, 2007.  

The company has agreed to accept for exchange all of such Original
Notes.  The company expects Wells Fargo Bank, N.A. to complete the
Exchange Offer, by issuing New Notes to the tendering Original
Noteholders.

The Exchange Offer was conducted to satisfy the company's
obligations under the terms of a registration rights agreement
entered into as part of a private placement financing transaction
completed in March 2007, and does not represent a new financing
transaction.  The company will not receive any proceeds from the
Exchange Offer.

The Exchange Agent for the Exchange Offer was:

     Wells Fargo Bank, N.A.
     Corporate Trust Operations
     MAC N9303-121, PO Box 1517
     Minneapolis, MN 55480
     Tel. (612) 667-9764)

             About Aventine Renewable Energy Holdings

Headquartered in Pekin, Illinois, Aventine Renewable Energy
Holdings Inc. (NYSE:AVR) -- http://www.aventinerei.com/--  
produces and markets ethanol used as a blending component for
gasoline in the United States.  It produces ethanol and co-
products at its wholly owned wet milling and dry milling plants in
Pekin, Illinois, and its 78.4%-owned dry milling plant in Aurora,
Nebraska.  Additionally, the firm operates a marketing alliance
that pools ethanol from multiple third party producers and sells
it nationwide, for which it receives a commission.  

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' rating on
Aventine Renewable Energy Holdings Inc.


BALLY TOTAL: Files Amended Chapter 11 Reorganization Plan
---------------------------------------------------------
Bally Total Fitness has filed a motion with the U.S. Bankruptcy
Court for the Southern District of New York seeking approval to
amend its Joint Prepackaged Chapter 11 Plan of Reorganization to
implement a superior alternative restructuring proposal from
Harbinger Capital Partners Master Fund I, Ltd. and Harbinger
Capital Partners Special Situations Fund L.P. without the need to
resolicit votes from its creditors.
    
Under its proposal, Harbinger would invest approximately
$233.6 million in exchange for 100% of common equity of the
reorganized Bally.   The amended plan would provide equal or
better treatment to holders of the company's 10-1/2% Senior Notes
due 2011 and its 9-7/8% Senior Subordinated Notes due
October 2007, well as all other holders of unsecured claims
against the company.

Holders of existing common stock in Bally and certain other claims
treated as equity in bankruptcy would receive $16.5 million in the
aggregate.  Under the Existing Plan, common stockholders would
receive no distribution.  The amended plan would also result in
additional de-levering of the company.  

If the Bankruptcy Court grants the motions filed, the company
would be able to implement the amended plan and emerge from
Chapter 11 within a similar timeframe as the Existing Plan.
    
In its motion, Bally is seeking Court approval to pursue the
amended plan without further vote solicitation and to treat
received votes to accept the Existing Plan as votes to accept the
amended plan implementing the Harbinger-funded restructuring.

Bally has also filed a motion seeking court approval to enter into
an Investment Agreement providing for Harbinger's commitment to
make its $233.6 million equity investment, and a Restructuring
Support Agreement reflecting the parties' commitment to implement
the Harbinger-funded restructuring through the amended plan.
    
Under the amended plan, the company can still consummate the
restructuring set forth in the Existing Plan if the Harbinger-
funded restructuring cannot be consummated.  

The Existing Plan would be funded by $90 million in capital to be
provided through the issuance of new senior subordinated notes in
a rights offering backstopped by funds managed by Tennenbaum
Capital Partners, LLC, Goldman Sachs & Co., and Anschutz
Investment Company
    
Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  

No schedule has been set to date for an organizational meeting
that would create an Official Committee of Unsecured Creditors.
The Court recently held that the meeting of creditors pursuant to
Section 341(a) of the Bankruptcy Code will not be convened, and
is canceled, if the Debtors' Plan of Reorganization is confirmed
on or prior to October 16, 2007.


BALLY TOTAL: Court Gives Interim Nod on Deloitte as Tax Advisors
----------------------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-
affiliates obtained authority, on an interim basis, from
the U.S. Bankruptcy Court for the Southern District of New
York in Manhattan to employ Deloitte Tax LLP as their tax
services provider, effective as of July 31, 2007.

According to Marc D. Bassewitz, senior vice president, secretary
and general counsel of Bally Total Fitness Holding Corporation,
Deloitte Tax and its professionals have extensive experience and
knowledge in the field of tax services, including providing tax
advisory services in cases before bankruptcy courts.

Moreover, the firm has performed other work for the Debtors in
the past, and is therefore familiar with the Debtors' corporate
structures and businesses, and many of the potential issues that
may arise in the context of the Chapter 11 cases, Mr. Bassewitz
says.  

As Tax advisors, Deloitte Tax will render tax advisory services
to the Debtors, including:

   (a) assisting the Debtors with the federal tax effects of the
       commencement of the Chapter 11 cases;

   (b) providing the Debtors with various tax compliance
       services, including assisting the Debtors with certain FAS
       109 calculations and preparing various federal, state and  
       local tax returns;

   (c) providing general corporate tax advisory services;

   (d) assisting the Debtors with their efforts to implement FASB
       Interpretation No. 48; and

   (e) providing tax examination services.

Mr. Bassewitz tells the Court that Deloitte Tax will charge the
Debtors a fixed weekly fee of $10,000 for approximately 40 to 60
hours of tax compliance services pursuant to an engagement
letter dated May 29, 2007.

Deloitte Tax will be paid on its hourly rates for all other
services:

           Partner or Director     $475 - $645
           Senior Manager          $400 - $535
           Manager                 $325 - $450
           Senior Associate        $275 - $365
           Associate               $175 - $270

David Hoffman and Rochelle Kleczynski are the professionals
expected to have primary responsibility for providing services to
the Debtors.

As a result of Deloitte FAS' and its affiliate, Deloitte Tax
LLP's prepetition services to the Debtors, both parties received
retainers from the Debtors in the 90 days prior to the Petition
Date:
                                  Amount
                                  ------
           Deloitte FAS       $1,681,004  
           Deloitte Tax          645,863

About $50,562 in Deloitte FAS' retainers remained as of the
Petition Date, while $91,370 remained in Deloitte Tax's
retainers.  No amounts were due and owing from the Debtors to
both advisors prior to that Date.

The Debtors will indemnify and hold harmless Deloitte Tax, its
subcontractors and their personnel from all claims, liabilities
and expenses relating to the engagement, except to the extent
finally judicially determined to have resulted primarily from
Deloitte Tax's bad faith, intentional misconduct or recklessness.
The Debtors agree these indemnification provisions:

Richard Bodnum, Esq., a partner at Deloitte Tax, assures the
Court that Deloitte Tax is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code, as
modified by section 1107(b).

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  

No schedule has been set to date for an organizational meeting
that would create an Official Committee of Unsecured Creditors.
The Court recently held that the meeting of creditors pursuant to
Section 341(a) of the Bankruptcy Code will not be convened, and
is canceled, if the Debtors' Plan of Reorganization is confirmed
on or prior to October 16, 2007.  (Bally Total Fitness Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


BALLY TOTAL: Gets Interim Nod to Hire Jefferies as Fin'l Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
in Manhattan gave Bally Total Fitness Holding Corporation and
its debtor-affiliates authority, on an interim basis, to employ
Jefferies & Company Inc. as their financial advisor, effective
as of July 31, 2007.

Jefferies & Company Inc. is an investment banking firm, which
has provided prepetition services to the Debtors, working closely
with them to pursue available alternatives, thereby playing a
pivotal role in the Debtors' proposed Plan of Reorganization,
Marc D. Bassewitz, senior vice president, secretary and general
counsel of Bally Total Fitness Holding Corporation, tells the
Court.

Jefferies is, thus, familiar with the Debtors' business
operations, capital structure, financing documents and other
material information, and is able to assist the Debtors in their
restructuring efforts, Mr. Bassewitz says.

As financial advisor, the firm is expected to:

   -- advice and assist the Debtors in connection with analyzing,
      structuring, and effecting -- including providing valuation
      analyses as appropriate -- and acting as financial advisor
      in connection with, any potential restructuring;

   -- perform financial advisory services, including (i)
      analyzing the business, operations, properties, financial
      condition, and prospects of the Debtors, (ii) advising the
      Debtors on the current state of the restructuring market,
      (iii) assisting and advising the Debtors in developing a
      general strategy for accomplishing a restructuring,
      including the value of the securities, if any, that may be
      issued, (iv) providing valuation and related services in
      connection with any proposed restructuring, and (v)
      rendering other financial advisory services as may from
      time to time; and

   -- provide advice and assistance in connection with the
      solicitation of votes.

According to Mr. Bassewitz, investment bankers like Jefferies do
not charge for their services on an hourly basis.  Instead, they
customarily charge a monthly advisory fee plus an additional fee
that is contingent upon the occurrence of a specified type of
transaction.

For its services rendered to the Debtors, Jefferies will be paid:

   -- an initial monthly fee equal to $125,000 per month from
      February 24, 2007, through June 30, 2007;

   -- a second monthly fee equal to $150,000 per month from
      July 1, 2007, through September 30, 2007; and

   -- a final monthly fee equal to 50% of second monthly fee from
      and after October 1, 2007, until the expiration of the
      agreement.

A transaction fee of $3,350,000 was earned unconditionally on the
execution of the restructuring engagement letter with the
Debtors, and payable prior to June 30, 2007.

Mr. Bassewitz clarifies that 50% of the aggregate initial monthly
fees actually paid to Jefferies in excess of $375,000 will be
credited against the Transaction Fee.

The Debtors will also reimburse Jefferies for all fees,
reasonable disbursements and reasonable out-of-pocket expenses,
including Jefferies' counsel fees, not to exceed $50,000 in the
aggreagate absent the consent of the Debtors; and, Jefferies'
counsel disbursements, not to exceed $100,000 in the aggregate.

Mr. Bassewitz adds that for its advisory services, Jefferies will
be paid:

   (a) an advisory transaction fee of $1,650,000, upon
       consummation of a Merger & Acquisition transaction;

   (b) a non-core transaction fee of 2% of the transaction value
       in the event of a non-core transaction, plus, in the
       discretion of the Debtors' chief restructuring officer,
       additional compensation up to an aggregate of $500,000 for
       all non-core transactions.  Non-core transaction fees will
       not exceed $1,000,000 in the aggregate.

In the event the Debtors request that Jefferies render an
"Alternate Opinion", the Debtors and Jefferies will mutually
agree on a reasonable fee for the services which will be based on
the prevailing market rate.

Pursuant to an M&A advisory engagement letter between the Debtors
and Jefferies, an M&A opinion fee of $500,000 will be charged for
each M&A opinion delivered, of which 100% of the amount will be
credited against the advisory transaction fees.

Jefferies will apply to the Court for payment of compensation and
reimbursement expenses in accordance with applicable provisions
on the Bankruptcy Code.

Mr. Bassewitz notes that prior to the Petition Date, Jefferies
received approximately $4,099,761 in fees and $45,677 in expenses
from the Debtors, for prepetition services rendered and expenses
incurred in advising the Debtors.

No indemnification will be available to the Debtors for losses
that are determined, by a final, nonappealable judgement by a
court to have resulted primarily from an indemnified person's own
gross negligence or willful misconduct, reveals Mr. Bassewitz.

William Q. Derrough, managing director of Jefferies & Company,
Inc., assures the Debtors that Jefferies is a "disinterested
person" as the phrase is defined in Section 101(14) of the
Bankruptcy Code as modified by Section 1107(b).

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  

No schedule has been set to date for an organizational meeting
that would create an Official Committee of Unsecured Creditors.
The Court recently held that the meeting of creditors pursuant to
Section 341(a) of the Bankruptcy Code will not be convened, and
is canceled, if the Debtors' Plan of Reorganization is confirmed
on or prior to October 16, 2007.  (Bally Total Fitness Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


BEAZER HOMES: Bondholders Organizational Meeting Set for Tomorrow
-----------------------------------------------------------------
The law firm Brown Rudnick Berlack Israels LLP, on behalf of its
clients who are significant holders of bonds issued by Beazer
Homes USA, Inc., will be hosting an organizational telephonic
meeting among interested bondholders to discuss publicly disclosed
recent developments, including the delay in the issuance of Beazer
Homes USA, Inc.'s third quarter financial report due to accounting
irregularities.  The teleconference will take place at 4:00 p.m.
E.T. on Thursday, Aug. 16, 2007.

If you are a holder of the Bonds and wish to participate in this
teleconference, please contact Organizers' counsel, Robert Stark
at (212) 209-4862 or Todd Feinsmith at (617) 856-8585 both of the
law firm of Brown Rudnick Berlack Israels LLP.

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


BEAZER HOMES: Delays Filing of Form 10-Q for Period Ended June 30
-----------------------------------------------------------------
Beazer Homes USA, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it will be unable to
file its Form 10-Q for the period ended June 30, 2007, by the
required deadline.

The company discloses that its Audit Committee is conducting an
independent internal investigation of the company's mortgage
origination business and related matters.  To assist with the
investigation, the Audit Committee retained independent legal
counsel, who, in turn, retained independent forensic accountants.

During the course of the investigation, the company discovered
that its former Chief Accounting Officer may have caused reserves
and other accrued liabilities, relating primarily to land
development costs and costs to complete houses, to have been
recorded in prior accounting periods in excess of amounts that
would have been appropriate under generally accepted accounting
principles.  These reserves and other accrued liabilities, if
reversed in subsequent accounting periods, could have been used to
reduce the company's operating expenses by amounts that would not
have been appropriate under generally accepted accounting
principles.

Independent counsel has issued preliminary updates to the Audit
Committee concerning the status of the matters described.  The
investigation is ongoing and the company is not, at this time,
able to predict or determine whether any adjustments will be
required with respect to the company's previously issued financial
statements or whether the release of any portion of these reserves
or accrued liabilities will have any impact on the Company's
financial results for the quarterly period ended June 30, 2007.

However, at this time, the company does not believe that the
amounts at issue with respect to these reserves and accrued
liabilities during the quarterly and nine month periods ended June
30, 2006 and 2007 are quantitatively material.  In addition, at
present, the company does not believe that the resolution of these
issues will result in an adjustment to the company's previously
reported cash position.

The Audit Committee is continuing to examine these matters and was
not able to make a final conclusion by Aug. 9, 2007, the required
filing date for the company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2007. The Audit Committee and
its independent counsel are working expeditiously to resolve these
issues as soon as practicable.

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


BEAZER HOMES: Fitch Cuts Ratings and Puts Under Negative Watch
--------------------------------------------------------------
Fitch Ratings has downgraded Beazer Homes USA, Inc.'s Issuer
Default Rating to 'BB' from 'BB+' and simultaneously placed its
ratings on Rating Watch Negative.  Fitch currently rates Beazer's
debt as:

  -- Issuer Default Rating downgraded to 'BB' from 'BB+';
  -- Unsecured revolving credit facility downgraded to 'BB' from
     'BB+';
  -- Senior notes downgraded to 'BB' from 'BB+';
  -- Convertible senior notes downgraded to 'BB' from 'BB+';
  -- Junior subordinated debt downgraded to 'B+' from 'BB-'.

The downgrade of the IDR reflects the continued challenging
housing conditions in most of Beazer's markets, pressures from
credit tightening, which particularly affect entry level buyers,
negative trends in operating margins and the expectation of
further deterioration of its credit metrics during the balance of
fiscal 2007 and into fiscal 2008.  Possible accounting
restatements, an internal Board of Directors' investigation and
inquiries from the U.S. Attorney's office and Securities and
Exchange Commission provide added distraction amidst this
difficult housing environment.

The placement of ratings on Rating Watch Negative was prompted by
the company's inability to make a timely filing of its Form 10Q
(for the quarter ended June 30, 2007) with the SEC and possible
need to negotiate waivers with its bond holders.  The delay in
filing the company's Form 10Q results from the inability of the
Audit Committee of Beazer, which is conducting an independent
internal investigation of Beazer's mortgage origination business
and related matters, to complete its investigation and make a
final conclusion by the required filing date.

The Audit Committee of Beazer Homes is conducting an independent
internal investigation of the company's mortgage origination
business and related matters.  To assist with the investigation,
the Audit Committee retained independent legal counsel, who, in
turn, retained independent forensic accountants.  During the
course of the investigation, the company has discovered that its
former Chief Accounting Officer may have caused reserves and other
accrued liabilities, relating primarily to land development costs
and costs to complete houses, to have been recorded in prior
accounting periods in excess of amounts that would have been
appropriate under GAAP.  These reserves and other accrued
liabilities, if reversed in subsequent accounting periods, could
have been used to reduce the company's operating expenses by
amounts that would not have been appropriate under GAAP.

Independent counsel has issued preliminary updates to the Audit
Committee concerning the status of the matters described above.  
The investigation is ongoing and the company is not, at this time,
able to predict or determine whether any adjustments will be
required with respect to the company's previously issued financial
statements or whether the release of any portion of these reserves
or accrued liabilities will have any impact on Beazer's financial
results for the quarterly period ended
June 30, 2007.  However, at this time, the company does not
believe that the amounts at issue with respect to these reserves
and accrued liabilities during the quarterly and nine month
periods ended June 30, 2006 and 2007 are quantitatively material.  
In addition, at present, the company does not believe that the
resolution of these issues will result in an adjustment to the
company's previously reported cash position.

The Audit Committee is continuing to examine these matters and was
not able to make a final conclusion by Aug. 9, 2007, the required
filing date for the company's Form 10Q for the quarterly period
ended June 30, 2007.

Resolution of the Rating Watch will be based on the company's
ability to file its Form 10Q within allocated time periods to
avoid an event of default under its bond agreements as well as
satisfactory resolution of the on-going investigations.


BEAZER HOMES: Moody's Reviews Ratings and May Downgrade
-------------------------------------------------------
Moody's Investors Service placed all of the ratings of Beazer
Homes USA, Inc. under review for downgrade, including its Ba2
corporate family rating, Ba2 probability of default rating, and
Ba2 (LGD-4, 53%) rating on its senior notes.  This action follows
the company's recent announcement that it would be unable to file
its fiscal third quarter 10-Q statement in a timely fashion.

Since late March 2007, Beazer's audit committee, assisted by
independent legal counsel and an independent forensic accounting
firm, has been conducting an independent internal examination of
the company's mortgage origination business.  This internal
inquiry began as a result of a series of stories in the Charlotte
Observer newspaper that described allegations of questionable
loans Beazer arranged for its buyers and an unusually high
foreclosure rate in a Beazer housing development in North
Carolina.  This prompted the U.S. Attorney's Office in the Western
District of North Carolina to begin an investigation, which was
later joined by the SEC.

During the course of Beazer's internal inquiry, the company stated
that it had discovered that its former Chief Accounting Officer
may have overstated reserves and understated income in prior
periods, which, when and if reversed in subsequent periods, could
potentially have caused net income to rise in excess of amounts
considered appropriate by GAAP.  While the company currently
believes that the amounts at issue are not material, it was unable
to determine within the filing deadline for its 10-Q whether any
adjustments would be required to its previously issued financial
statements or whether the current 10-Q's results would have been
impacted.

While it currently is unclear how long the company may have to
file its fiscal third quarter 10-Q before being in technical
default under its bond indentures, it appears by one measure that
Beazer may have about 80 days beginning from its filing deadline
of Thursday, August 9, which would take it to Oct. 28, 2007.
Moody's currently expects the company to file its fiscal third
quarter 10-Q by October 15, 2007, and any further delays could
prompt a downgrade.  Also, Moody's would consider possible rating
actions if there were any discovery of widespread fraud in the
company's mortgage origination practices or concern that
acquiescence with such abuses extended to current senior managers.

Beazer's liquidity position has been the subject of much
speculation in the past few weeks.  The company's revolver,
although halved in size from $1 billion to $500 million, has
looser borrowing base restrictions than before, which actually
permitted Beazer's availability under the revolver to increase.  
In addition, the company is midway through its fourth fiscal
quarter, which is the quarter with the largest cash inflow during
the entire year.  Moody's expects the company to finish up its
fiscal year, which ends on Sept. 30, 2007, with zero drawn under
its revolver, higher availability under its revolver than before
it was cut in half, and in excess of $300 million in cash.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 21 states.  Homebuilding revenues and net income for
the trailing twelve month period ended March 31, 2007 were
$4.6 billion and $92 million, respectively.


BKF CAPITAL: Posts $2.6 Million Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
BKF Capital Group Inc. reported a net loss of $2.6 million for the
second quarter ended June 30, 2007, compared with a net loss of
$20.7 million for the same period in 2006.

Total revenues for the second quarter of 2007 were $913,000,  
reflecting a decrease of 22.1% from $1.2 million in revenues in
the same period in 2006.  This decrease is attributable to the
closing of the company's business.  At June 2007, there were no
assets under management, a decline of $3.2 billion from a year
earlier.  The long-only strategies which amounted to $3.2 billion
of assets under management during the second quarter of 2006 were
terminated and withdrawn during the third quarter of 2006.

The revenues for the three months ended June 30, 2007, are a
result of interest earned on treasury bills and money market funds
and trailer fees from departed portfolio managers, in addition to
the collection of previously unbilled aged advisory fees.

Total expenses for the second quarter of 2007 were approximately
$3.5 million, reflecting a decrease of 84.1% from $21.8 million in
expenses in the same period in 2006.

Employee compensation and benefit expense (including grants of
equity awards) was $394,000 in the second quarter of 2007,
reflecting a decrease of 93.4% from $5.9 million in the second
quarter of 2006.  These results primarily reflect the reduction of
personnel relating to the loss of the business.

Occupancy and equipment rental was $304,000 in the second quarter
of 2007, reflecting a 82.2% decrease from $1.7 million in the same
period in 2006, primarily as the result of subleasing of excess
office space.

Restructuring costs of $621,000 included primarily severance costs
and losses incurred to settle a long term telecommunication lease.

Other operating expenses were $1.96 million in the second quarter
of 2007, reflecting a 15.7% increase from $1.69 million in the
same period in 2006 due primarily to increases in the cost of
amortization on insurance policies.

Operating loss for the second quarter of 2007 was $2.6 million, as
compared to operating loss of $20.7 million in the same period in
2006.

At June 30, 2007, BKF had cash, cash equivalents and U.S. Treasury
bills of $25.1 million, compared to $31.1 million at Dec. 31,
2006.  This decrease in cash and cash equivalents reflects the
loss of of the operating activities as described above and the
resulting funding shortfall.

At June 30, 2007, the company's consolidated balance sheet showed
$29.2 million in assets, $7.6 million in total liabilities, and
$21.5 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?2268

                       Going Concern Doubt

Grant Thornton LLP, in New York, expressed substantial doubt about
BKF Capital Group Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm said
that the company experienced a total loss of assets under
management and as a result the company has had a significant
decline in revenues in 2006 and no longer has an operating
business.  In addition, the auditing firm said that the cash
projected to be generated from operations will not be sufficient
to fund operations and that the company will need to use its
existing working capital to fund operations.

                        About BKF Capital

BKF Capital Group Inc. (Other OTC: BKFG.PK) was engaged in
investment advisory and asset management business.  As of Dec. 31,
2006, the company had no operating business and no assets under
management.  BKF Capital operated entirely through BKF Asset
Management Inc., an investment adviser, and its related entities.  
BKF Asset Management owns 100% of LEVCO Securities Inc., a broker-
dealer, and BKF GP Inc., which is the general partner of several
investment partnerships, which are referred to as the BKF
Partnerships.  BKF Management Co. Inc., which is 100% owned by BKF
Capital and in turn owns 100% of BKF Asset Management, provides
administrative and management services to BKF Asset Management and
its related companies.


BLUEGREEN CORP: Inks Pact Increasing Wachovia Credit Line to $20MM
------------------------------------------------------------------
Bluegreen Corporation renewed its existing unsecured revolving
line of credit with Wachovia Bank, N.A.  Under the terms of the
renewal, the facility was increased to $20 million from
$15 million, and the interest rate decreased to LIBOR plus 1.75%
from LIBOR plus 2%.  The facility, which is designated for general
corporate purposes, will expire in July 2008.  Other terms of the
facility are substantially unchanged.

John M. Maloney Jr., president and chief executive officer of
Bluegreen, commented, "We value our relationship with Wachovia,
and appreciate their continuing support.  We believe that the
terms of this facility validate our business model and reflect the
strength of our operations and outlook."

Karen Leikert, senior vice president of Wachovia, commented,
"Wachovia views its relationship with Bluegreen Corporation as a
partnership that we would like to continue to develop and expand
as we move forward.  It has been our experience that dealing with
a well known and well respected organization such as Bluegreen is
a sound business decision foremost.  We are confident that this
strong relationship will continue to flourish."

                    About Wachovia Corporation

Wachovia Corporation is one of the nation's largest diversified
financial services companies, with assets of $719.9 billion and
market capitalization of $97.5 billion at June 30, 2007.  Wachovia
provides a broad range of retail banking and brokerage, asset and
wealth management, and corporate and investment banking products
and services to 13 million household and business customers.

                         About Bluegreen

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

                          *     *     *

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

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


BON-TON STORES: Weak Sales Cue S&P to Revise Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on York,
Pennsylvania-based Bon-Ton Stores Inc. to negative from stable.  
At the same time, Standard & Poor's affirmed its existing ratings
on the company, including the 'B+' corporate credit and 'B-'
senior unsecured credit ratings.  About $1.3 billion of debt was
outstanding at May 5, 2007.
      
"The outlook revision reflects an ongoing trend of weaker-than-
expected same-store sales," said Standard & Poor's credit analyst
Gerald A. Hirschberg, "and our expectation that the retail
environment will be challenging for the remainder of 2007."  As a
result, S&P believe that credit protection measures could be under
pressure.  This department store company recently reported a 7.6%
drop in same-store sales for July, on top of declines for the
previous four months.


CALPINE CORP: Calif. State Parties Object to Disclosure Statement
-----------------------------------------------------------------
In January 2006, the U.S. District Court for the Southern
District of New York held that, pursuant to the Federal Power
Act, it lacked the subject matter jurisdiction to authorize the
Calpine Corporation and its debtor-affiliates to reject, pursuant
to Section 365 of the Bankruptcy Code, power purchase agreements
subject to the jurisdiction of the Federal Energy Regulatory
Commission.  

The District Court further ruled that if the Debtors wish to be
relieved of their obligations under FERC jurisdictional
contracts, they must ask FERC for that relief.

The California Department of Water Resources, the California
Electricity Oversight Board, and the People of the state of
California, ex rel. Edmund G. Brown, Jr., Attorney General of
California, point out that the Debtors, through their Plan of
Reorganization, proposes to "repudiate" certain "FERC
Jurisdictional Contracts," including the same contracts that they
sought to reject in January 2006.  

Although now called a "repudiation" instead of a rejection, the
California Parties assert that the result would be the same.  The
Debtors would cease performing under the Contracts and the sole
remedy would be for the California Parties to file a proof of
claim which, if allowed by the Bankruptcy Court, would be treated
exactly the same as a claim for rejection damages, Michael
Luskin, Esq., at Luskin, Stern & Eisler, LLP, in New York, points
out.

The California Parties argue that the Debtors cannot disregard
the District Court's order and the FPA simply by using the word
"repudiate" in their Plan instead of "reject."

The California Parties object to the Disclosure Statement because
it contains inadequate disclosure about the Debtors' projected
claim amounts.  The Debtors, according to Mr. Luskin, must
disclose facts about the projected Claim amounts so that parties
voting on the Plan can make an independent evaluation of the Plan
and the distributions they are likely to receive.

The California Parties add that the Debtors' Disclosure
Statement do not provide adequate information for the creditors
to assess the propriety of substantive consolidation.  The
Debtors did not explain how substantive consolidation would
impact distributions to their creditors nor did they explain
whether creditors of each Debtors' estates would be entitled to
greater distributions if their estates were not substantively
consolidated, Mr. Luskin contends.

The Disclosure Statement, the California Parties assert, should
include information on:

  -- the approximate number and amount of Claims filed against
     each of the Debtors;

  -- the nature of those Claims;

  -- the approximate amount of assets in each of Debtors'
     estates; and

  -- any other facts necessary to assist a hypothetical investor
     in making an informed decision about whether or not to
     support the substantive consolidation of the Debtors'
     estates.

Moreover, the California Parties oppose the Disclosure
Statement for these reasons:

  (a) It does not explain the basis or justification for the
      releases of non-Debtors by Holders of Claims against and
      Interests in the Debtors' estates under the Plan.  It does
      not contain any analysis of the propriety of the
      non-debtor releases provided for under the Plan.

  (b) It provides that no Holder of a contingent or unliquidated
      Claim as of the Distribution Record Date will be entitled
      to payment of more than the Debtor and the Official
      Committee of Unsecured Creditors elect to withhold on
      account of those Claim in the New Calpine Stock Reserve
      and set forth in the Plan Supplement, or other amount as
      may be estimated by the Court before the Confirmation
      Hearing.

  (c) It does not provide adequate detail about the reserves to
      be established for Disputed Claims under the Plan.

  (d) The description of the pending litigation between the
      Debtors and the California Parties regarding the potential
      rejection of the FERC Contracts is insufficient and
      misleading because it does not adequately disclose the
      positions of the California Parties.  

  (e) The description of the Debtors' federal and governmental
      regulatory issues is inadequate because the Disclosure
      Statement fails to disclose the effect of FERC's
      regulation of the Debtors.

  (f) It fails to adequately describe the proposed jurisdiction
      provisions of the Plan.

For these reasons, the California Parties ask the United States
Bankruptcy Court for the Southern District of New York not to
approve the Disclosure Statement.

In a separate filing, the California Parties ask the U.S.
District Court for the Southern District of New York to withdraw
reference to the Bankruptcy Court of all proceedings on the
Debtors' Motion to Approve Disclosure Statement only to the
extent that those proceedings relate to whether the Disclosure
Statement must be denied or any other objection relating to the
FPA or the January 2006 District Court Order.

                PG&E Supports California Parties

Pacific Gas and Electric Company supports the actions of the
California State Attorney General, the California Department of
Water Resources, and other state agencies for their recent actions
in Calpine's bankruptcy proceedings to protect PG&E customers.  
Calpine has proposed to repudiate a contract with the California
Department of Water Resources to provide power for electricity
customers in northern and central California.  The contract calls
for Calpine to deliver 1,000 MW of around the clock power to
PG&E's customers through 2009.

Calpine's plan to repudiate the contract shows complete disregard
to a prior U.S. District Court ruling that very clearly stated
only the Federal Energy Regulatory Commission, not the bankruptcy
courts could reject power contracts in a bankruptcy proceeding.

Calpine's effort to walk away from a legal and binding contract
could add hundreds of millions of dollars of additional costs onto
PG&E customers.  Furthermore, Calpine does not state what it plans
to do with the 1,000 MW of power after it repudiates the contract.  
Should a heat wave occur and electric demand increase
dramatically, reliability concerns for California could arise if
the power is shipped out of state.

                     About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  On June 20, 2007, the Debtors filed their Chapter 11
Plan and Disclosure Statement.  The hearing to consider the
adequacy of the Disclosure Statement is set for Sept. 11, 2007.
(Calpine Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


CALPINE CORP: Court Okays Settlement with 2nd Lien Committee
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approves the Settlement between Calpine Corporation and
its debtor-affiliates and Wilmington and the 2nd Lien Committee.

The Settlement provides that the 2nd Lien Fixed Rate Noteholders
are granted a $60,000,000 allowed secured claim and an
$40,000,000 allowed general unsecured claim, in full settlement
and satisfaction against the Debtors of the Makewhole Claims and
all claims related to make-whole provisions, prepayment  
provisions or claims for contract damages allegedly incurred as a
result of payment prior to the original scheduled maturity dates
of the Second Lien Fixed Rate Notes.

The Allowed Claims will be allocated as:
                     
                         Allowed          Allowed  
  Note                Secured Claim   Unsecured Claim
  ----                -------------   ---------------
  8.50% Notes          $27,187,200      $18,124,800
  8.75% Notes          $26,212,800      $17,475,000
  9.875% Notes          $6,600,000       $4,400,000

Each portion of the Allowed Secured Claim will be classified and
treated in the same manner as the 2nd Lien Noteholders' claims
for principal and interest in respect of the related 2nd Lien
Fixed Rate Notes provided that the 2nd Lien Noteholders will not
be entitled to receive any interest or adequate protection
payments on account of the Allowed Secured Claim under any
Chapter 11 plan of reorganization or otherwise.

The Debtors are not prevented from repaying the 2nd Lien Claims
in cash, in full or in part, before confirmation of a Chapter 11
plan and that repayment will not otherwise impact the finality of
the terms and conditions set forth in the Settlement.  If payment
is made in full, that payment will include the entire amount of
the Allowed Claims.

The 2nd Lien Noteholders waive any right to the 1.5% fee as a
result of receiving the Allowed Unsecured Claim.  The Noteholders
will not be entitled to receive any interest or adequate
protection payments on account of the Allowed Unsecured Claim
under any Chapter 11 plan or otherwise.

Any "shortfall" or any change in the amount of the Allowed
Unsecured Claim or Allowed Secured Claim will be deemed
unenforceable and may not be pursued.

Wilmington, as the Indenture Trustee, will facilitate the sale of
the Allowed Unsecured Claim at any time before the effective date
of a Chapter 11 plan.  The Allowed Unsecured Claim will not be
sold without written direction from the Debtors.  The written
direction will identify the proposed Buyer and the proposed
Purchase Price.  

The Debtors will consult with the Creditors Committee in
connection with the giving of any direction to sell the Allowed
Unsecured Claim and, to the extent the Debtors and the Creditors
Committee do not agree on whether a direction should be given,
the Debtors will provide the Creditors Committee notice prior to
issuing a direction and the Creditors Committee will be permitted
to seek a ruling from the Court as to the reasonableness of the
Debtors' direction.  

The Purchase Price will be distributed to the 2nd Lien
Noteholders pro rata based on the allocation set forth in the
Settlement.

To the extent that the Allowed Unsecured Claim is not sold before
the Effective Date, then the Allowed Unsecured Claim will be
reduced to $0 and the Allowed Secured will be increased to
$100,000,000 on the Effective Date.  To the extent that the
Allowed Unsecured Claim is sold for a net Purchase Price less
than $40,000,000, the Allowed Secured Claim will be increased by
the amount of the Shortfall as of the Effective Date.

Any increase in the Allowed Secured Claim will be allocated
amongt the holders of the 2nd Lien Noteholders.  To the extent
the Purchase Price is greater than $40,000,000, the amount of the
excess will be paid by the Buyer to the Debtors without any
holdback of any kind.  

Wilmington will be entitled to seek indemnification pursuant to
the indentures governing the 2nd Lien Notes with respect to any
claims or liability arising in connection with the purchase and
sale of the Allowed Unsecured Claim.  The Indenture Trustees for
the Convertible Notes will each be entitled to indemnification
under the applicable indentures governing the Convertible Notes
for any fees or expenses incurred in connection with any claims
or liabilities arising in connection with the purchase and sale
of the Allowed Unsecured Claims or the enforcement of the
Settlement.

All objections, including any objection of any 2nd Lien
Noteholder to the Settlement that have not been withdrawn,
waived, settled, or addressed are overruled on their merits.

                     About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  On June 20, 2007, the Debtors filed their Chapter 11
Plan and Disclosure Statement.  The hearing to consider the
adequacy of the Disclosure Statement is set for Sept. 11, 2007.
(Calpine Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


CHARTERHOUSE BOISE: Section 341(a) Meeting Scheduled for Sept. 7
----------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of
Charterhouse Boise Downtown Properties LLC's creditors on
Sept. 7, 2007, 9:00 a.m., at 720 Park Boulevard, Suite 210,
Washington Group Central Plaza, in Boise, Idaho.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Boise, Idaho, Charterhouse Boise Downtown
Properties LLC develops real estate.  The company filed for
chapter 11 protection on Aug. 1, 2007 (Bankr. D. Id. Case No. 07-
01199).  Thomas James Angstman, Esq., at Angstman, Johnson &
Associates, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts between $10 million and $100 million.


CINEMARK HOLDINGS: Paying $0.13 Quarterly Dividend on Sept. 18
--------------------------------------------------------------
Cinemark Holdings Inc. initiated a quarterly dividend policy.
Consistent with the disclosures in its prospectus, the dividend
for the second quarter of 2007 is based on a quarterly dividend
rate of $0.18 per common share, prorated based on the April 27,
2007, closing date of the initial public offering.

Based on the above proration, the company's board of directors has
declared a cash dividend of $0.13 per common share payable on
Sept. 18, 2007, to stockholders of record on Sept. 4, 2007.

"We are pleased to declare our first dividend, reflecting
Cinemark's strong performance and outlook," said Alan Stock,
Cinemark's chief executive officer.  "While future payments will
be subject to Board approval, we are committed to returning value
to shareholders as we continue to drive cash flow and deliver
attractive returns over the long term."

The company intends to pay a regular quarterly dividend at the
discretion of the Board of Directors which will depend upon many
factors, including our results of operations, financial condition,
earnings, capital requirements, limitations in our debt agreements
and legal as well as other relevant factors.

Cinemark Holdings, Inc. -- http://www.cinemark.com/ -- a leader   
in the theatre exhibition industry, operates 395 theatres and
4,479 screens in 37 states in the United States and
internationally in 13 countries, primarily in Mexico and South
and Central America.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Standard & Poor's Ratings Services revised its outlook on
Cinemark Inc. and subsidiary Cinemark USA Inc., which are
analyzed on a consolidated basis, to positive from stable.  At
the same time, Standard & Poor's affirmed its existing ratings
on Cinemark, including the 'B' corporate credit ratings.  The
Plano, Texas-based movie exhibitor had about US$3.1 billion in
total debt, including capitalized operating leases and pro forma
for its new senior secured credit facility, which closed on
Oct. 5, 2006.


CITY OF KLAMATH: Fitch Plans No Rating Action on PPM Deal
---------------------------------------------------------
Fitch Ratings plans no immediate rating action for the City of
Klamath Falls, Oregon's senior lien electric revenue bonds due
2025 following the July 2007 execution of a memorandum of
understanding between the City and PPM Energy, Inc.  The MOU
outlines a transaction in which PPM or an affiliate will acquire
the assets of the Klamath Cogeneration Project.

Although a final purchase price has not yet been agreed upon, the
MOU establishes that PPM will provide the funds, at a minimum,
necessary to cause the redemption and/or defeasance of the senior
lien revenue bonds issued by the City in connection with its
ownership of KCP.  The City and PPM anticipate the transaction
will be completed by the end of the year after all necessary
filings, permits, and approvals have been received.  Since the KCP
bonds are not currently callable, it is likely the bonds will be
defeased if the transaction is completed.

Fitch downgraded the KCP bonds to 'B-' on Jan. 12, 2006.  That
rating contemplated a series of events that would necessitate a
restructuring, including weak operational performance amidst a
challenging wholesale power market environment and the July 31,
2006 expiration of two contracts accounting for 150MW of the
plant's capacity.  Subsequent financial performance has generally
tracked what was expected in 2006 and Fitch does not foresee
meaningful change in the near term.  Accordingly, Fitch expects to
maintain the current rating until completion of the transaction
envisioned in the recent MOU.  Upon completion of the transaction,
Fitch anticipates the current bonds will be defeased and ratings
withdrawn.  However, in the event the envisioned transaction does
not progress, Fitch will adjust the ratings as appropriate, which
could result in a further downgrade.

KCP is a natural gas-fired, combined cycle cogeneration plant with
a nominal capacity of 484MW, or 464MW when exporting steam at
200,000 pounds per hour.  The project is owned by the City of
Klamath Falls, OR, as a separately secured enterprise and is built
on land leased by the City from the steam purchaser.  The KCP
bonds are secured solely by the revenues of KCP and associated
deposit accounts.


COLUMBUS MCKINNON: Improved Credit Metrics Get S&P's "BB-" Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Columbus McKinnon Corp. to 'BB-' from 'B+'.  At the
same time, Standard & Poor's raised its subordinated debt rating
on the company to 'B' from 'B-'.  The outlook on the Amherst, New
York-based material-handling company is stable.
      
"The upgrade reflects continued improvements in credit metrics as
a result of debt reduction and the expectation that the company
will pursue financial policies consistent with the higher rating,"
said Standard & Poor's credit analyst Gregoire Buet.
     
The ratings on Columbus McKinnon reflect the company's aggressive
financial profile and the cyclical and competitive nature of the
material-handling industry in which it operates.  The company's
product diversity is modest, providing limited resilience against
a downturn in the economic cycle.  The partly mitigating factor is
the company's leading position in several niche markets.
     
The ratings reflect the company's aggressive financial profile and
the cyclical and competitive nature of the material-handling
industry.  The company's product diversity is modest, providing
limited resilience against a downturn in the economic cycle.  The
partly mitigating factor is the company's leading position in
several niche markets.


CREDIT SUISSE: Moody's Affirms Low-B Ratings on Five Cert. Classes
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of 10 classes of Credit Suisse First Boston
Mortgage Securities Corp, Commercial Mortgage Pass-Through
Certificates, Series 2002-CP3 as:

-- Class A-2, $57,646,073, affirmed at Aaa
-- Class A-3, $521,910,000, affirmed at Aaa
-- Class A-SP, Notional, affirmed at Aaa
-- Class A-X, Notional, affirmed at Aaa
-- Class B, $34,708,000, affirmed at Aaa
-- Class C, $40,307,000, upgraded to Aaa from Aa1
-- Class D, $8,957,000, upgraded to Aaa from Aa2
-- Class E, $10,076,000, upgraded to Aaa from A2
-- Class F, $14,555,000, upgraded to Aa2 from A3
-- Class G, $15,675,000, upgraded to A3 from Baa2
-- Class H, $11,196,000, upgraded to Baa2 from Ba1
-- Class J, $17,914,000, affirmed at Ba2
-- Class K, $6,718,000, affirmed at Ba3
-- Class L, $4,479,000, affirmed at B1
-- Class M, $11,196,000, affirmed at B2
-- Class N, $4,478,000, affirmed at B3

As of the July 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 13.7% to
$773.3 million from $895.7 million at securitization.  The
Certificates are collateralized by 90 loans, ranging in size from
less than 1% to 9.6% of the pool, with the top 10 loans
representing 50.4% of the pool.  The pool's largest loan is shadow
rated investment grade.  Nineteen loans, representing 25% of the
pool, have defeased and are collateralized by U.S. Government
securities.

Two loans have been liquidated from the pool resulting in an
aggregate realized loss of about $2.2 million.  Currently there
are no loans in special servicing.  Twenty-four loans,
representing 23.7% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for 93%
of the pool, excluding the defeased loans.  Moody's weighted
average loan to value ratio for the conduit component is 90.1%,
compared to 86.5% at Moody's last full review in March 2006 and
compared to 88.4% at securitization.  Moody's is upgrading Classes
C, D, E, F, G and H due to defeasance and increased credit
support.

The shadow rated loan is the Westfarms Mall Loan
($74 million -- 9.6%), which represents a participation interest
in a $148 million first mortgage loan secured by the borrower's
interest in a 1.3 million square foot super-regional mall located
in Farmington, Connecticut.  The property is anchored by Filene's
(two stores), J.C. Penney, Lord & Taylor and Nordstrom.  In-line
occupancy was 100% as of January 2007, compared to 96.7% at last
review.  Moody's current shadow rating is Aa1, compared to Aa3 at
last review.

The top three non-defeased conduit loans represent 17.2% of the
pool.  The largest conduit loan is the Northwoods Mall Loan
($58.9 million - 7.6%), which is secured by the borrower's
interest in an 820,000 square foot regional mall located in
Charleston, South Carolina.  The mall is anchored by Belk,
Dillard's, J.C. Penney and Sears.  In-line occupancy was 99.9% as
of December 2006, compared to 98% at last review.  The loan
amortizes on a 25-year schedule and has amortized by about 9.2%
since securitization.  Moody's LTV is 63.2%, compared to 70.7% at
last review.

The second largest conduit loan is the Gannon West Pointe
Apartments Loan ($41.2 million - 5.3%), which is secured by a
1,047-unit multifamily property which is located in Maryland
Heights, Missouri.  Property performance has declined since
securitization due to lower rental income, rental concessions and
increased operating expenses.  The property was 82% occupied as of
December 2006, compared to 88% at last review.  The loan is on the
master servicer's watchlist due to low debt service coverage.
Moody's LTV is in excess of 100%, compared to 96.6% at last
review.

The third largest conduit loan is the Mall at Mill Creek Loan
($33.1 million - 4.3%), which is secured by a 290,000 square foot
community retail center located in Secaucus, New Jersey.  The
center is anchored by Kohl's and Stop & Shop.  The center's
occupancy has declined significantly since last review to 57.2% as
of June 2007, compared to 91.1% at last review.  The borrower is
not renewing leases in order to reposition the center.  Currently
there are lease proposals out to several big box tenants.  Moody's
LTV is in excess of 100%, compared to 91.8% at last review.


CSK AUTO: Subsidiary Inks Fourth Waiver to Credit Agreement
-----------------------------------------------------------
CSK Auto Corporation disclosed that its wholly owned subsidiary,
CSK Auto Inc., entered into a fourth waiver to its second amended
and restated credit agreement.

The fourth waiver generally provides for an extension until
Sept. 15, 2007, for the company to file its Form 10-Qs for each of
the quarters of fiscal 2006 and for the first quarter of fiscal
2007, and until Oct. 15, 2007, for the company to file its Form
10-Q for the second quarter of fiscal 2007.

The company will pay a fee of $162,500 in consideration for the
waiver.

The company expects to file its remaining fiscal 2006 periodic SEC
reports shortly.

Based in Phoenix, Arizona, CSK Auto Corporation (NYSE: CAO)
-- http://www.cskauto.com/-- is the parent company of CSK Auto  
Inc., a specialty retailer in the automotive aftermarket.  As of
Jan. 29, 2006, the company operated 1,273 stores in 22 states
under the brand names Checker Auto Parts, Schuck's Auto Supply,
Kragen Auto Parts and Murray's Discount Auto Parts.

                         *     *     *

To date, CSK Auto Inc. carries Moody's B1 long-term corporate
family and probability-of-default ratings, B3 senior unsecured
debt and senior subordinated debt ratings, and Ba3 bank loan debt
rating.  Rating outlook is negative.

The company also carries Standard & Poor's B+ long-term foreign
and local issuer credit ratings.


DANA CORP: Posts $133 Mil. Net Loss in Quarter Ended June 30, 2007
------------------------------------------------------------------

                        Dana Corporation
         Unaudited Condensed Consolidated Balance Sheet
                        At June 30, 2007

ASSETS

CURRENT ASSETS
Cash and cash equivalent assets                  $1,001,000,000
Restricted cash                                     103,000,000
Accounts receivable
   Trade                                          1,411,000,000
   Other                                            297,000,000
Inventories                                         
   Raw materials                                    322,000,000
   Work in process and finished goods               451,000,000
Assets of discontinued operations                   194,000,000
Other current assets                                143,000,000
                                               ----------------
      Total current assets                       $3,922,000,000
                                               ----------------
Investments and other assets                      1,042,000,000
Investments in equity affiliates                    211,000,000
Net property, plant and equipment                 1,732,000,000
                                               ----------------
      TOTAL ASSETS                               $6,907,000,000
                                               ================

LIABILITY AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Notes payable, including current portion
      of long-term debt                            $265,000,000
   DIP Financing                                    900,000,000
   Accounts payable                               1,146,000,000
   Liabilities of discontinued operations            96,000,000
   Other accrued liabilities                        837,000,000
                                               ----------------
      Total current liabilities                  $3,244,000,000
                                               ----------------

Liabilities subject to compromise                $3,653,000,000
Deferred employee benefits and other
   non-current liabilities                          473,000,000
Long-term debt                                       20,000,000
DIP financing                                                 -
Commitments and contingencies                                 -
Minority interest in consolidates subsidiaries       92,000,000
Shareholder' equity (deficit)                      (575,000,000)
                                               ----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $6,907,000,000
                                               ================


                        Dana Corporation
         Unaudited Consolidated Statement of Operations
              For Three Months Ended June 30, 2007

Net Sales                                        $2,289,000,000
Costs and expenses
   Costs of sales                                 2,141,000,000
   Selling, general and administrative expenses      88,000,000
   Realignment charge, net                          134,000,000
   Impairment of assets                                       -
   Other income, net                                (32,000,000)
                                               ----------------
Income (loss) from operations                        42,000,000
Interest expense                                     28,000,000
Reorganization charges                               38,000,000
                                               ----------------
Income (loss) before income taxes                  (108,000,000)
Income tax expense                                   (3,000,000)
Minority interest expense                            (4,000,000)
Equity in earnings of affiliates                     10,000,000
                                               ----------------
Loss before continuing operations                  (105,000,000)
Loss (income) from discontinued operations          (28,000,000)
                                               ----------------
Net income (loss)                                 ($133,000,000)
                                               ================

                        Dana Corporation
         Unaudited Consolidated Statement of Operations
               For Six Months Ended June 30, 2007

Net Sales                                        $4,434,000,000
Costs and expenses
   Costs of sales                                 4,184,000,000
   Selling, general and administrative expenses     184,000,000
   Realignment charges, net                         153,000,000
   Impairment of assets                                       -
   Other income, net                                (78,000,000)
                                               ----------------
Income from operations                               78,000,000
Interest expense                                     51,000,000
Reorganization charges                               75,000,000
                                               ----------------
Income (loss) before income taxes                  (135,000,000)
Income tax (expense) benefit                        (18,000,000)
Minority interest                                    (6,000,000)
Equity in earnings of affiliates                     18,000,000
                                               ----------------
Loss before continuing operations                  (141,000,000)
Loss from discontinued operations                   (84,000,000)
                                               ----------------
Net income (loss)                                 ($225,000,000)
                                               ================

                        Dana Corporation
    Unaudited Condensed Consolidated Statement of Cash Flows
               For Six Months Ended June 30, 2007

OPERATING ACTIVITIES
Net income (loss)                                 ($225,000,000)
Depreciation and amortization                       139,000,000
Impairment and divestiture-related charges            1,000,000
Gain on sale of assets                               (8,000,000)
Non-cash portion of U.K. pension charge              60,000,000
Reorganization charges                                7,000,000
Payments to VEBAs for post-retirement benefits      (27,000,000)
Changes in working capital                          (64,000,000)
Other                                               (35,000,000)
                                               ----------------
Net cash flows provided by
(used for) operating activities                    (152,000,000)

INVESTING ACTIVITIES
Purchases of property, plant and equipment          (94,000,000)
Proceeds from sale of business                      305,000,000
Proceeds from sale of DCC assets                    109,000,000
Proceeds from sales of other assets                   7,000,000
Payments received on leases and loans                 7,000,000
Increase in restricted cash                         (88,000,000)
Other                                                18,000,000
                                               ----------------
Net cash flows provide by
(used for) operating activities                    (264,000,000)

FINANCING ACTIVITIES
Net change in short-term debt                       (28,000,000)
Proceeds from DIP facility                          200,000,000
Issuance of long-term debt                                    -
Other                                                (2,000,000)
                                               ----------------
Net cash flows provided by
(used for) operating activities                     170,000,000

Net increase in cash equivalents                    282,000,000
                                               ----------------
Cash and cash equivalents, beginning of period      704,000,000
                                               ----------------
Cash and cash equivalents, end of period         $1,001,000,000
                                               ================

A full-text copy of Dana Corporation's second quarter 2007
financial report is available for free at:

                  http://researcharchives.com/t/s?2274

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- (OTC
Bulletin Board: DCNAQ) designs and manufactures products for every
major vehicle producer in the world, and supplies drivetrain,
chassis, structural, and engine technologies to those companies.
Dana employs 46,000 people in 28 countries.  Dana is focused on
being an essential partner to automotive, commercial, and off-
highway vehicle customers, which collectively produce more than 60
million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 49;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DURA AUTOMOTIVE: No Competing Offers Received for Atwood Sale
-------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates disclosed
that they canceled the scheduled auction for Atwood Mobile
Products, Inc.'s assets, in light of the absence of competing
bids for the Elkhart, Indiana-based business.

In a notice filed before the U.S. Bankruptcy Court for the
District of Delaware, Dura Automotive said that they have not
received additional "qualified bids" for Atwood by the August 8
deadline to submit bids.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expires on Sept. 30,
2007. (Dura Automotive Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DURA AUTOMOTIVE: Wants Nod on Sale of Mobile Division for $160.2MM
------------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates intends to
ask the U.S. Bankruptcy Court for the District of Delaware, today
August 15, 2007, to approve the sale of their Atwood Mobile
Products division to Insight Equity I LP-affiliate Atwood
Acquisition Co. LLC for $160,200,000.

The Debtors have notified Judge Carey that their Court-sanctioned
marketing efforts did not gather additional qualified bids for
their Elkhart, Indiana-based business.

Atwood Mobile, which was acquired by the Debtors in 1999,
produces parts and specialty products for recreational and
specialty vehicles, manufactured housing, and associated niche
markets.  Atwood, which has approximately 1,900 employees, is a
separate unit from the Debtors, contributing about $330,000,000
of the Debtors' $2,100,000,000 of sales revenues in 2006.

The Asset Purchase Agreement dated as of July 3, 2007, between
Debtor Atwood Mobile Products, as seller and Atwood Acquisition,
as buyer, provides for an August 29, 2007 deadline to close the
sale.

                           Objections

(a) Oracle USA

Oracle USA, Inc., licensor to certain software to the Debtors,
says that the Atwood Acquisition APA contains provisions that, if
approved, would violate certain license agreements between it and
the Debtors.

Oracle is successor-in-interest to Hyperion Software Operations,
Inc., doing business as Hyperion Software Corporation, and
Hyperion Solutions Corporation.

In September 1998, Hyperion, Trident Automotive, Inc., and Dura
Automotive Systems, Inc., entered into an agreement pursuant to
which Hyperion permitted Trident to assign, to Dura, Trident's
right, title and interest in software licensed by Hyperion to
Trident under a Hyperion Software License Agreement dated
March 9, 1998.

In May 2006, Hyperion and Dura entered into a Software License
and Services Agreement pursuant to which Hyperion provided Dura
certain proprietary software and related services.

James E. Huggett, Esq., at Margolis Edelstein, in Wilmington,
Delaware, asserts that the Debtors' request must be denied
because it seeks improper and unauthorized use and treatment of
the Hyperion Software Licenses.

The Stalking Horse APA includes a Transition Services Agreement
between Dura and Atwood Acquisition that calls for Dura Operating
Corp. to provide, to the purchaser, "transition services relating
to Hyperion applications, for which Atwood Acquisition would pay
Dura.

Both the Hyperion License Agreement and the SLSA grant non-
transferable software licenses to Dura; no third party is
authorized to use any software license granted to Dura under the
agreements, Mr. Huggett points out.

The Debtors, according to Mr. Huggett, must explain by their plan
to provide "transition services" to a third party does not
violate the terms of the Hyperion License Agreement and of the
SLSA.

Oracle notes that the Debtors do not appear to be attempting an
assignment of the Agreements absent any notice served by the
Debtors and the inclusion of "the software licenses with Hyperion
Solutions Corporation..." among the "Excluded Assets" in the
proposed sale.  However, it points out that the Stalking Horse
APA suggests that Atwood Acquisition and one or more of the
Debtors would be "splitting" Hyperion software licenses -- which  
according to Oracle, is not contractually permitted and may give
rise to copyright infringement claims against Atwood Acquisition.

(b) Thomas E. Fagan

Personal injury claimant Thomas E. Fagan wants to make sure that
the proposed transaction would not result to any "spoliation of
crucial evidence" related to his lawsuit against the Debtors.

On January 3, 2007, Mr. Fagan, as special administrator of the
estate of Thomas E. Fagan, Jr., a deceased minor, asked the Court
to lift the automatic stay to permit him to liquidate his
personal injury and wrongful death claims against, among others,
Debtors Atwood Mobile Products and Dura Operating Corp. before an
Illinois state court and to proceed to collect any insurance
under any applicable policy.

William D. Sullivan, Esq., at William D. Sullivan, LLC, in
Wilmington, Delaware, relates that Mr. Fagan is concerned that
any potential sale of the Debtors' assets may result in
spoliation of documents and artifacts, such as testing equipment,
computers, hard drives, machinery that relate to the design,
testing, manufacture, distribution, or sale of the fold-down
bench/sofa seat that is alleged to have malfunction, giving rise
to the Fagan Estate's claim.

At an August 1 hearing on the Lift Stay Motion, counsel for the
Debtors stated that the Stalking Horse APA had been amended to
address the spoliation issue, however, no specific details
relating to how this was purportedly accomplished were provided,
Mr. Sullivan points out.

Accordingly, Mr. Fagan objects to the Debtors' request on grounds
that it is unclear (i) what actions the Debtors have already
taken, if any, to prevent spoliation and (ii) what further
actions the Debtors will take part to prevent spoliation of
crucial evidence.

Mr. Fagan asks the Court to require the Debtors:

  (i) to exclude from the sale all documents and artifacts that
      relate to the subject fold-down bench/sofa seat as well as
      all equipment that is used for mold injection;
      calibration; measurement; assembly; quality assurance
      testing of any kind; design drawings and specifications;
      models, half models, exemplars or prototypes of any kind
      that relate in any way to the subject parts; and

(ii) copy and preserve all computer hard drives and archived
      computer files that relate in anyway to the subject parts.


                     About DURA Automotive

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expires on Sept. 30,
2007. (Dura Automotive Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


FEDERAL-MOGUL: Wants Until December 1 to Decide on Leases
---------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District if Delaware to extend the period
within which they may assume or reject nonresidential real
property leases through and including the earlier of:

  (a) December 1, 2007; or

  (b) the effective date of a plan of reorganization.

The Real Property Leases relate to numerous facilities integral
to the Debtors' ongoing business operations, notes James E.
O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones  &
Weintraub LLP, in Wilmington, Delaware.  While the Debtors'
management has largely completed the process of evaluating each
of the Real Property Leases for their economic desirability and
compatibility with the Debtors' long-term strategic business
plan, and a number of economically improvident Real Property
Leases have been rejected by the Debtors with the Court's
approval, several Real Property Leases are continuing to be
evaluated, Mr. O'Neill tells Judge Fitzgerald.  He notes that the
process of evaluating Real Property Leases has taken place as the
Debtors seek to (i) consolidate their facilities to eliminate
redundancies and inefficiencies; and (ii) shift certain
manufacturing efforts to portions of the country and the world
more suitable to their businesses, consistent with their overall
business plan.

An extension, Mr. O'Neill asserts, should be granted to:

  (1) allow time for the Debtors' evaluation process to
      continue; and

  (2) afford the Debtors maximum flexibility in restructuring
      their business.

"Given the inherent fluidity in the operation of a large, complex
business enterprise such as the Debtors', circumstances may arise
during the pendency of there Chapter 11 cases that will cause the
Debtors to rethink the need to continue leasing a particular
facility or their decision to reject a given Real Property
Lease," Mr. O'Neill points out.  "In the absence of an
extension . . . the Debtors could be forced prematurely to assume
Real Property Leases that may later be burdensome, giving rise to
large potential administrative claims against the Debtors'
estates and hampering the Debtors' ability to reorganize
successfully.  Alternatively, the Debtors could be forced
prematurely to reject Real Property Leases that would have been
of benefit to the Debtors' estates, to the collective detriment
of all stakeholders."

The Debtors request does not prejudice the lessors under the Real
Property Leases because the Debtors will continue to perform all
of their obligations under the Leases in a timely fashion,
including payment of all postpetition rent due,  Mr. O'Neill
assures the Court.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  Federal-Mogul also has
operations in Mexico and the Asia Pacific Region, which includes,
Malaysia, Australia, China, India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities.  Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing started on June 18, 2007.
(Federal-Mogul Bankruptcy News, Issue No. 145; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FOOT LOCKER: Paying $0.125/Share Cash Dividend on Nov. 2
--------------------------------------------------------
The board of directors of Foot Locker Inc. declared a quarterly
cash dividend on the company's common stock of $0.125 per share,
which will be payable on Nov. 2, 2007, to shareholders of record
on Oct. 19, 2007.
    
Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/-- is a retailer of athletic
footwear and apparel, operated 3,942 primarily mall-based stores
in the United States, Canada, Europe, Australia, and New Zealand
as of Feb. 3, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Standard & Poor's Ratings Services said its ratings, including the
'BB+' corporate credit rating, on Foot Locker Inc. remain on
CreditWatch with negative implications.


FIRST UNION: Moody's Junks Ratings on Two Certificate Classes
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 14 classes of First Union National Bank -
Bank of America, N.A. Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2001-C1 as:

-- Class A-2, $763,047,638, affirmed at Aaa
-- Class A-2F, $57,716,784, affirmed at Aaa
-- Class IO-I, Notional, affirmed at Aaa
-- Class IO-II, Notional, affirmed at Aaa
-- Class IO-III, Notional, affirmed at Aaa
-- Class B, $52,331,000, affirmed at Aaa
-- Class C, $26,166,000, affirmed at Aaa
-- Class D, $26,165,000, upgraded to Aa1 from Aa2
-- Class E, $16,354,000, upgraded to Aa3 from A1
-- Class F, $13,082,000, upgraded to A1 from A3
-- Class G, $26,166,000, upgraded to Baa1 from Baa2
-- Class H, $16,354,000, affirmed at Baa3
-- Class J, $19,624,000, affirmed at Ba1
-- Class L, $13,083,000, affirmed at Ba3
-- Class M, $6,541,000, affirmed at B1
-- Class N, $9,812,000, affirmed at B3
-- Class O, $13,083,000, affirmed at Caa3
-- Class P, $6,542,000, affirmed at Ca

As of the July 17, 2007 distribution date, the aggregate
certificate balance has decreased by about 17.1% to $1.1 billion
from $1.3 billion at securitization.  The certificates are
collateralized by 162 mortgage loans ranging in size from less
than 1% to 4.3% of the pool, with the 10 largest loans
representing 23.7% of the pool.  Fifty-one loans, representing 34%
of the pool, have defeased and are secured by U.S. government
securities.

Ten loans have been liquidated from the pool, resulting in
aggregate realized losses of about $24.4 million.  Currently there
is one loan, representing less than 1% of the pool, in special
servicing.  Moody's estimated a loss of about $700,000 for the
specially serviced loan.  Thirty-seven loans, representing 24.4%
of the pool, are on the master servicer's watchlist.

Moody's was provided with partial- or full-year 2006 operating
results for 96% of the pool.  Moody's loan to value ratio for the
conduit component, excluding the defeased loans, is 83.3%,
compared to 86.3% at Moody's last full review in December 2005 and
compared to 85.5% at securitization.  Moody's is upgrading Classes
D, E, F and G due to defeasance, increased credit support and
improved overall pool performance.

The top three non-defeased loans represent 10.2% of the
outstanding pool balance.  The largest loan is the Crystal Square
Four Loan ($46.9 million - 4.3%), which is secured by a 354,000
square foot office building located in Arlington, Virginia.  The
property is largely occupied by government agencies and is 98.9%
leased, compared to 94% at last review.  Moody's LTV is 74.5%,
compared to 76% at last review.

The second largest loan is the EmeryTech Loan
($37.9 million - 3.5%), which is secured by a 224,000 square foot
office building located in Emeryville, California.  The property
is 69.2% occupied, compared to 100% at last review.  The decline
in occupancy is largely due to a retail tenant, Andronico's
Market, vacating its premises.  The borrower intends to convert
this space back to office use.  Property performance has
deteriorated since last review due to tenant turnover and a
decline in rental rates.  The property's average in place rents
are currently $23.80 per square foot, compared to $24.54 at last
review and compared to $30 at securitization.  The loan is on the
master servicer's watchlist due to low debt service coverage.
Moody's LTV is in excess of 100%, the same as at last review.

The third largest loan is the Sierra III Office Building Loan
($25.6 million - 2.4%), which is secured by a 248,000 square foot
office building located in Irving, Texas.  The property is 100%
leased to Temerlin McClain, a subsidiary of True North
Communications, through January 2010.  Moody's LTV is 73.5%,
compared to 76.1% at last review.


FURNITURE BRANDS: S&P Affirms BB- Rating and Removes Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on St. Louis, Missuori-based
Furniture Brands International Inc., and removed the ratings from
CreditWatch with negative implications, where they were placed on
Feb. 28, 2007, because of weakness in the company's business lines
and credit protection measures below our expectations for the
rating.
     
"The company has entered into a new $550 million asset-based
revolving credit facility due 2012 and refinanced its
$400 revolving credit facility due 2011 and $150 million senior
notes with maturity dates beginning in 2014, which eliminates
near-term liquidity concerns," said Standard & Poor's credit
analyst Rick Joy.  "As indicated in our CreditWatch update on June
22, 2007, ratings would be affirmed and withdrawn from CreditWatch
upon receipt of such financing."
     
The outlook is negative.  Total debt outstanding was about
$300.8 million as of June 30, 2007.
     
The rating on Furniture Brands reflects its weak business risk
profile supported by its well-known brand names in the residential
furniture market and strong distribution through independent
retailers.  These factors are partly offset by the current
softness in the company's business lines, increased debt leverage
and the company's excess domestic manufacturing capacity.  
Furniture Brands is one of the largest residential furniture
manufacturers in the U.S.


GE CAPITAL: Moody's Affirms Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of 12 classes of GE Commercial Mortgage
Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-
1 as:

-- Class A-2, $107,276,744, affirmed at Aaa
-- Class A-3, $595,249,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $36,349,000, affirmed at Aaa
-- Class C, $22,070,000, affirmed at Aaa
-- Class D, $16,877,000, upgraded to Aaa from Aa2
-- Class E, $10,385,000, upgraded to Aa1 from Aa3
-- Class F, $12,983,000, upgraded to Aa3 from A2
-- Class G, $18,174,000, upgraded to A3 from Baa2
-- Class H, $10,386,000, upgraded to Baa1 from Baa3
-- Class J, $18,175,000, affirmed at Ba1
-- Class K, $16,877,000, affirmed at Ba2
-- Class L, $6,491,000, affirmed at Ba3
-- Class M, $7,789,000, affirmed at B1
-- Class N, $10,386,000, affirmed at B2
-- Class O, $5,193,000, affirmed at B3

As of the July 10, 2007 distribution date, the aggregate
certificate balance has decreased by about 12.4% to $910.2 million
from $1 billion at securitization.  The certificates are
collateralized by 131 loans ranging in size from less than 1% to
5.1% of the pool, with the top 10 loans representing 27.8% of the
pool.  The pool includes a shadow rated loan which represents 5.1%
of the pool.  Twenty-four loans, representing 25.2% of the pool,
have defeased and are collateralized by U.S. government
securities.

The pool has not experienced any losses since securitization.
Currently there is one loan, representing 2.3% of the pool, in
special servicing.  Moody's is not estimating a loss from this
specially serviced loan.  Nineteen loans, representing 18.1% of
the pool, are on the master servicer's watchlist.

Moody's was provided with partial- and full-year 2006 operating
results for 98% of the pool, excluding the defeased loans.  
Moody's weighted average loan to value ratio for the conduit
component is 78.4%, compared to 83.7% at Moody's last full review
in February 2006 and compared to 84.3% at securitization.  Moody's
is upgrading Classes D, E, F, G and H due to defeasance, increased
credit support and improved overall pool performance.

The shadow rated loan is the 1555 Lundy Parkway Loan
($46.5 million - 5.1%), which is secured by two Class A suburban
office buildings located in Dearborn, Michigan.  The two buildings
are connected by a center lobby/atrium and contain 453,000 square
feet.  The property is 100% leased to the Ford Motor Company
(Moody's senior unsecured rating Caa1; negative outlook) under a
15-year bondable net lease through December 2016.  The loan is
coterminous with the lease term and fully amortizes.  Although the
property's performance has been stable, the shadow rating of the
loan is partially based on the credit quality of Ford, which has
declined since Moody's last review.  Moody's current shadow rating
is B1, compared to Ba1 at last review.

The top three conduit loans represent 9.3% of the pool.  The
largest conduit loan is the Scholls Ferry Boulevard Loan
($29.5 million - 3.2%), which is secured by a 203,000 square foot
Class A mixed-use development located in Beaverton, Oregon.  The
property is 94.5% occupied, compared to 97.1% at last review.
Moody's LTV is 87%, compared to 88.4% at last review.

The second largest conduit loan is the Fresh Pond Shopping Center
Loan ($29 million - 3.2%), which is secured by a 214,000 square
foot community retail center located in Cambridge, Massachusetts.
The property is 95.7% leased, compared to 97.5% at last review.
Moody's LTV is 81.5%, compared to 85.3% at last review.

The third largest conduit loan is the Plaza at Cedar Hill Loan
($26.5 million - 2.9%), which is secured by a 300,000 square foot
community retail center located in suburban Dallas, Texas.  The
property is 99% occupied, essentially the same as at last review.
Moody's LTV is 80.5%, compared to 90.5% at last review.


GEMSTONE CDO: Poor Credit Quality Prompts Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service placed these classes of notes issued by
Gemstone CDO VII Ltd., on watch for possible downgrade:

-- $159,000,000 Class A-2 Floating Rate Notes Due December 2045

    Prior Rating: Aaa

    Current Rating: Aaa (on watch for possible downgrade)

-- $96,900,000 Class B Floating Rate Notes Due December 2045

    Prior Rating: Aa2

    Current Rating: Aa2 (on watch for possible downgrade)

-- $68,300,000 Class C Floating Rate Deferrable Interest Notes
    Due December 2045

    Prior Rating: A2

    Current Rating: A2 (on watch for possible downgrade)

-- $55,100,000 Class D Floating Rate Deferrable Interest Notes  
    Due December 2045

    Prior Rating: Baa2

    Current Rating: Baa2 (on watch for possible downgrade)

-- $18,700,000 Class E Floating Rate Deferrable Interest Notes
    Due December 2045

    Prior Rating: Ba1

    Current Rating: Ba1 (on watch for possible downgrade)

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying reference
portfolio, consisting primarily of RMBS and CMBS securities.


GENESIS WORLDWIDE: William J. Assini Joins Board of Directors
-------------------------------------------------------------
Genesis Worldwide Inc. has appointed William J. Assini to the
board of directors, effective Aug. 1, 2007.  Mr. Assini will hold
office until the next annual meeting of shareholders or until his
successor is elected or appointed.
    
>From 1990 to June 2007, Mr. Assini was a senior vice-president of
PricewaterhouseCoopers Inc., and partner of PricewaterhouseCoopers
LLP located in London, Ontario, where he had regional advisory
responsibility for Southwestern Ontario.
    
Mr. Assini serves as a director of the subsidiaries of IGM
Financial Inc., a member of the Power Financial Corporation
group of companies - I.G. Investment Management, Ltd., Investors
Group Corporate Class Inc., Investors Group Trust Co. Ltd., and
M.R.S. Trust Company.  Mr. Assini is a graduate of McGill
University and a chartered accountant and member of the Institute
of Chartered Accountants of Ontario. He is also a member of the
Canadian Association of Insolvency and Restructuring Professionals
and a Certified Forensic Investigator.
    
"Mr. Assini brings to the board of Genesis a wealth of knowledge
both from the Canadian and international perspective and we look
forward to his contribution to the company," John Gardner,
executive chairman of Genesis Worldwide, said.

Mr. Assini was granted stock options on Aug. 8, 2007, exercisable
for 10,000 Common Shares of Genesis, at an exercise price of
CDN $1.96, vesting at 25% on each of the first, second, third and
fourth anniversary of the grant date, and expiring ten years from
the grant date.

Headquartered in Dayton, Ohio, Genesis Worldwide Inc. (TSX/AIM:
GWI) –- http://www.genesisworldwide.com/-- fka The Monarch  
Machine Tool Company, engineers and manufactures high quality
metal coil processing and roll coating and electrostatic oiling
equipment.  Genesis Worldwide and its debtor-affiliates filed for
chapter 11 protection on September 17, 2001 (Bankr. S.D. Ohio Case
No. 01-36605).  Nick V. Cavalieri, Esq., at Bailey Cavalieri LLC,
represents the Debtors in their chapter 11 proceedings.  Daniel M
Anderson, Esq., at Schottenstein Zox & Dunn represents the
Official Committee of Unsecured Creditors.  As of June 30, 2001,
the Debtors reported assets totaling $122,766,000 and debts
totaling $121,999,000.

At June 30, 2007, Genesis WorldWide balance sheet total assets of
$15,994,774 and total liabilities of $19054,251 resulting to a
total shareholders' deficit $3,059,477.


GLOBAL REALTY: Posts $669,916 Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Global Realty Development Corp. reported a net loss of $669,916 on
revenues of $1.9 million for the second quarter ended June 30,
2007, compared with a net loss of $1.2 million on revenues of
$4.6 million for the comparable period ended June 30, 2006.

The decrease in net loss is partly attributable to decreases in
administrative expenses and interest expenses.

Expenses from operations were $937,105 for the three month period
ended June 30, 2007, as compared with $1.9 million for the prior
year period.  The decrease from 2007 to 2006 is due primarily to
decreases in expenses related to the amortization of pre-paid
consulting services and stock based compensation.

During the three month period ended June 30, 2007, the company had
net interest expense of $83,646 as compared with net interest
expense of $658,206 during the three month period ended June 30,
2006, respectively.  The decrease in net interest expense was due
to the retirement of a convertible subordinated note.

The company had taxes of 261,795 for the three month period ended
June 30, 2007 as compared to taxes of $0 for the three month
period ended June 30, 2006.

At June 30, 2006, the company's consolidated balance sheet showed
$35.8 million in total assets, $24.3 million in total liabilities,
and $11.5 million 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?2264

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 20, 2007,
Meyler & Company LLC raised substantial doubt about Global Realty
Development Corp.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's net losses
of $6.9 million and $16.1 million for the years ended Dec. 31,
2006 and 2005, respectively.

                       About Global Realty

Global Realty Development Corp. (OTC BB: GRLY) --
http://www.grdcorporation.com/-- operates as a land development  
company with properties located in Australia.  On Aug. 29, 2006,
Global acquired MJD Films and on Oct. 4, 2006, the company
purchased a 51% interest in the TFM Group, a newly formed joint
venture formed to develop television, film and music production
projects.


HANCOCK FABRICS: Wants Until February 2008 to File Chapter 11 Plan
------------------------------------------------------------------
Hancock Fabrics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
their exclusive periods to:

  (i) file a reorganization plan until February 28, 2008; and

(ii) solicit acceptances of that plan until April 30, 2008.

The Debtors believe that an extension of their Exclusive Periods
will facilitate their efforts to maximize value and allow them
sufficient time to thoroughly analyze their alternatives with
respect to and formulate an appropriate reorganization plan.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnel, LLP,
in Wilmington, Delaware, asserts that cause exists for the Court
to extend the Debtors' Exclusive Periods.  The Debtors are one of
the largest fabric retailer in the United States operating almost
400 stores in 40 states and employing more than 7,000 people.  In
addition, the Debtors' business is highly seasonal.

Mr. Dehney tells the Court that since the Petition Date, the
Debtors have focused much of their efforts on:

  (a) obtaining DIP financing facilities, which involved
      extensive negotiations with a number of parties-in-
      interest including, but not limited to, two DIP Financing
      Lenders, two Official Committees and the U.S. Trustee;

  (b) commencing and continuing the going-out-of-sale processes
      at more than 100 retail stores;

  (c) evaluating and executing the disposition of a large number
      of unexpired leases on an expedited basis, which involved
      a significant amount of communications and negotiations
      with a myriad of landlords as well as the Official
      Committees and other parties-in-interest;

  (d) preparing and filing the Schedules of Assets and
      Liabilities and Statements of Financial Affairs for each
      of the seven Debtors; and

  (e) establishing and noticing legions of creditors and other
      parties-in-interest of the Bar Date.

The Debtors' appropriate focus on those issues, as well their
address of numerous other matters attendant to their Chapter 11
cases, have made it difficult for them to formulate and build
consensus among numerous and diverse constituencies regarding a
reorganization plan during the current Exclusive Periods, Mr.
Dehney explains to Judge Shannon.  In fact, the large scale and
sophisticated nature of the Debtors' cases pose a number of
practical issues that, at this early stage, make formulation of
a reorganization plan impracticable, Mr. Dehney notes.

Moreover, the Debtors' management and employees have spent
considerable time and effort analyzing, stabilizing and improving
their businesses and operations.  With their historic peak sales
season approaching and continuing through December, the Debtors'
continued efforts in this regard are even more critical and will
consume the bulk of their time in the coming months, Mr. Dehney
elaborates.

The Debtors intend to take advantage of the extended Exclusive
Periods to continue the analysis and disposition of the remaining
Leases, proceed with the claims administration process, and
develop a reorganization plan, Mr. Dehney tells the Court.

Mr. Dehney maintains that the creditors and other parties-in-
interest will not be prejudiced by an extension of the Debtors'
Exclusive Periods.

The Court will convene a hearing of the Debtors' extension
request on August 27, 2007.  By application of Rule 9006-2 of the
Local Rules of Bankruptcy Practice and Procedures of the U.S.
Bankruptcy Court for the District of Delaware, the Debtors'
exclusive plan filing period is automatically extended through
the conclusion of that hearing.

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a
specialty          
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  (Hancock Fabric
Bankruptcy News, Issue No. 14, http://bankrupt.com/newsstand/or   
215/945-7000).


HANCOCK FABRICS: Gets Open-Ended Deadline to Remove Actions
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended the time for Hancock Fabrics Inc. and debtor-affiliates'
to remove actions under Rule 9027 of the Federal Rules of
Bankruptcy Procedure through the confirmation of the Debtors'
plan.

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a
specialty          
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  (Hancock Fabric
Bankruptcy News, Issue No. 14, http://bankrupt.com/newsstand/or   
215/945-7000).


HOMEBANC CORP: Cancels 2007 Annual Meeting of Shareholders
----------------------------------------------------------
HomeBanc Corp. disclosed that, in light of the company's Aug. 9,
2007 filing of a voluntary petition for relief under Chapter 11 of
the U.S. Bankruptcy Code, the company's 2007 Annual Meeting of
Shareholders, scheduled for Aug. 30, 2007, has been cancelled.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused  
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.  The Debtors' exclusive period to file a plan
ends on Dec. 7, 2007.


HOMEBANC CORP: U.S. Trustee Sets Aug. 22 Organizational Meeting
---------------------------------------------------------------
The U.S. Trustee for Region 3, Kelly Beaudin Stapleton, has
scheduled an organizational meeting of creditors in the Chapter
11 cases of HomeBanc Mortgage Corp., HomeBanc Corp., HomeBanc
Funding Corp., HomeBanc Funding Corp. II, HMB Acceptance Corp.,
and HMB Mortgage Partners LLC., on August 22, 2007, 11:00 a.m.,
at Room 2112, J. Caleb Boggs Federal Building, 844 North King
Street, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of creditors in the Debtors' cases.

The meeting is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  A representative of the Debtors,
however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused  
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  

    
HOMEBANC CORP: JPMorgan Puts Terms on Debtors' Collateral Use
-------------------------------------------------------------
JPMorgan Chase Bank, N.A., is party to a loan and security
agreement among JPMorgan, as administrative agent, various
lenders, and HomeBanc Corp. and HomeBanc Mortgage Corporation, as
borrowers, dated November 17, 2006.  The Loan Agreement provides
for a $75,000,000 committed facility to provide HBMC with working
capital.  As of the Debtors' bankruptcy filing, approximately
$67,000,000 principal amount is outstanding under the Loan
Agreement.

To secure their obligations under the Loan Agreement, the
Borrowers granted JPMorgan, for the benefit of the secured
lenders, a security interest in all collateral, which includes:

    -- Borrower's rights and interests under their residential
       servicing agreements for mortgage loans, including the
       rights to service the serviced loans and to receive
       compensation for the servicing;

    -- Reimbursement rights relating to advances made under the
       Servicing Contracts;

    -- Servicing Contracts;

    -- All records, instruments or other documentation evidencing
       any Servicing Right or Servicing Receivable;

    -- All related general intangibles, accounts, chattel paper,
       securities accounts, investment property, deposit account
       and money, and any related proceeds; and

    -- Certain bank accounts.

Certain of HomeBanc's and HBMC's assets and cash, whether as
original Collateral or proceeds of the Collateral, are collateral
or cash collateral of JPMorgan for the benefit of the Secured
Lenders.

Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell
LLP, in Wilmington, Delaware, relates that since the Petition
date, JPMorgan and the Debtors have had discussions regarding the
Debtors' cash needs but, as of August 11, 2007, have been unable
to reach agreement on the use of collateral or the provision for
adequate protection.

Mr. Werkheiser notes that the Debtors are using, and intend to  
continue using the Secured Lenders' Collateral, to continue to
operate their businesses.  He states that the Secured Lenders do
not consent to the Debtors' use of the Collateral, including the
Cash Collateral.  If the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware nevertheless
authorizes the Debtors to continue their use of the Collateral,
the Secured Lenders are entitled to adequate protection, he
asserts.

To provide adequate protection of the Secured Lenders' interests
in the Collateral, Mr. Werkheiser proposes the entry of an
interim order providing that:

    -- The Debtors will use their best efforts to preserve the
       value of the Collateral subject to other provisions;

    -- JPMorgan, for the benefit of the Secured Lenders, is
       granted a first priority security interest and lien on all
       pre- and postpetition assets and property of the estates
       of the Debtors to the extent of the aggregate diminution
       in value of the Collateral from and after the Petition
       Date, subject only to any liens or encumbrances in place
       on the Petition Date;

    -- JPMorgan, for the benefit of the Secured Lenders, is
       granted a "super priority" administrative claim to the
       fullest extent necessary to protect the Secured Lenders
       from any diminution in the value of the Collateral from
       and after the Petition Date;

    -- The Debtors will make cash payments to JPMorgan of all
       reasonable out-of-pocket expenses of JPMorgan, as
       administrative agent, as provided in the Loan Agreement,
       including legal fees and expenses;

    -- The Debtors will segregate and account for all Cash
       Collateral, which is now and may hereafter be, in the
       Debtors' possession, custody and control, and will be
       prohibited from using the Cash Collateral, or transferring
       the Cash Collateral, including among or between any of the
       Debtors or to any non-debtor affiliate, or to any third
       party, without Court approval.  However, upon receipt of
       consent of JPMorgan, the Debtors will be permitted to use
       or transfer Cash Collateral in the amounts set forth in a
       budget, satisfactory to JPMorgan, for purposes of payment
       of expenses of administration payable in the ordinary
       course of business on September 1, 2007;

    -- Debtors will provide JPMorgan and its representatives and
       professionals commencing on August 15, 2007, and on the
       Wednesday of each week thereafter a disbursement forecast
       for the upcoming calandar week, and upon request of
       JPMorgan allow immediate access to the books and records
       related to the Collateral;

    -- JPMorgan will retain, at the Debtors' expense, an
       independent third party auditing or consulting firm that
       will monitor the Debtors' compliance with the order and
       any matters relevant to the finances and operations of the
       Debtors deemed necessary by JPMorgan;

    -- Unless otherwise ordered by the Court, the liens created
       by the Loan Agreement will attach to any proceeds of
       Collateral, proceeds realized by the estate of any Debtor
       in connection with the sale or other disposition of the
       Collateral and all proceeds will, upon receipt, be paid to
       JPMorgan for application to the obligations of the
       Borrowers in accordance with the Loan Agreement; and

    -- The Debtors will provide to JPMorgan a plan for the
       disposition of the Collateral, by public or private sale,
       by August 17, 2007.

In the event the Court declines to grant the Secured Lenders
adequate protection, JPMorgan asks the Court to lift the stay so
the Secured Lenders may foreclose on their Collateral.

Mr. Werkheiser cites In re Mosello, 195 B.R. 277, 293-94 (Bankr.
S.D.N.Y. 1996), where adequate protection did not completely
compensate creditor for diminution of value, relief from the
automatic stay was warranted so that the creditor could receive
foreclosure value.

JPMorgan believes that the Debtors have no equity in the
Collateral, and the Collateral is not necessary for an effective
reorganization.  Granting relief from the automatic stay will
produce a better realization value for the Collateral, as
JPMorgan is well positioned to maintain the value of the
Collateral pending its sale to a third party, Mr. Werkheiser
asserts.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused  
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


INDEPENDENCE TAX: June 30 Balance Sheet Upside-Down by $5.7 Mil.
----------------------------------------------------------------
Independence Tax Credit Plus LP's consolidated balance sheet at
June 30, 2007, showed $122.6 million in total assets,
$122.7 million in total liabilities, and $5.6 million in minority
interests, resulting in a $5.7 million total partners' deficit.

The partnership reported net income of $66,966, including income
from discontinued operations of $1.5 million, on total revenues of
$5.6 million for the first quarter ended June 30, 2007, compared
with a net loss of $1.5 million, including loss from discontinued
operations of $160,652, on total revenues of $5.5 million for the
comparable period in 2006.

Rental income of $5.3 million remained fairly consistent with an
increase of approximately 3% for the three months ended June 30,
2007, as compared to rental income of $5.1 million for the
corresponding period in 2006.

Other income decreased approximately $79,000 for the three months
ended June 30, 2007, as compared to the corresponding period in
2006, primarily due to the receipt of insurance proceeds in 2006
resulting from a fire in 2005 at one Local Partnership offset by
an increase in interest earned on insurance proceeds at a second  
Local Partnership and an increase in tenant  charges at a third
Local Partnership.

Total expenses, excluding general and administrative, remained
fairly consistent with an increase of less than 1% for the three  
months ended June 30, 2007, as compared to the corresponding
period in 2006.

General and administrative increased approximately $230,000 for
the three months ended June 30, 2007, as compared to the
corresponding period in 2006, primarily due to an increase in
legal fees at two Local Partnerships, an increase in bad debt
expense at a third Local Partnership, an increase in janitorial  
salaries and management fee expense at a fourth Local Partnership  
and an increase in payroll and professional fees at a fifth Local
Partnership.

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?2267

                       Going Concern Doubt

Trien Rosenberg Rosenberg Weinberg Ciullo & Fazzari LLP, in New
York, expressed substantial doubt about one subsidiary
partnership's ability to continue as a going concern after
auditing the partnership's consolidated financial statements for
the years ended March 31, 2007, and 2006.  The auditing firm
pointed to the subsidiary partnership's net losses of
$1.6 million, $3,061, and $465,874 for the 2006, 2005 and the 2004
fiscal years, respectively.

Opa-Locka, the subsidiary partnership, is in default on its third
and fourth mortgage notes, which were incurred to affiliates of
the Local General Partner.  The Local General Partner has not sent
a notice of default with respect to the notes as of the year ended  
March 31, 2007, and will be unable to call the notes until the
first and second mortgage notes, which are current, are paid in
full.

Opa-Locka has also continued to incur significant operating  
losses.  Independence Tax Credit's investment in Opa-Locka at
June 30, 2007, was approximately $1.3 million.

                       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 June 30,
2007, the limited partnership interest in one Local Partnership
was sold.  

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.


INSITE VISION: Earns $2.2 Million in Second Quarter Ended June 30
-----------------------------------------------------------------
InSite Vision Inc. reported on Aug. 8, 2007, its financial results
for the three months ended June 30, 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$21.1 million in total assets, $26.9 million in total liabilities,
resulting in a $5.8 million total stockholders' deficit.

Net income for the second quarter ended June 30, 2007, was
$2.2 million, compared to a net loss of $5.1 million for the
second quarter 2006.  The difference was attributed mainly to the
recognition of deferred revenue related to the licensing of
AzaSite(TM) (1% azithromycin ophthalmic solution) to
Inspire Pharmaceuticals and the milestone payment, received
following the signing of the agreement and approval of AzaSite(TM)
by the FDA on April 27, 2007.

Research and development (R&D) expenses were $2.1 million for the
second quarter 2007, compared to $2.8 million in the same quarter
in 2006.

Selling, general and administrative (SG&A) expenses increased to
$2.1 million in the second quarter 2007, compared to $1.7 million
in the same quarter in 2006.

InSite Vision had cash and cash equivalents of $18.9 million at
June 30, 2007, compared to $986,000 at Dec. 31, 2006.

For the six months ended June 30, 2007, the company reported a net
loss of $416,000 compared to a net loss of $10.5 million for the
six months ended June 30, 2006.

Research and development expenses decreased to $3.9 million for
the first six months of 2007, compared to $6.0 million in the
first six months of 2006.  This was due largely to a decrease in
external service expenses, which had been primarily related to the
AzaSite clinical trials, preparation of the related NDA and the
filing fee in 2006.

Selling, general and administrative expenses increased to
$3.7 million for the first six months of 2007 compared to
$3.4 million in the first six months of 2006.

"With the approval and imminent launch of AzaSite(TM), InSite
Vision is at a pivotal point in our business.  By leveraging our
DuraSite technology and the revenue from AzaSite
commercialization, we believe that we have technological and
financial capabilities to expand and advance our product pipeline
and lead us to profitability and growth," said S. Kumar  
Chandrasekaran, PhD, chief executive officer, InSite Vision.

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?226b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 26, 2007,
Burr, Pilger & Mayer LLP expressed substantial doubt about InSite
Vision Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses.  The company, however, believes that
with the additional funding from the upfront license fee and the
FDA approval milestone payment paid May 11, 2007, under the
Inspire License, and a refund of approximately $767,000 from the
FDA related to its AzaSite NDA filing, the company we will have
adequate funds to continue operations approximately into the third
quarter of 2008, assuming no additional revenue.

                       About InSite Vision

Headquartered in Alameda, California, InSite Vision, Inc. (AMEX:
ISV) -- http://www.insitevision.com/-- is an ophthalmic company    
primarily focused on developing therapies that treat ocular
infections, glaucoma and retinal diseases.  InSite Vision's lead
product is AzaSite(TM), a topical anti-infective which targets
infections of the eye, which was approved by the FDA in April
2007.


INTERNATIONAL PAPER: Inks $185 Mil. Central Lewmar Buyout Deal
--------------------------------------------------------------
International Paper has agreed to acquire Central Lewmar LLC, from
Chrysalis Capital Partners Inc. for approximately $185 million,
subject to customary closing and post-closing conditions.  The
acquisition is expected to be complete within 30 days.
    
International Paper's distribution business, xpedx, will operate
Central Lewmar as a business unit within its multiple brand
strategy.  Xpedx is one of North America's business-to-business
distributors.
    
“This combination is an exciting opportunity for International
Paper, xpedx and our customers,” Tom Kadien, International Paper
senior vice president and president of xpedx, said.  “The
acquisition of Central Lewmar will provide greater access to
important customers and improved operating synergies, while
meeting our selective reinvestment criteria.  We believe the
acquisition of a well-respected, customer-focused paper and
packaging business like Central Lewmar will enhance the value of
our expanding distribution business, and we are pleased that
Central Lewmar's management team will remain in place."
    
“Central Lewmar has a strong reputation for customer service,”
Les Stern, Central Lewmar president and chief executive officer,
said. “By joining the xpedx network of 105 distribution centers
and more than 140 retail stores in the U.S., Canada and Mexico,
the combined business will be well positioned for future growth.
As a unit of xpedx, Central Lewmar will continue to deliver
outstanding customer service, top quality products, and
distribution solutions to customers,” he noted.
    
                       About Central Lewmar
    
Headquartered in Appleton, Wisconsin, Central Lewmar LLC --
http://www.centrallewmar.com/-- is a privately held paper and  
packaging distributors in the United States.  Founded in 1899, the
company has 400,000 square feet of warehouse space.  The company
serves 6,500 customers and employs approximately 550 people at
three hub centers, 22 offices, and 14 locations, including
Strategic Paper Group, Whiteman Tower, Andrews Paper House of
York, Buff-Pac, Central Lewmar International, Central
Lewmar/MidAtlantic, Central Lewmar/Newark, Central Lewmar South,
Automated Machine and Control, First State Paper, Geo. W. Millar,
Marquardt & Company, McAliece Imaging Products, and eight
PickQuick Papers stores.

                 About Chrysalis Capital Partners

Headquartered in Philadelphia Chrysalis Capital Partners Inc. –
http://http://www.ccpfund.com/-- is a private equity firm  
focused on investments in a wide range of industries and
circumstances throughout the United States.

                          About xpedx
    
xpedx -– http://www.xpedx.com/-- is North America's marketer and  
distributor of printing papers and graphics supplies and
equipment.  It is also a distributor of packaging supplies and
equipment and janitorial-sanitary supplies and equipment.  xpedx
also provides third-party logistics services for companies
worldwide through xpedx Supply Chain Services, Tampa, Florida.  
Other xpedx owned-and-operated businesses include New York-based
Bulkley Dunton; Lenexa, Kansas-based xpedx Printing Technologies;
Loveland, Ohio-based Saalfeld Redistribution; Cleveland, Ohio-
based xpedx National Technology Center, well as a network of more
than 140 retail paper and graphics stores across North America. .
    
                    About International Paper

Headquartered in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is an uncoated   
paper and packaging company with primary markets and manufacturing
operations in North America, Europe, Russia, Latin America, Asia
and North Africa.  International Paper employs approximately
54,000 people in more than 20 countries, and serves customers
worldwide.  

                          *     *     *

International Paper Co. carries Moody's Investors Service Ba1
senior subordinate rating and Ba2 Preferred Stock rating.


JAMES VELTMAN: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: James Veltman
        Cathy Hurwitz
        313 6th Avenue
        Asbury Park, NJ 07712

Bankruptcy Case No.: 07-21401

Type of business: The Debtors are engaged in the real estate
                  business.

Chapter 11 Petition Date: August 10, 2007

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

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

Total Assets: $1,766,097

Total Debts:  $2,292,825

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America                                          $190,362
P.O. Box 15726
Wilmington, DE 19886-5726

Chase                                                     $71,032
P.O. Box 15153
Wilmington, DE 19886-5153

Direct Loans                                              $57,602
U.S. Department of
Education
P.O. Box 9003
Niagara Falls, NY
14302-9003

Internal Revenue Service                                  $46,797

Think F.C.U.                   bank loan                  $27,685

Citi Cards                                                $18,124

Sovereign Bank                                            $15,358

Advanta Bank Corp.                                        $13,613

Builder's General Supply Co.                               $6,071

Home Depot Credit Service                                  $2,010
Des Moines, IA

Home Depot Credit Services                                 $1,814
The Lakes, NV

Boulder Community Hospital                                   $212


JAZZ PHARMA: Posts $39.9 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Jazz Pharmaceuticals Inc. announced on Aug. 9, 2007, its financial
results for the quarter ended June 30, 2007.

Jazz Pharmaceuticals' net loss for the second quarter of 2007 was
$39.9 million, compared to a net loss of $24.1 million for the
second quarter of 2006.  The net loss for the quarter ended
June 30, 2007, includes other income of $4.9 million related to a
decrease in the value of a preferred stock warrant liability and a
charge of $17.5 million related to a previously announced
settlement reached with the United States Department of Justice
and other federal agencies.

Total revenues for the quarter ended June 30, 2007, were
$14.3 million, compared to $11.1 million for the quarter ended
June 30, 2006.  The increase in total revenue resulted primarily
from increased net sales of Xyrem(R) (sodium oxybate).  For the
quarter ended June 30, 2007, Xyrem achieved record net sales of
$9.6 million.  For the six months ended June 30, 2007, total
revenues were $28.4 million, compared to $20.9 million for the six
months ended June 30, 2006.

Research and development expenses for the quarter ended June 30,
2007, were $17.4 million, compared to $14.3 million for the
quarter ended June 30, 2006.  The increase was primarily due to
increased spending on Phase III clinical development of JZP-6 for
fibromyalgia syndrome, expenses in connection with the scale-up of
commercial manufacturing for Luvox(R) CR (fluvoxamine maleate)
extended-release capsules and increased headcount.

Selling, general and administrative expenses for the quarter ended
June 30, 2007, were $18.2 million, compared to $13.7 million for
the quarter ended June 30, 2006.  The increase was primarily due
to spending in preparation for the launch of Luvox CR, increased
headcount, and higher expenses to support the sales force, offset
in part by a reduction in legal fees.

Jazz Pharmaceuticals' unrestricted cash and cash equivalents
balance as of June 30, 2007, was $148.0 million.  During the
quarter ended June 30, 2007, net cash used in operating activities
was $16.7 million.

"We are very pleased with the continued success and growth of our
commercial business," said Samuel R. Saks, M.D., chief executive
officer of Jazz Pharmaceuticals Inc.  "On the development side,
our portfolio of product candidates continues to advance, in line
with our company's mission to provide important new products for
patients and caregivers."

                        Recent Highlights

Jazz Pharmaceuticals priced its initial public offering of six
million shares of its common stock and began trading on the Nasdaq
Global Market under the trading symbol "JAZZ" on June 1, 2007.  
Net cash proceeds from the initial public offering were
approximately $97.2 million, after deducting underwriting
discounts and commissions and estimated offering expenses.

In August, the U.S. Food and Drug Administration (FDA) accepted
for review the submission of the complete response by Solvay
Pharmaceuticals Inc. to the FDA approvable letter for Luvox CR.
The PDUFA action date is Dec. 22, 2007.

Jazz Pharmaceuticals achieved a clinical enrollment milestone in
early August under its agreement with UCB Pharma Limited relating
to JZP-6 for fibromyalgia syndrome, which triggers a $7.5 million
payment to Jazz Pharmaceuticals.

Jazz Pharmaceuticals' partner, Valeant Pharmaceuticals  
International, launched Xyrem in Canada on July 30, 2007.  Valeant
promotes Xyrem in Canada through its specialty sales force.

Jazz Pharmaceuticals completed a pharmacokinetic study of JZP-2, a
product candidate for the acute treatment of panic attacks
associated with panic disorder.  Based upon an initial analysis of
the pharmacokinetic data generated by the study, management
expects that this product formulation will likely be discontinued.

At June 30, 2007, the company's consolidated balance sheet showed
$276.9 million in total assets, $134.6 million in total
liabilities, $13.2 million in common stock subject to repurchase,
and $129.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2265

                   Settlement of Investigation

In April 2006, the company and Orphan Medical received subpoenas
from the United States Department of Justice requiring both
entities to provide the Department of Justice with certain
information relating to Xyrem(R) (sodium oxybate), including
information regarding the promotion and marketing of Xyrem.

On July 13, 2007, the company entered into (i) a civil settlement
agreement with the United States of America, acting through the
United States Department of Justice, the United States Attorney's
Office for the Eastern District of New York, the Office of
Inspector General of the Department of Health and Human Services,
the United States Office of Personnel Management and the United
States Department of Defense TRICARE Management Activity to
resolve the governmental investigation related to the promotion of
Xyrem and (ii) a non-prosecution agreement with the United States
Attorney's Office for the Eastern District of New York under which
the United States Attorney's Office agreed that the company would
not be prosecuted for the matters that were the subject of the
investigation.  Orphan Medical, which was acquired by the company
in June 2005, entered into (i) a plea agreement with the United
States Attorney's Office for the Eastern District of New York,
under which Orphan Medical pled guilty, on July 13, 2007, to one
felony count of introducing a misbranded drug into interstate
commerce and (ii) the civil settlement agreement.  The company
expects that it and Orphan Medical will also enter into agreements
with Medicaid participating states.

Pursuant to the civil settlement agreement and the plea agreement,
payments totaling approximately $20.0 million are required to be
made over the period from July 20, 2007, through Jan. 15, 2012.
The total includes payments to Federal healthcare programs and
Medicaid participating states, as well as restitution and fines.
In addition, under the non-prosecution agreement, the company
agreed to guarantee payment by Orphan Medical of the amounts due
under the Plea Agreement.  The total payments due under the civil
settlement agreement and the plea agreement are payable as
follows: $1.0 million in 2007; $2.0 million in 2008; $2.5 million
in 2009; $3.0 million in 2010; $3.0 million in 2011 and
$8.5 million in 2012.  All remaining amounts due under the civil
settlement Agreement could be accelerated if the company is
acquired, or in the event of an uncured default.

                       Going Concern Doubt

Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about Jazz Pharmaceuticals 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 significant losses from
operations since its inception and cash used in operating
activities.   

                    About Jazz Pharmaceuticals

Headquartered in Palo Alto, Calif., Jazz Pharmaceuticals Inc.  
(NasdaqGM: JAZZ) -- http://www.jazzpharmaceuticals.com/-- is a  
specialty pharmaceutical company focused on identifying,
developing and commercializing innovative products to meet unmet
medical needs in neurology and psychiatry.


JOHN SHEKERJIAN: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: John C. Shekerjian
        2716 Turtle Ridge
        Bloomfield Hills, MI 48302

Bankruptcy Case No.: 07-55859

Chapter 11 Petition Date: August 13, 2007

Court: Eastern District of Michigan (Detroit)

Debtor's Counsel: Scott F. Smith, Esq.
                  32600 Telegraph Road
                  Suite 210
                  Bingham Farms, MI 48025
                  Tel: (248) 205-4437

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
American Home Mortgage         2716 Turtle Ridge      $7,434,388
P.O. Box 905                   Bloomfield
Columbia, MO 21077             Hills, MI 48302

Hazel Ravines Partners         Loan                   $2,800,000
303 Ravine Drive
Highland Park, IL

Lawrence Wisne                 Loan                   $2,500,000
[no address]

Taylor Bean & Whitaker         2600 Daulby            $1,945,282
1417 North Magnolia Avenue     Kissimmee, FL 34747
Ocala, FL 34475

Countrywide Home Loans         2716 Turtle Ridge      $1,000,000
450 American Street            Drive, Bloomfield
Simi Valley, CA 93065          Hills, MI 48302

Elaine Fieldman and Mark Sims  Loan                     $500,000
Turtle Ridge Drive
Bloomfield Hills, MI 48302

Internal Revenue Service       1040 Taxes               $465,673
Insolvency Unit
P.O. Box 330500-STOP 15
Detroit, MI 48232

George & Kesto                 Loan                     $400,000
32600 Telegraph Road
Bingham Farms, MI 48025

Chase                          578 Pineway Circle       $100,728
                               Bloomfield
                               Hills, MI 48302

Golich Glass                   Judgment                  $11,000

U.S. Bank                      Loan                      $28,975

Costco                         Credit Card                $2,132

DTE                            Utility Charges            $1,903

GMAC                           Auto Lease                Unknown


JOSEPH CURTSINGER: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Joseph Carmon Curtsinger, Jr.
        7380 Nolensville Road
        Nolensville, TN 37135

Bankruptcy Case No.: 07-05786

Chapter 11 Petition Date: August 13, 2007

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Glen C. Watson, III, Esq.
                  Roy C. Shea, Jr.
                  1106 18th Avenue South
                  Nashville, TN 37212
                  Tel: (615) 369-9600
                  Fax: (615) 369-9613

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Crawford Hospital District     80 acres of land;         $270,000
c/o Mark Reagan                value of security:
260 Cumberland Bend Drive      $240,000; value of
Nashville, TN 37228            senior lien:
                               $170,669

Dan Warlick                    professional               $43,000
611 Commerce Street,           services
Suite 2712
Nashville, TN 37203

Gullett, Sanford, Robinson     professional               $42,000
& Martin, P.L.L.C.             services
c/o Rhea Bucy
P.O. Box 198888
Nashville, TN 37219

Blackburn & McCune, L.L.P.     professional services      $35,000

Hudson & Keyse, L.L.C.         credit card                $20,000
                               purchases

Capitol One Bank               credit card                $14,025
                               purchases

N.C.O. Financial Systems       credit card                 $4,172
                               purchases

Larry McClenahan               professional                $2,850
                               services

Team Chevrolet                 auto repair                 $1,288

Alley & Associates             surveyor                    $1,287

Hargrove & Foster              professional                  $833
                               services


KLINGER ADVANCED: Has Until September 10 to File Schedules
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Klinger Advanced Aesthetics, LLC, and its debtor-affiliates, until
Sept. 10, 2007, to file their schedules of assets and debts and
statement of financial affairs.

The Debtors, in their request for the extension, told the Court
that in order to prepare the Schedules and Statements, they must
gather information from books and records for each of the seven
Debtor entities.  The Debtors says that the extension will allow
them more time to collect the necessary information.

Based in Short Hills, New Jersey, Klinger Advanced Aesthetics, LLC
-- http://www.aai.com/-- emphasizes the integration of  
treatments, services (ranging from salon and spa treatments to
light medical) and products administered simultaneously.  The
company and six of its affiliates filed for chapter 11 protection
on July 25, 2007 (Bankr. D. N.J. Case Nos. 07-20459 through 07-
20465).  John K. Sherwood, Esq., at Lowenstein Sandler P.C.,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and debts
between $1 million and $100 million.


LANDRY'S RESTAURANTS: S&P Retains Junk Rating w/ Developing Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services is keeping its 'CCC' corporate
credit ratings on Landry's Restaurants Inc. on CreditWatch with
developing implications, where they were placed on July 25, 2007.
     
Houston-based Landry's announced that it has obtained committed
financing in the event it needs to refinance its 7.5% senior
unsecured notes that have been accelerated due to a default on a
filing covenant.  Furthermore, the company has a temporary
restraining order that bars the acceleration and has a court
hearing on Aug. 16, 2007, seeking to continue that injunction.  If
the final decision of the court goes against Landry's, the company
intends to pay off the notes with its amended senior secured
credit facility.  The amended facility would consist of a $515
million first-lien term loan B and a $75 million revolving credit
facility.  No borrowings from the revolver would be used to
refinance the notes. The original facility consisted of a
$150 million first-lien term loan B and a $300 million revolver.  
      
"As a result of these developments, on Aug. 13, 2007, we expect to
raise the corporate credit ratings on Landry's and its subsidiary,
Las Vegas-based Golden Nugget Inc., to 'B' from 'CCC'," said
Standard & Poor's credit analyst Charles Pinson-Rose, "if either
the company is required to replace its outstanding 7.50% senior
unsecured notes with its amended credit facility or the injunction
remains in place and all outstanding legal issues with its current
noteholders are resolved."


LEE JORDAN: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtors: Lee Thomas Jordan
         Sharon Anne Jordan
         dba Jordan Meadows
         18439 Midland Boulevard
         Nampa, ID 83687-8033

Bankruptcy Case No.: 07-01264

Chapter 11 Petition Date: August 13, 2007

Court: District of Idaho (Boise)

Debtors' Counsel: Joseph M. Meier, Esq.
                  Cosho Humphrey, LLP
                  P.O. Box 9518
                  800 Park Boulevard, Suite 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290

Total Assets: $7,851,611

Total Debts:  $6,451,749

Debtors' List of its 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Douglas and Alayna Jordan      Services                 $750,000
1470 South Whitewater Court
Nampa, ID 83687
Tel: (208) 353-4546

Central Mortgage Co.           Deed of Trust            $245,000
801 John Burrow, Suite 1
Little Rock, AR 72205

Givens Pursley, LLP            Attorney Fees            $108,259
P.O. Box 2720
Boise, ID 83701-2720

Option One Mortgage            Deed of Trust -           $95,793
                               406 Iowa Street
                               Boise, Idaho

Mike Vance                     Deed of Trust -           $45,000
                               406 West Iowa Street
                               Boise, Idaho

                               Deed of Trust -           $12,000
                               18439 Midland Boulevard

Sweet Jean, LLC                Loans                     $50,000

Farmers & Merchants            Loan                      $21,401

C&A Paving Co.                 Loan                      $10,000

Making the Grade               Weed Control               $9,000

Douglas and Alayna Jordan      Loan for Costs Paid        $6,700
Jordan Meadows, LLC

Strategic Solutions            Loan Made                  $5,500

Internal Revenue Service       Tax Return - May 2006      $4,661

State of ID Tax Commission     Tax Due                    $2,000

RC Willey                      Home Supplies              $2,639
                                                        Secured:
                                                            $450

CitiFinancial Retail Service   Home Supplies              $3,673
                                                        Secured:
                                                          $1,450

Bailey & Company, CPA          Accounting Services          $800

Capital One                                              Unknown

American Express               Disputed Debt             Unknown


LENOX GROUP: S&P Withdraws Ratings at Company's Request
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Eden
Prairie, Minnesiota-based Lenox Group Inc. at the company's
request.

Ratings List

Ratings Withdrawn
                           To       From
                           --       ----
Corporate Credit Rating    NR       CCC+/Negative/--


LUMINENT MORTGAGE: Eight Repo Lenders Declare Default
-----------------------------------------------------
Luminent Mortgage Capital Inc. disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that between
Aug. 7 and Aug. 9, 2007, eight repo lenders declared events of
default to have occurred in respect of alleged failures by the
company and its affiliates to post margin or repurchase financial
assets under various master repurchase agreements substantially in
the form of the September 1996 version of those agreements
published by The Bond Market Association.

As a result, the repurchase dates for reverse repo transactions by
the company and its affiliates having an aggregate repurchase
price of approximately $1.6 billion, calculated as of Aug. 9,
2007, were deemed by those repo lenders to have occurred, to the
extent that their repurchase dates had not already occurred, and
those repo lenders demanded immediate payment by the company of
that aggregate repurchase price.

                       Additional Defaults

In addition, the events of default declared under the master
repurchase agreements described above caused a default to occur
under the indenture relating to $90 million of the company's
8.125% Convertible Senior Notes due 2027, in respect of which
those notes may be declared to be immediately due and payable.

Those events of default also caused a default to occur with
respect to the asset-backed commercial paper issued by Luminent
Star Funding Statutory Trust I, an affiliate of the company, in
respect of which that commercial paper has been declared to be
immediately due and payable.  As a result, the agent for the
holders of that commercial paper has demanded immediate payment of
approximately $580 million, calculated as of Aug. 9, 2007.

Subsequent to Aug. 9, 2007, other repo lenders may have declared
events of default to have occurred in respect of alleged failures
by the company and its affiliates to post margin or repurchase
financial assets under various master repurchase agreements, and
the company's obligations under those agreements may be material.

Headquartered in San Francisco, California, Luminent Mortgage
Capital, Inc. -- http://www.luminentcapital.com/-- (NYSE:LUM) is   
a real estate investment trust, or REIT.  Luminent is an asset
management company that invests in prime whole loans, U.S. agency
and other highly-rated, single-family, adjustable-rate, hybrid
adjustable-rate and fixed-rate mortgage-backed securities, which
it acquires in the secondary market.


LUMINENT MORTGAGE: Delays Filing of June 30 Form 10-Q
-----------------------------------------------------
Luminent Mortgage Capital Inc. disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that it will be
unable to file its Form 10-Q for the period ended June 30, 2007,
by the required deadline.

The company relates that subsequent to June 30, 2007, the mortgage
industry, and the financing methods that the mortgage industry
relies upon, have deteriorated in a significant and unprecedented
fashion.  Since Aug. 3, 2007, the secondary market for mortgage
loans and mortgage-backed securities has effectively seized-up.  
As a result, Luminent is simultaneously experiencing a significant
increase in margin calls on its highest quality assets and a
decrease on the financing advance rates provided by its repurchase
agreement lenders, and has consequently been unable to roll
outstanding commercial paper issued under its commercial paper
program.

The company says it is exploring all of its alternatives with
respect to its loss of liquidity resulting from the unanticipated
disruptions in the secondary mortgage and national real estate
markets, and is therefore delaying the filing of its June 30, 2007
Form 10-Q until a full assessment of the impact of its liquidity
issues, including their impact on the company's ability to
continue as a going concern, has been conducted and strategic
alternatives have been developed.

Headquartered in San Francisco, California, Luminent Mortgage
Capital, Inc. -- http://www.luminentcapital.com/-- (NYSE:LUM) is   
a real estate investment trust, or REIT.  Luminent is an asset
management company that invests in prime whole loans, U.S. agency
and other highly-rated, single-family, adjustable-rate, hybrid
adjustable-rate and fixed-rate mortgage-backed securities, which
it acquires in the secondary market.


MAGNA ENTERTAINMENT: Posts $23.4 Mil. Net Loss in Second Quarter
----------------------------------------------------------------
Magna Entertainment Corp. reported on Aug. 9, 2007, its financial
results for the second quarter ended June 30, 2007.

The company reported a net loss of $23.4 million on revenues of
$203.1 million for the second quarter ended June 30, 2007,
compared with a net loss of $26.3 million on revenues of
$179.7 million for the same period a year ago.

In announcing these results, Frank Stronach, chairman and interim
chief executive officer of MEC, remarked, "We are extremely
disappointed with the second quarter results.  We recognize that
immediate and drastic action is required and we have commissioned
a strategic review of the company.  Also, we will cease racing
operations at our Austrian racetrack Magna Racino(TM) at the end
of its 2007 meet, have relinquished our racing license for
Michigan Downs and have terminated our racetrack development
project in Dixon, California."

MEC has engaged Greenbrook Capital Partners Inc. to conduct the
strategic review.  The strategic review will be led by
Greenbrook's senior partner, Tom Hodgson, a former president and
chief executive officer of MEC.  Greenbrook expects to make its
report to the board by early September, following which MEC will
provide a further update.

Mr. Stronach commented, "I am pleased that Tom has agreed to work
with us on a strategic review of MEC.  The Board has instructed
Tom to take a comprehensive approach to his review and to develop
a plan that will produce a financially healthy MEC with the
staying power to execute its strategic plan.  Management and the
Board are dedicated to substantial debt reduction and profit
improvement on an urgent basis."

Mr. Hodgson stated, "MEC is a company with tremendous assets
including world-class racetracks and valuable real estate.
However, MEC has an inadequate level of EBITDA and remains
burdened with far too much debt and interest expense.  I look
forward to working with MEC's board of directors and senior
management team to create a plan that will be designed to
dramatically strengthen MEC's balance sheet and increase
shareholder value."

Blake Tohana, executive vice-president and chief financial officer
of MEC, commented, "Our results this quarter were negatively
affected by the slot operations at Gulfstream Park, which have
significantly underperformed to date.  However, we remain
optimistic that our recent marketing initiatives, legislative
changes that were adopted in early July and the relocation of
Christine Lee's restaurant, a culinary institution in South
Florida for more than 30 years, to the third floor of Gulfstream
Park in early August, will lead to improved results.

"We are also encouraged by the second quarter results of our
PariMax operations, which had increased EBITDA of $4.1 million and
achieved a 31% increase in handle at XpressBet(R), compared to the
second quarter of 2006.  During the second quarter of 2007, we
sold San Luis Rey Downs for cash proceeds of approximately
$24.0 million and repaid long-term debt of $17.8 million.  We
remain focused on continuing to sell non-core assets and pay down
debt."

Revenues for the three months ended June 30, 2007, increased
$23.3 million or 13.0% to $203.1 million, compared to
$179.7 million for the three months ended June 30, 2006.  The
increased revenues were primarily due to increases in PariMax
revenues, Florida revenues, and California revenues, partly offset
by decreases in Northern U.S. revenues, Southern U.S. revenues,
and increases in eliminations of inter-company revenues between
business units due to the acquisition of AmTote.

EBITDA for the three months ended June 30, 2007 increased
$2.2 million or 167.1% to $3.4 million from $1.3 million in the
three months ended June 30, 2006,

Net loss from continuing operations for the three months ended
June 30, 2007, has decreased $3.9 million or 14.2% from a loss of
$27.3 million in the three months ended June 30, 2006, to a loss
of $23.4 million in the three months ended June 30, 2007.  

The improvement in net loss is due to EBITDA improvements as well
as a decrease in interest expense due to repayment of the
company's  bridge loan facility with the company's parent company,
reduced borrowings on the company's senior secured revolving
credit facility and repayment of other debt over the past year
from proceeds of various asset sales, partially offset by
increased borrowings on the company's Gulfstream Park project
financing arrangement with our parent company.  

During the three months ended June 30, 2007, cash provided from
operations was $2.0 million, which has increased from cash used
for operations of $7.8 million in the second quarter of 2006
primarily due to an increase in the change in non-cash working
capital balances in 2007 relative to the prior year period.  

Cash used for investing activities during the three months ended
June 30, 2007, was $1.8 million, which included $24.7 million of
proceeds on the sale of real estate and fixed assets, partially
offset by real estate property and fixed asset additions of
$25.1 million and other asset additions of $1.4 million.  

Cash used for financing activities during the three months ended
June 30, 2007, of $21.8 million includes net repayments of
$14.3 million of bank indebtedness and $12.0 million of net
repayments of long-term debt, partially offset by net borrowings
of $4.4 million of long-term debt with the company's parent.

At June 30, 2007, the company's consolidated balance sheet showed
$1.21 billion in total assets, $782.6 million in total
liabilities, and $432.4 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $140.4 million in total current
assets available to pay $176.3 million in total current
liabilities.

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?2250

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 23, 2007,
Chartered accountants, Ernst & Young LLP, expressed substantial
doubt about Magna Entertainment'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 operating losses
and working capital deficiency.

                    About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(NASDAQ: MECA; TSX: MEC.A) -- http://www.magnaentertainment.com/  
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.  MEC
owns and operates AmTote International Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV, a 24-hour horse
racing television network and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.


MIRANT CORP: Mirant Lovett Files Amended Plan of Reorganization
---------------------------------------------------------------
Mirant Lovett, LLC delivered an Amended Chapter 11 Plan of
Reorganization to the U.S. Bankruptcy Court for the Northern
District of Texas on August 3, 2007, to reflect non-material
modifications to the Plan.

The non-material modifications include additional definition of
certain terms:

  (a) Priority Claim means any claim against Mirant Lovett to
      the extent the Claim is entitled to priority right of
      payment under Section 507(a) of the Bankruptcy Code, other
      than Secured Claims, Administrative Claims and Tax Claims;

  (b) Protected Persons subject to the releases contained in the  
      Mirant Lovett Plan are to include Mirant Lovett's (i)
      Thomas Legro, senior vice president and controller, and
      (ii) Patricia Bernard, senior vice president for  
      administration.

Under the Plan, "Protected Persons" include (a) all
professionals, officers, directors and managers of the Debtors,
(b) the members of Committees and their professionals, (c)
William Snyder in his capacity as the examiner in the Chapter 11
cases and his professionals and (d) Dean Nancy Rapoport, in her
capacity as fee examiner.

                  Means For Implementation

Aside from the New York Settlement Agreement, the Amended Plan
also incorporates a 2007 tax agreement and a 2007 amended consent
decree into the Mirant Lovett Plan, which will be fully
enforceable against Mirant Lovett, to the extent permitted by
applicable non-bankruptcy law.

In the event of a conflict between the Mirant Lovett Plan on the
one hand and the terms of the New York Settlement Agreement, the
2007 Tax Agreement and the 2007 Amended Consent Decree on the
other hand, the terms of the applicable agreement will govern.

                       Governing Entity

The governing entity of Mirant Lovett will be the same as the
governing entity existing immediately prior to the effective date
of the proposed Mirant Plan.  The current officers or managers of
Mirant Lovett will continue to serve in the positions after the
Mirant Lovett Plan Efective Date in accordance with their
corresponding employment agreements, if any, and applicable law.

A full-text copy of Mirant Lovett's Amended Plan of
Reorganization is available for free at:

        http://bankrupt.com/misc/LovettAmendedPlan.pdf

                        About Mirant Corp.

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

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

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

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  (Mirant Bankruptcy News, Issue No. 128;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)

                          *     *     *

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


MIRANT CORP: Mirant Lovett's Confirmation Hearing Set for Sept. 19
------------------------------------------------------------------
The Hon. D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas will convene a hearing to consider
confirmation of Mirant Lovett, LLC's proposed Plan of
Reorganization on Sept. 19, 2007, at 1:30 p.m. (Prevailing Central
Time).

Any objections to the Lovett Plan must be filed by September 12,
at 4:00 p.m. (Prevailing Central Time).

The Court also approves Mirant Lovett's Recommencement Notice and
directs the Debtor to serve the Notice on all of its creditors
within five days, in accordance with Rules 2002 and 3017 of the
Federal Rules of Bankruptcy Procedure.

Mirant Lovett will publish the Recommencement Notice in each of
(a) the national edition of The Wall Street Journal, and (b) The
Journal News, with the initial publication being at least 25 days
prior to the Confirmation Hearing.

According to Judge Lynn, holders of Class 1 -- Tax Jurisdiction
Settlement Claims are deemed to have accepted the Lovett Plan,
and Mirant Lovett is not required to solicit the votes of the Tax
Claim holders.

The Court further rules that the votes by holders of unsecured
claims -- Class 2 Unsecured Claims and Class 4 Convenience Claims
-- with respect to Mirant Corporation's Plan of Reorganization,
are deemed to be votes in favor of the Lovett Plan, therefore,
Mirant Lovett is not required to solicit votes from these Claim
holders.

                        About Mirant Corp.

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

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

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

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  (Mirant Bankruptcy News, Issue No. 128;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)

                         *     *     *

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


MORTGAGE LENDERS: Wants Until November 5 to Remove Actions
----------------------------------------------------------
Pursuant to Section 1452 of the Judiciary and Judicial Procedures
Code and Rule 9027 of the Federal Rules of Bankruptcy Procedure,
Mortgage Lenders Network USA, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware to further extend the time within
which it may remove civil actions (i)  pending as of ist
bankruptcy filing to November 5, 2007, and (ii)initiated
postpetition to:

    (i) the later of November 5, 2007; or

   (ii) the shorter of:

        (a) 30 days after receipt of the initial pleading; or

        (b) 30 days after receipt of the summons if the initial
            pleading has been filed with the Court but not
            served with the summons.

The Debtor asks Judge Walsh to hold that the Prepetition Removal
Deadline apply to all matters specified in Rules 9027(a)(2)(A),
(B) and (C), and that the Postpetition Removal Deadline apply to
all matters specified in Rule 9027(a)(3).

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, says it is prudent for
the Debtor to seek an extension of the period to file notices of
removal to protect its right to remove the Actions.  

Since the Petition Date, the Debtor has been constantly and
persistently occupied with matters of immediate importance to its
Chapter 11 case, Ms. Jones notes.  From the Petition Date to the
present, the Debtor has focused its efforts on the orderly wind
down of its business and the sale of its assets for the benefit
of its creditors.  Hence, the Debtor has not had an opportunity
to appropriately review Actions to determine whether there are
any that may need to be removed.

Ms. Jones contends that the Extension sought will afford the
Debtor the opportunity necessary to make fully-informed decisions
concerning removal of any Action and will assure that the Debtor
does not forfeit valuable rights under Section 1452.  
Furthermore, the rights of the Debtor's adversaries will not be
prejudiced by the Extension because any party to an Action that
is removed may seek to have it remanded to the state court
pursuant to Section 1452(b), Ms. Jones adds.

The Debtor believe its request is reasonable and practical in
light of the present posture of its bankruptcy case.

Judge Walsh will convene a hearing on September 17, 2007, at 2:00
p.m., to consider the Debtor's request.  Pursuant to Del.Bankr.LR
9006-2, the Debtor's Removal Periods is automatically extended
until the conclusion of that hearing.

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  Blank Rome LLP represents the Official
Committee of Unsecured Creditors.  In the Debtor's schedules of
assets and liabilities filed with the Court, it disclosed total
assets of $464,847,213 and total debts of $556,459,464.  

The Debtor's exclusive period to file a chapter 11 plan expires on
Oct. 3, 2007.  (Mortgage Lenders Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/   
or 215/945-7000).


MOVIE GALLERY: July 1 Balance Sheet Upside-Down by $560.3 Million
-----------------------------------------------------------------
Move Gallery Inc.'s consolidated balance sheet at July 1, 2007,
showed $892.0 million in total assets, $1.45 billion in total
liabilities, resulting in a $560.3 million total stockholders'
deficit.

The company's consolidated balance sheet at July 1, 2007, also
showed strained liquidity with $291.1 million in total current
assets available to pay $1.42 billion in total current
liabilities.

Movie Gallery Inc. reported a net loss of $309.9 million and an
operating loss of $282,245 for the second quarter ended July 1,
2007, compared with a net loss of $14.9 million and an operating
income of $14.2 million for the second quarter ended July 2, 2006.

For the second quarter of 2007, Movie Gallery's total revenues
were $561.2 million, a decrease of 6.7% from $601.3 million in the
second quarter of 2006, primarily due to a decline in consolidated
same-store sales and a decrease in the number of weighted average
stores operated.  For the thirteen weeks ended July 1, 2007,
consolidated same-store sales declined 4.7% and the number of
weighted average stores operated declined 4.1% compared to the
prior year periods.  Consolidated same-store sales for the
thirteen-week period consisted of a 10.4% decline in same-store
rental revenue, partially offset by a 21.0% increase in same-store
product revenue.

The increase in operating loss and net loss primarily reflects a
decrease in gross margins on rental revenue, and impairment
charges on goodwill, other intangibles, and property, furnishings,
and equipment.

The decrease in rental gross margins is primarily due to a decline
in the average sales price of previously viewed movies and an
increase in the cost of product acquired under revenue sharing
arrangements.

                 Impairment of Long-Lived Assets

During the month of March 2007 and most notably during the second
quarter of fiscal 2007, the industry in general, and the company's  
business in particular, experienced events and circumstances that
required the company to assess the recoverability of the carrying
value of certain of of its long-lived assets.  Among those events
and circumstances that the company believes to be impairment
indicators are:

  -- substantially larger than anticipated drop in year-over-year
     same store sales and gross margins;

  -- a continuing trend of operating losses;

  -- projected cash flow losses for a substantial number of the  
     company's stores;

  -- a significant drop in the company's stock price and
     resulting market capitalization;

  -- a significant drop in trading prices for the company's first
     and second lien debt and 11% senior notes; and

  -- recent significant adverse changes in the industry.

Due to the bove impairment indicators, the company performed
impairment testing on its long-lived assets as of July 1, 2007.  

As a result, the company recorded a charge of $26.2 million and
$16.8 million related to the impairment of property, furnishings,
and equipment under the Hollywood and Movie Gallery operating
segments, respectively.

The company also determined that its definite-lived intangible
asset for the customer list in the Hollywood segment was impaired
as a result of attrition in active customers.  The company
therefore recorded an impairment charge of $2.5 million, which
was recognized in Impairment of other intangibles.  The company
also conducted an impairment test on the company's indefinite-
lived intangible asset, the Hollywood trademark, as of July 1,
2007, and recorded an impairment charge of $94.4 million.

The company also performed impairment testing on the valuation of
goodwill as of July 1, 2007.  As a result, the company recorded a
goodwill impairment charge on the Hollywood Video reporting unit
of $115.6 million, after it was determined that the implied fair
value ofgoodwill for the Hollywood reporting unit was zero.

                         Interest Expense

Interest expense, net decreased $2.0 million from $30.7 million
for the thirteen weeks ended July 2, 2006 to $28.7 million for the
thirteen weeks ended July 1, 2007.  The decrease is primarily
attributed to lower interest rates on the company's March 2007
Credit Facility.  

Full-text copies of the company's consolidated financial
statements for the quarter ended July 1, 2007, are available for
free at http://researcharchives.com/t/s?226a

                       About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. (NasdaqGM:
MOVI) -- http://www.moviegallery.com/-- is second largest North  
American video rental company with more than 4,550 stores located
in all 50 U.S. states and Canada operating under the brands Movie
Gallery, Hollywood Video and Game Crazy.  The Game Crazy brand
represents 606 in-store departments and 14 free-standing stores
serving the game market in urban locations across the Untied
States.  Since Movie Gallery's initial public offering in August
1994, the company has grown from 97 stores to its present size
through acquisitions and new store openings.

                          *     *     *

As reported in the Troubled Company Reporter on July 9, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Movie Gallery Inc. to 'CCC+' from 'B-' based on the
announcement that the company was not able to meet its financial
covenants for the fiscal quarter ended July 1, 2007, and that the
company is exploring available restructuring and strategic
alternatives.  The outlook is developing.


MQ ASSOCIATES: Inks $45 Mil. Cash Merger Deal With Novant Health
----------------------------------------------------------------
MQ Associates Inc. has entered into a definitive merger agreement
with Novant Health, a not-for-profit integrated healthcare system
in North and South Carolina, pursuant to which Novant will acquire
MQ Associates.  Novant will pay $45 million in cash at closing,
and contingent consideration in an amount up to $35 million based
on the company's adjusted EBITDA during the 2008 fiscal year.

The transaction will result in a change of control under the terms
of the indentures with respect to MQ Associates' 12 1/4% senior
discount notes and MedQuest, Inc.'s 11 7/8% senior subordinated
notes.
    
In connection with the merger, MQ Associates' controlling
stockholder, an affiliate of J.P. Morgan Partners, LLC, has
entered into a Voting Agreement, pursuant to which it has agreed
to vote all of its shares of voting stock in favor of the merger
not later than Sept. 14, 2007.  

The transaction is subject to certain healthcare and other
regulatory approvals, including the expiration or termination of
the waiting period under the Hart Scott-Rodino Act, as well as
other customary closing conditions.
    
                        About Novant Health
    
Headquartered in Winston-Salem and Charlotte, North Carolina,
Novant Health –- http://www.novanthealth.org/-- is a not-for-
profit integrated group of hospitals and physician clinics serving
North and South Carolina.  Hospital affiliates include
Presbyterian Hospital, Presbyterian Orthopaedic Hospital,
Presbyterian Hospital Matthews and Presbyterian Hospital
Huntersville in the Charlotte, NC area; Forsyth Medical Center and
Medical Park Hospital in Winston-Salem, NC; Thomasville Medical
Center in Thomasville, NC; and Brunswick Community Hospital in
Supply, NC.  The Novant Medical Group consists of more than 800
physicians in 232 clinic locations.  Other Novant facilities and
programs include two nursing homes, outpatient surgery and
diagnostic centers, rehabilitation programs and community health
outreach programs.

                        About MQ Associates

MQ Associates, Inc. is a holding company and has no material
assets or operations other than its ownership of 100% of the
outstanding capital stock of MedQuest Inc.  Headquartered in Salt
Lake City, Utah, MedQuest Inc. operates independent, fixed- site,
outpatient diagnostic imaging centers in the U.S.  These centers
provide high quality diagnostic imaging services using a variety
of technologies, including magnetic resonance imaging, computed
tomography, nuclear medicine, general radiology, bone
densitometry, ultrasound and mammography.  MedQuest Inc. operates
a network of 90 centers in thirteen states located primarily
throughout the southeastern and southwestern U.S.

                          *     *     *

AS reported in the Troubled Company Reporter on May 9, 2007, MQ
Associates Inc. had a resulting from total assets of
$175.4 million, total liabilities of $386.7 million, and
redeemable preferred stock of $70 million, resulting in a total
stockholders' deficit of $281.3 million as of Dec. 31, 2006.


NATIONWIDE HEALTH: S&P Holds BB+ Preferred Stock Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit rating, 'BBB-' senior unsecured debt rating, and 'BB+'
preferred stock rating on Nationwide Health Properties Inc.  The
affirmations affect approximately $866.5 million in outstanding
senior unsecured notes and $196.5 million in preferred stock.  The
outlook is stable.
      
"The ratings reflect Nationwide Health Properties' strengthening
cash flow from a well-balanced portfolio of health care properties
managed by stable tenant/operators and the maintenance of a
moderate financial profile," said credit analyst Tom Taillon.  "An
aggressive appetite for investment growth and some historical
tenant concentrations offset these credit strengths."
     
S&P expect the company's growing portfolio of stable health care
properties to provide a solid cash flow stream over the medium
term.  Rent coverage measures are currently adequate and provide a
good cushion against any near-term deterioration in operator
credit quality.  Further comfort with Nationwide Health
Properties' more robust acquisition appetite could result in
positive momentum for the ratings.  Conversely, S&P would consider
revising the outlook to negative if the company takes a more
aggressive finance strategy or experiences unexpected
deterioration in its highly concentrated tenant base.


NEW CENTURY: Moody's Places Five Low-B Rated Tranches Under Review
------------------------------------------------------------------
Moody's Investors Service downgraded five tranches and placed
under review for possible downgrade fourteen tranches from several
2002 and 2003 deals with loans originated by New Century Mortgage
Corporation.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, subprime mortgage
loans.

The certificates have been downgraded and placed on review for
possible downgrade based upon recent and expected pool losses and
the resulting erosion of credit support.  Overcollateralization
amounts in all of the transactions are currently below their
floors and pipeline losses are likely to cause further erosion of
the overcollateralization, which could put pressure on the
subordinate tranches.

Furthermore, existing credit enhancement levels may be low given
the current projected losses on the underlying pools.  Although
the deals' losses are performing within the area of original
expectations, credit support deterioration seen in many of these
deals can be partially attributed to the deals passing performance
triggers and therefore releasing large amounts of
overcollateralization.

Complete rating actions are:

Downgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc.

-- Series 2003-NC3, Class B-2, downgraded from Baa2 to Ba2
-- Series 2003-NC3, Class B-3, downgraded from Baa3 to B2

Issuer: Morgan Stanley ABS Capital I Inc.

-- Series 2003-NC5, Class B-1, downgraded from Baa1 to Baa3
-- Series 2003-NC5, Class B-2, downgraded from Baa2 to Ba3
-- Series 2003-NC5, Class B-3, downgraded from Baa3 to B3

Review for Downgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc.

-- Series 2002-NC3, Class B-1, current rating Ba3, under review
    for possible downgrade

-- Series 2002-NC3, Class B-2, current rating B1, under review
    for possible downgrade

-- Series 2002-NC5, Class B-1, current rating Ba1, under review
    for possible downgrade

-- Series 2002-NC5, Class B-2, current rating B2, under review
    for possible downgrade

Issuer: Asset Backed Funding Corporation

-- Series 2002-NC1, Class M-1, current rating Aaa, under review
    for possible downgrade

-- Series 2002-NC1, Class M-2, current rating Aa3, under review
    for possible downgrade

-- Series 2002-NC1, Class M-3, current rating Baa1, under review
    for possible downgrade

-- Series 2002-NC1, Class M-4, current rating Baa3, under review
    for possible downgrade

Issuer: Asset Backed Securities Corporation

-- Series 2002-HE1, Class B, current rating Baa3, under review
    for possible downgrade

Issuer: Morgan Stanley ABS Capital I Inc.

-- Series 2003-NC6, Class B-2, current rating Baa2, under review
    for possible downgrade

-- Series 2003-NC6, Class B-3, current rating Baa3, under review
    for possible downgrade

-- Series 2003-NC7, Class B-2, current rating Baa2, under review
    for possible downgrade

-- Series 2003-NC7, Class B-3, current rating Baa3, under review
    for possible downgrade

-- Series 2003-NC10, Class B-3, current rating Baa3, under review
    for possible downgrade


NEWCOMM WIRELESS: Files Disclosure Papers in Puerto Rico Court
--------------------------------------------------------------
Newcomm Wireless Services, Inc., has delivered to the U.S.
Bankruptcy Court for the District of Puerto Rico a Disclosure
Statement explaining its Chapter 11 Plan of Reorganization.

The Debtor's Plan provides for the orderly distribution of the
proceeds from the sale of its assets to PRWireless, Inc., for
US$158,636,874.  Newcomm received proofs of claim totaling US$250
million.  

A fundamental component of the Plan is the Telefonica Settlement
Agreement, which resolves several inter-related complex
litigations.  Each group of claimants will receive distribution
under the plan.

                 Treatment of Claims and Interest

Under the Debtor's plan, US$1.7 million of allowed administrative
and US$1 million of priority claims will be paid in full.  Tax
claims will be satisfied in accordance with Section 507(a)(8) of
the Bankruptcy Code.

Secured claims amounting to US$100,000 will be unimpaired,
meaning, holders will be paid in full.

General unsecured creditors, holding an aggregate US$10 million in
claims, will receive cash in satisfaction of whatever part of
their claims will be deemed "allowed."

The Debtor's equity holders will receive a share on the sale
proceeds up to US$17.5 million in accordance with the terms of the
Telefonica Settlement Agreement.

               Telefonica Settlement Agreement

On May 7, the Debtor reached a compromise with the Telefonica
Group in full settlement of its claims against Newcomm.

As part of the compromise and settlement, pursuant to the terms of
the Plan and subject to the occurrence of the Effective Date:

    i) all claims filed by the Telefonica Group in the
       Chapter 11 case will be voluntarily subordinated to the
       Allowed Claims of the Debtor's other unsecured creditors;

   ii) the unsecured claim filed by ClearComm will be disallowed
       for all purposes;

  iii) the Equity Group Equity Interests will share in
       US$17,500,000 after payment of:

       a) Allowed Secured Claims
       b) Allowed Claims of Holders of Administrative Claims;
       c) Allowed Priority Tax Claims;
       d) Allowed Priority Non-Tax Claims;
       e) Allowed Non-DIP Facility Secured Claims; and
       f) all Allowed General Unsecured Claims (with the
          exception of the claims filed by the Telefonica Group
          and ClearComm); and

   iv) the balance of the Residual Amount -- estimated at   
       US$12,500,000 -- will be distributed to the Holders of
       the Telefonica Group Equity Interests in full
       satisfaction of all Claims voluntarily subordinated as
       well as all Interests held by any member of the
       Telefonica Group.

             Disclosure and Confirmation Hearing

A hearing to consider approval of the Disclosure Statement will be
held Aug. 30 at 9:30 a.m. before the Honorable Enrique S. Lamoutte
in the United States Bankruptcy Court for the District of Puerto
Rico, located in:

          United States Courthouse
          Jose V. Toledo Federal Bldg.
          300 Calle Del Recinto Sur
          San Juan, PR 00901-0901

The Court scheduled a confirmation hearing on Oct. 5, 2007 at 9:30
a.m.

Objections to the Plan, if any, must be addressed to:

a) Debtor's counsel

        Sonnenschein Nath & Rosenthal LLP
        Attn: Mark A. Fink
        1221 Avenue of the Americas,
        New York, New York 10020

            -- and --

        Conde & Assoc.
        Attn: Carmen D. Conde Torres
        254 San Jose Street
        5th Floor
        Old San Juan, Puerto Rico 00901


b) the Official Committee of Unsecured Creditors' counsel

        Foley & Lardner LLP
        Attn: Mark J. Wolfson
        100 North Tampa Street
        Suite 2700
        Tampa, Fla. 33602

            -- and --

        Goldman Antonetti & Cordova, P.S.C.
        Attn: Mildred Caban
        American International Plaza
        14th Floor
        Hato Rey, PR 00918

c) counsel for PRWireless

        Edwards Angell Palmer & Dodge, LLP
        Attn: Stuart M. Brown
        919 North Market Street
        15th Floor
        Wilmington, Delaware 19801

            -- and --

        O'Neill & Borges
        Attn: David P. Freedman
        American International Plaza
        250 Munoz Rivera Avenue
        Suite 800
        San Juan, Puerto Rico 00918-1813

d) Office of the United States Trustee
   

        Edward Godoy
        Ochoa Building
        500 Tanca Street
        Suite 301
        San Juan, Puerto Rico 00901

Based in Guaynabo, Puerto Rico, NewComm Wireless
Services Inc. is a PCS company that provides wireless service to
the Puerto Rico market.  The company is a joint venture between
ClearComm, L.P. and Telefonica Larga Distancia.  The company
filed for chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R.
Case No. 06-04755).  Carmen D. Conde Torres, Esq., at C. Conde &
Assoc. and Peter D. Wolfston, Esq., at Sonnenschein Nath &
Rosenthal LLP represent the Debtor in its restructuring efforts.
Mark J. Wolfson, Esq. at Foley & Lardner LLP and Sergio A.
Ramirez de Arellano, Esq., at Sergio Ramirez de Arrelano Law
Office represent the Official Committee of Unsecured Creditors.
In its schedules, the Debtor disclosed total assets of
US$111,652,190 and total debts of US$190,695,559.


NOLTON CONYERS: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nolton Conyers
        4504 Springfield Avenue
        Philadelphia, PA 19143

Bankruptcy Case No.: 07-14677

Chapter 11 Petition Date: August 13, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: David A. Scholl, Esq.
                  Regional Bankruptcy Center of Southeast
                  Pennsylvania
                  6 St. Albans Avenue
                  Newtown Square, PA 19073
                  Tel: (610) 353-7543

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wells Fargo                    real estate;              $662,000
P.O. Box 10335                 value of security:
Des Moines, IA 50306           $800,000

Washington Mutual              real estate;               $71,998
P.O. Box 3139                  value of security:
Milwaukee, WI 53201-3139       $150,000

Countrywide Home Loans         real estate;               $35,034
7105 Corporate Drive           value of security:
Plano, TX 75024-3632           $55,000

Gelt Financial Corp.           real estate;               $33,000
                               value of security:
                               $110,000

Option One Mortgage Corp.      real estate;               $27,831
                               value of security:
                               $65,000

Select Portfolio Servicing     real estate;               $23,861
                               value of security:
                               $55,000


NORTHROP GRUMMAN: Extends $2 Bil. Debt Maturity Until August 2012
-----------------------------------------------------------------
Northrop Grumman Corporation has extended the maturity of its
$2 billion senior unsecured revolving credit facility from Aug. 5,
2010, to Aug. 10, 2012.

In addition, the credit facility was amended to improve pricing
terms and reduce facility fees in recognition of favorable market
conditions and the company's improved credit rating.  Borrowings
under the credit facility bear interest at various rates,
including the London Interbank Offered Rate, plus an incremental
margin.

Headquartered in Los Angeles, California, Northrop Grumman
Corporation (NYSE: NOC) -- http://www.northropgrumman.com/-- is a  
major defense and information technology company.  Northrop
Grumman Corporation is a $30 billion global defense and technology
company whose 120,000 employees provide innovative systems,
products, and solutions in information and services, electronics,
aerospace and shipbuilding to government and commercial customers
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2007,
Moody's Investors Service placed the debt ratings of Northrop
Grumman Corporation under review for possible upgrade.  Among the
debt ratings under review are the company's Multiple Seniority
Shelf, at (P)Ba1, and the company's Senior Unsecured Regular
Bond/Debenture, at Baa2.


NOVELL INC: Expands Enterprise Management Thru Senforce Purchase
----------------------------------------------------------------
Novell Inc. has expanded its enterprise management services
capabilities through the acquisition of Senforce Technologies.  
With Senforce Technologies, Novell is extending its policy-based
management offerings to include a suite of endpoint security
solutions.

As part of the overall Novell(R) enterprise management strategy,
ZENworks(R) Endpoint Security Management will help customers
protect their IT investment from the increasing threats of data
theft, wireless exploits, software attacks, malware and viruses.
    
"Management and security are rapidly converging as customers
require mobile computing tools in an environment where both
internal and external IT threats are on the rise," Chris
Christensen, analyst at IDC, said.  "Novell's acquisition of
Senforce provides a comprehensive security and management solution
that includes endpoint security capabilities, like personal
firewall, encryption and blacklisting, which can help companies
secure their networks and their data without slowing down their
businesses."
    
This acquisition gives Novell both security expertise and
technology that will allow it to tightly integrate endpoint
security with its configuration management solutions.  Novell
partnered with Senforce Technologies earlier this year to launch
ZENworks Endpoint Security Management, a solution designed to
protect the most vulnerable place on the corporate network, the
user endpoint.
    
ZENworks Endpoint Security Management ensures protection against
potential security breaches, data leaks and threats to the network
by enforcing encryption policies at the desktop, regardless of
whether a user is on or off-line.  As part of the Novell ZENworks
systems management family, ZENworks Endpoint Security Management
provides removable device security, personal firewalls, wireless
security and application control to secure the network and give
organizations mobile computing flexibility without fear of data
loss or attack.
    
“More and more enterprises and government agencies are losing
mission-critical and confidential information through theft and
loss of unsecured corporate and personal devices,” Joe Wagner,
Novell senior vice president and general manager of Systems
and Resource Management, said.  “Combining Senforce's technology
with Novell's existing systems and resource management solutions
creates a new level of control and protection for our customers.
This addition supports Novell's enterprise management strategy,
which is focused on helping customers get the most out of their IT
investments from the desktop to the data center, while reducing
the complexity and risk.”

                   About Senforce Technologies

Headquartered in Draper, Utah, Senforce Technologies --
http://www.senforce.com/-- is an endpoint security management.

                        About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell Inc. (Nasdaq:
NOVL) -- http://www.novell.com/-- delivers infrastructure
software for the Open Enterprise based on Linux.  With more than
50,000 customers in 43 countries, Novell helps customers manage,
simplify, secure and integrate their technology environments by
leveraging best-of-breed, open standards-based software.  Novell
has sales offices in Argentina, Brazil and Colombia.

                          *     *     *

Novell Inc.'s subordinated debt carries Moody's Investors
Service's B1 rating.


NRG ENERGY: Completes $1 Billion Capital Allocation Plan
--------------------------------------------------------
NRG Energy Inc. completed Phase II of the previously announced
$1 billion capital allocation plan.  From the inception of phase
II on Nov. 3, 2006, through Aug. 13, 2007, the company repurchased
about 15.4 million common shares at an aggregate cost of about
$500 million, for a volume weighted average price of $32.40 per
share.

Phase I was completed in the fourth quarter 2006, with the
repurchase of 21,175,400 shares for about $500 million, for a
volume weighted average price of $23.61 per share.

Since NRG's emergence from bankruptcy in December 2003, through
the completion of Phase II, NRG has repurchased about 75.3 million
common shares at an aggregate cost of $1.66 billion, for a volume
weighted average price per share of about $22.09.

"The value of our ongoing commitment to return capital to
shareholders is clearly demonstrated by the repurchase results
since inception," said Robert Flexon, NRG's executive vice
president and chief financial officer.  "Having a balanced
approach in allocating the company's substantial cash flows for
business reinvestment, while also offering immediate shareholder
returns, provides the foundation for sustainable long term
shareholder gains.  The cash flow productivity of our portfolio
allows for this capital allocation philosophy."

The next phase of NRG's Capital Allocation Plan is expected to
commence early 2008.  As previously announced, the Company's total
annual targeted return of capital to shareholders is expected to
be approximately 3% of NRG's current market capitalization.  The
company plans to achieve this through a combination of share
repurchases and/or dividends, depending on market conditions and
other factors.

                      About NRG Energy Inc.

A Fortune 500 company, NRG Energy, Inc. (NYSE: NRG) --
http://www.nrgenergy.com/-- owns and operates a diverse portfolio
of power-generating facilities, primarily in Texas and the
Northeast, South Central and West regions of the U.S.  Its
operations include baseload, intermediate, peaking, and
cogeneration and thermal energy production facilities.  NRG also
has ownership interests in generating facilities in Australia,
Germany and Brazil.

                         *     *     *

As reported in the Troubled Company Reporter on May 7, 2007,
Standard & Poor's Ratings Services raised its rating on NRG Energy
Inc.'s $4.7 billion unsecured bonds to 'B' from 'B-' and assigned
its 'B-' rating to the proposed $1 billion delayed-draw term loan
B at NRG Holdings Inc., a newly created holding company that would
own 100% of NRG's equity.  In addition, Standard & Poor's affirmed
the 'B+' corporate credit rating on NRG and affirmed the 'BB-'
rating on NRG's $3.148 billion term loan B; the 'CCC+' rating on
the company's preferred stock, and the 'B-2' short-term rating.
The outlook on all ratings is stable.


OGLEBAY NORTON: Board Takes No Action on Harbinger's Tender Offer
-----------------------------------------------------------------
The Special Committee of Oglebay Norton Company's board of
directors, has determined to take no position at this time with
respect to the unsolicited tender offer from Trident Acquisition
Co., LLC, a jointly owned subsidiary of Harbinger Capital Partners
Master Fund I, Ltd. and Harbinger Capital Partners Special
Situations Fund, L.P. for all of the outstanding shares of Oglebay
Norton's common stock at $31 per share.

The decision came after consulting with its independent financial
and legal advisors.
    
The Special Committee will continue to review and evaluate
Harbinger's unsolicited tender offer and will advise Oglebay
Norton shareholders of its position regarding the offer, including
its reasons for that position.  The Special Committee recommends
that shareholders defer making any determination with respect to
Harbinger's unsolicited tender offer until reading the Board's
solicitation/recommendation statement.
    
"A Special Committee of Oglebay Norton's board, together with its
team of outside advisors, is conducting a robust strategic
alternatives process to maximize value for all shareholders,”
Michael Lundin, Oglebay Norton president and CEO, said.  “A number
of parties have already expressed interest in the company.  The
Special Committee intends to maintain a level playing field for
all parties, including Harbinger."
    
On July 24, 2007, Oglebay Norton's board formed a Special
Committee of independent directors that is exploring strategic
alternatives to maximize shareholder value, including a possible
sale or merger of the company.  The company noted that there can
be no assurance that the exploration of strategic alternatives
will result in any agreements or transactions.
    
JPMorgan is serving as Oglebay Norton's financial advisor, and
Jones Day as legal counsel.
    
                 About Harbinger Capital Partners

Located in New York City, The Harbinger Capital Partners
investment team manages in excess of $12 billion in capital as of
August 1, 2007 through two complementary strategies.  Harbinger
Capital Partners Master Fund I Ltd. is focused on restructurings,
liquidations, event-driven situations, turnarounds and capital
structure arbitrage, including both long and short positions in
highly leveraged and financially distressed companies.
Harbinger Capital Partners Special Situations Fund L.P. is focused
on medium to long term, control oriented and frequently less
liquid distressed investments, with flexibility to use other
investment strategies and types of securities when opportunities
arise.

                    About Oglebay Norton Company

Based in Cleveland, Ohio, Oglebay Norton Company (OGBY.PK) --
http://www.oglebaynorton.com/-- provides essential minerals and    
aggregates to a broad range of markets, from building materials
and environmental remediation to energy and industrial
applications.

                           *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Standard & Poor's Ratings Services revised its CreditWatch
implications to negative from developing on Oglebay Norton Co.,
which has a 'B' corporate credit rating.


PAUL EISAMAN: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Paul Edward Eisaman, Jr.
        Jennifer Lynn Eisaman
        5621 Albany Court
        Fort Wayne, IN 46835

Bankruptcy Case No.: 07-12260

Type of business: The Debtors own real estate.

Chapter 11 Petition Date: August 13, 2007

Court: Northern District of Indiana (Fort Wayne Division)

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, L.L.P.
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7137

Total Assets: $1,087,962

Total Debts:  $3,307,011

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
H.B.L.S.                       personal guarantee        $643,298
100 North Main Street
Hicksville, OH 43526

                               credit line                $28,779

Hicksville Bank                real estate;              $442,967
144 High Street                value of security:
Hicksville, OH 43526           $83,000

                               personal guarantee        $175,967

Tower Bank & Trust Co.         personal guarantee        $335,888
116 East Berry Street
Fort Wayne, IN 468802

Washington Mutual              real estate;              $243,970
                               value of security:
                               $119,500

First Federal Bank             personal guarantee        $148,484

Citizens Bank                  personal guarantee        $129,770

County Wide Home Loans         real estate;              $120,219
                               value of security:
                               $71,000

Stewart Title Guaranty Co.                                $99,454

Wells Fargo Bank               real estate; value         $58,891
                               of security: $40,000

Sky Bank                       personal guarantee         $57,522

Margen Investments             personal loan              $21,900

Blakely's                      business debt              $21,600


POPE & TALBOT: Posts $42.9 Million Net Loss in Second Quarter
-------------------------------------------------------------
Pope & Talbot Inc. reported a net loss of $42.9 million for the
second quarter ended June 30, 2007, compared with a net loss of
$21.8 million for the same quarter of 2006 and $18.6 million for
the first quarter of 2007.  

Revenues were $236.5 million for the second quarter compared with
$213.6 million for the second quarter of 2006 and $200.5 million
for the first quarter of 2007.  As a result of the company's
adoption of an accounting pronouncement for planned major
maintenance activities issued in the latter part of 2006, the
second quarter 2006 net loss is $7.3 million more than the amount
previously reported.

The company's operating performance significantly declined in the
second quarter of 2007 compared to both the second quarter of 2006
and the first quarter of 2007.  In the second quarter of 2007, the
company's operating loss was $30.3 million and earnings before
interest, taxes, depreciation and amortization (EBITDA) was
negative $17.7 million, as compared with an operating loss of
$10.5 million and negative EBITDA of $200,000 for the same quarter
of 2006.  For the first quarter of 2007, operating loss was
$14.7 million and EBITDA was negative $4.4 million.  

Higher pulp raw material, manufacturing costs and maintenance
costs, combined with the negative impact of a strengthening
Canadian dollar relative to the U.S. dollar offset improved pulp
market prices and increased pulp shipments in the second quarter
of 2007 as compared to the prior periods.  The strengthening
Canadian currency also impacted wood products costs, which were
also higher than the prior periods as a result of increased
shipments.  Lumber prices, while improving from the first quarter
of 2007 levels, continued to reflect depressed lumber market
conditions.

            Forbearance Agreement with Senior Lenders

As reported in the Troubled Company Reporter on Aug. 8, 2007, the
company is in default of its senior secured credit agreement as a
result of its inability to maintain compliance with one financial
covenant calculated as of June 30, 2007.  The company and its
senior lenders entered into a forbearance agreement pursuant to
which its senior lenders have agreed that until Sept. 17, 2007, or
the earlier of another default they will forbear from exercising
any rights or remedies they may have under the credit agreement
arising from the existing default (including their right to
declare all amounts outstanding as immediately due and payable),
and will permit the company to continue to borrow under the
revolving credit facility, on a reduced basis, subject to all
other terms and conditions of the credit agreement.

The covenant required that the company generate EBITDA, as
defined, of at least $30 million for the four-quarter period ended
June 30, 2007; however, the company generated EBITDA of
$4.0 million for this period, including negative EBITDA of
$24.8 million in the second quarter of 2007.  Although the company
may seek further forbearance or other relief from its senior
lenders when the current forbearance expires, it cannot provide
any assurance that such forbearance or other relief will be
provided.  Even if the company is successful in obtaining
additional covenant relief, the company will continue to be
challenged in its ability to maintain adequate levels of liquidity
relative to the size of its operations.  Accordingly, the company
is continuing to explore alternatives to strengthen its balance
sheet and generate cash, including one or more possible asset
sales or other capital infusions, and is analyzing its ability to
restructure its debt and other liabilities, including, if
necessary, through bankruptcy proceedings.  In addition, the
Forbearance Agreement requires the company during the six-week
forbearance period to solicit offers to purchase all or
substantially all of the company's assets or equity interests.  
The company has engaged Rothschild Inc. to assist in all those
efforts.

"The unfavorable movement of the Canadian dollar and a scarcity of
affordable fiber resources have combined to tighten our liquidity
and severely impact earnings," said Harold Stanton, president and
chief executive officer.  "While these factors are largely out of
our control, we cannot maintain the status quo and expect to
withstand this current market environment.  We are actively taking
steps to improve our liquidity.  As previously announced, we are
curtailing one of three production lines at our Nanaimo pulp mill
to reduce operating costs and conserve fiber in light of current
market conditions.  We are managing working capital by reducing
inventories to minimal levels and optimizing cash conversion
between our collections and payables.  We have initiated actions
to reduce non-employee administrative expenses throughout the
company and have implemented a salary and new hire freeze for all
staff and salaried positions.  Additionally, we have closed our
Corporate flight department and have sold the company airplane.  
As we investigate longer-term capital and financing alternatives,
I am hopeful that our current lenders will be supportive of our
efforts and will grant us a prudent timeframe to execute an
appropriate strategy."

SG&A expenses for the second quarter of 2007 totaled $10.2 million
compared with $9.3 million in the same period of 2006 and
$9.5 million in the first quarter of 2007.  SG&A expenses in the
second quarter of 2007 were $900,000 higher than the same period a
year ago, primarily due to an increase of $700,000 in costs
associated with financial consultants, legal and other
professional services, an increase of $300,000 in equity
compensation expense and an increase of $200,000 in sales
commissions, offset by a reduction in costs of $300,000 associated
with a sales tax audit in 2006.  SG&A expenses increased $700,000  
compared with the first quarter of 2007, due to similar factors as
discussed above except offset by a decrease of $500,000 in audit
fees and a decrease of $200,000 associated with uninsured losses
that occurred in the first quarter.

At June 30, 2007, the company's consolidated financial statements
showed $682.0 million in total assets, $601.1 million in total
liabilities, and $80.9 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $259.4 million in total current
assets available to pay $335.7 million in total current
liabilties.

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?2253

                      Capital and Liquidity

At June 30, 2007, total debt was $354.9 million, an increase of
$33.9 million from $321.0 million at Dec. 31, 2006.  Total
stockholders' equity decreased by $39.6 million in the first six
months of 2007 primarily due to a net loss, partially offset by an
increase in accumulated other comprehensive income.  At June 30,
2007, the ratio of long-term debt to total capitalization was 81%,
up from 73% at Dec. 31, 2006.

At June 30, 2007, the company was utilizing $34.1 million of its
revolving facility for cash borrowings and $16.7 million for
letters of credit.  At July 31, 2007, cash borrowing under the
revolving credit facility had increased to $44.4 million primarily
due to payment of approximately $8 million in annual Canadian
property taxes due in July.  Under the Forbearance Agreement with
the company's senior lenders, the revolving facility has been
reduced to $67.0 million, with maximum limits of $50.0 million and
$17.0 million for cash borrowings and letters of credit,
respectively.  As a result of the unwaived default, the company
has classified all outstanding cash borrowings under the revolving
facility and the term loans under its credit agreement as current
liabilities at June 30, 2007.

Cash requirements in the first six months of 2007 included an
increase in net working capital of $6.4 million and $11.4 million
for capital expenditures.  In the second quarter of 2007, Pope &
Talbot's capital expenditures were $6.2 million and depreciation
and amortization totaled $10.4 million.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
KPMG LLP expressed substantial doubt on Pope & Talbot Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.
The auditing firm pointed to the company significant borrowings
and the uncertainty over the company's ability to comply with the
financial covenants in future periods.

                       About Pope & Talbot

Pope & Talbot Inc. (NYSE: POP) -- http://www.poptal.com/ -- is
a pulp and wood products company.  The company is based in
Portland, Oregon.  The company was founded in 1849 and produces
market pulp and softwood lumber at mills in the U.S. and Canada.
Markets for the company's products include the U.S., Europe,
Canada, South America, and the Pacific Rim.


PORT TOWNSEND: Court Confirms Plan of Reorganization
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
under supervision of the Honorable Samuel J. Steiner confirmed
Port Townsend Paper Corporation’s restructuring plan and now has
an effective date of Aug. 27, 2007.  There were no objections
raised and the creditors voted overwhelmingly to approve the plan.

"This action will allow the Company to complete the restructuring
process and move forward," Emmett Bergman, the company's interim
CFO said.

"We want to recognize the hard work of our restructuring team led
by Gayle Bush and Emmett Bergman, Katy Samiljan, the teams from
Akin Gump, Alverez and Marsal, and Jefferies," John Begley,
President and CEO, said.

The plan includes paying creditors claims, liens and contract
cures within 5 business days of the effective date.

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--     
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
more than $100 million.


PRAMILA SRIVASTAVA: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pramila Srivastava
        117 North Washington Drive
        Sarasota, FL 34236

Bankruptcy Case No.: August 13, 2007

Chapter 11 Petition Date: August 13, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: David W. Steen, Esq.
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000

Estimated Assets:     $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Option One Mortgage                                    $1,050,000
1270 Northland Drive
Suite 2005
Saint Paul, MN 55120

Dan Branch                     personal guaranty         $160,000
c/o Jason A. Lessinger, Esq.   on loan
Icard Merrill Cullis
2033 Main Street, Suite 500
Sarasota, FL 34237

M. Jay Lancer                  personal guaranty         $160,000
c/o Scott D. McKay, Esq.
McKay Law Firm, P.A.
2055 Wood Street, Suite 120
Sarasota, FL 34237

MD1, L.L.C.                    lawsuit                   $160,000

Robert Lee                     personal guaranty         $160,000

Flagship Bank                  personal guaranty         $135,000
                               on loan

Horizon Bank                                             $127,000

Progressive Employer           personal guaranty          $50,000
Services                       on loan

Tropicana Federal C.U.         Tundra & Avalon            $15,000

Barbara Ford-Coates Tax        property taxes             $11,000

Citibank                                                  $10,000

Home Depot Credit Services                                 $6,750

Sears                                                      $5,000

Bank of America                                           unknown

Comcast Cablevision                                       unknown

Florida Power & Light                                     unknown


QMG HOLDINGS: S&P Places Corporate Credit Rating at "B"
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and negative outlook to Newton, Massachuseets-based
business-to-business publisher and trade show holding company QMG
Holdings Inc., which is analyzed on a consolidated basis with
operating subsidiary Questex Media Group Inc.
     
At the same time, S&P assigned a bank loan rating of 'B', at the
same level as the corporate credit rating on QMG, and a recovery
rating of '3' to the company's $180 million first-lien credit
facilities.  The recovery rating indicates S&P's expectation of
meaningful (50%-70%) recovery in the event of a payment default.  
The first-lien credit facilities consist of a $30 million
revolving credit facility due 2012, a $105.6 million term loan B
due 2014, and a $44.4 million delayed-draw credit facility.
     
S&P also assigned a bank loan rating of 'CCC+', two notches below
the corporate credit rating, and a recovery rating of '6' to the
company's $55 million second-lien term loan due 2014.  The
recovery rating of '6' indicates S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default.  The
company's debt structure also includes an unrated $30 million
14.5% pay-in-kind loan.
      
Questex Media used proceeds from the transaction to refinance its
capital structure, to fund acquisitions, and to pay a one-time $26
million special dividend to shareholders.  The company intends to
use its $44.4 million delayed-draw facility to acquire Oxford
Publishing Inc. and pay down a small draw on the revolving credit
facility.  Pro forma for the transaction, total debt outstanding
was $238.3 million as of June 30, 2007.
     
"The ratings on Questex Media reflect the company's aggressive
financial policy, high debt leverage, small cash flow base, and
significant cash flow concentration in a few publications and
trade shows," said Standard & Poor's credit analyst Tulip Lim.  
"Also, the company has a limited operating history as a
consolidated entity, mature growth prospects in its magazines,
expectation of cyclical operating performance, and exposure to
cyclical and volatile industry sectors."
     
These factors are only modestly offset by Questex Media's good
competitive position in its niche markets; good near-term revenue
visibility; and low tax, working capital, and capital expenditure
requirements.
     
Questex Media was created in May 2005 with the acquisition of
select assets from Advanstar Inc. Questex Media's operations
include 27 trade magazines, 45 expositions, several business-to-
business Web sites, and a relatively small information services
operation.


QUESTEX MEDIA: Moody's Places Corporate Family Rating at B3
-----------------------------------------------------------
Moody's Investors Service assigned a B3 first-time Corporate
Family rating to Questex Media Group, Inc.

The B3 CFR reflects Questex's high leverage (estimated by Moody's
at around 8 times debt to EBITDA at the end of 2007); the
acquisitiveness of its management team; its shareholder focus
(evidenced by a $26 million dividend paid in May 2007); its
vulnerability to B-2-B advertising spending; and the competition
faced by many of its product offerings.  Ratings are supported by
the long-standing reputation enjoyed by a number of Questex's
niche trade shows and publications; the diversification of its
customer base; its low capital spending needs and the attractive
margins of its portfolio of properties, especially those of its
trade shows.

Details of the assigned ratings are:

-- $30 million senior secured first lien revolving credit
    facility -- B1, LGD3, 32%

-- $150 million senior secured first lien term loan -- B1, LGD3,
    32%

-- $55 million senior secured second lien term loan -- Caa2,
    LGD5, 82%

-- Corporate Family rating -- B3

-- Probability of Default rating -- B3

The rating outlook is stable.

Moody's does not rate $30 million of senior notes issued by
Questex's parent.

The stable rating outlook reflects the defensibility of some of
Questex's niche publications and conferences, the value and
severability ascribed to its portfolio of properties and Moody's
expectation that free cash flow generation will provide an
opportunity for moderate leverage reduction, absent further
acquisitions.

Headquartered in Newton, Massachusetts, Questex Media Group, Inc.
is a global, diversified business-to-business integrated media
provider.  Pro-forma for completed acquisitions, the company
recorded sales of $122 million during 2006.


QWEST COMM: Appoints Edward A. Mueller as Chairman and CEO
----------------------------------------------------------
Qwest Communications International Inc. and its board of directors
named Edward A. Mueller, a telecommunications veteran, chairman
and chief executive officer, succeeding Richard C. Notebaert,
who disclosed in June that he would be retiring.

Mr. Mueller, 60, has more than 34 years of telecommunications
industry experience.  He served as president and chief executive
officer of Ameritech from 2000 to 2002; president of SBC
International Operations from 1999 to 2000; and president and
chief executive officer of Pacific Bell from 1997 to 1999.

He joined SBC in 1968 and held other executive level positions in
the company, including president and chief executive officer of
Southwestern Bell Telephone.  Mr. Mueller left Ameritech and, in
2003, was elected CEO of Williams-Sonoma, after being named to its
board in 1999.  Williams-Sonoma owns and operates home-centered
retail chains, including Williams-Sonoma and Pottery Barn.

“Ed is a proven leader with a broad background of communications
and retail experience,” Mr. Notebaert said.  “We are most
fortunate to have him join Qwest at a time when his proven
leadership skills are well suited to meet the challenges of a
highly competitive industry in a rapidly changing consumer and
business marketplace, whose retirement is effective Aug. 15.  “Ed
was my top recommendation to the board, and I am confident he will
build on Qwest's strong foundation and continue to drive the
Spirit of Service to our customers across the country.”

“I have enormous respect for Dick Notebaert and for what he has
accomplished during his highly successful tenure as CEO,”
Mr. Mueller said.  “Qwest has made great strides in upgrading and
solidifying its infrastructure, and has built an impressive
reputation for putting the customer first.  When you combine the
company's improved financial position and impressive set of
assets, there's a great opportunity for continued growth.  I'm
eager to get started and begin delivering on the promises we have
made to our customers, our employees and all our stakeholders.”

“We conducted a global search for our new CEO, examining both
internal and external candidates,” Frank P. Popoff, lead director
on the Qwest board and former chairman and CEO of Dow Chemical
Company, said.  “Ed Mueller's unique combination of telecom and
consumer marketing experience, and his demonstrated leadership
talent, made him the unanimous choice of our directors.  Dick
Notebaert did an outstanding job in returning the company to
profitability and significantly improved its customer service.  He
leaves the company in excellent condition.  The board believes
that Ed has just the right mix of skills and expertise to drive
growth and profitability.”

A native of St. Louis, Mr. Mueller holds a bachelor's degree in
Civil Engineering from the University of Missouri and an executive
M.B.A. degree from Washington University.  In addition to his
telecom and Williams-Sonoma experience, he serves as a member of
the board of directors at VeriSign Inc., The Clorox Company and
GSC Acquisition Company.  Mr. Mueller and his family will relocate
to the Denver area.

                   About Qwest Communications

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- provides voice, data, and
video services for businesses, government agencies and consumers
-- locally and throughout the United States.

                          *     *     *

As of March 31, 2007, the company had total stockholders' deficit
of $1.5 million, from total assets of $20.7 million and total
liabilities of $22.2 million.


RF MICRO: Inks Merger Agreement with Sirenza Microdevices
---------------------------------------------------------
RF Micro Devices Inc. and Sirenza Microdevices have signed a
definitive merger agreement.  

The combination will:
    
   -- accelerate RFMD's penetration of multiple high-growth
      markets;
    
   -- increase RFMD's total addressable market by approximately
      67% to more than $20 billion;
    
   -- enable RFMD to extend its deep high-performance IC design
      and integration expertise into Sirenza's multi-market end
      markets;
    
   -- diversify RFMD's global customer base;
    
   -- strengthen RFMD's management team; and
   
   -- enhance RFMD's margin profile.
    
Under the terms of the merger agreement unanimously approved by
the boards of directors of the two companies, each outstanding
share of Sirenza's common stock will be exchanged for a
combination of 1.7848 shares of RFMD common stock and $5.56 in
cash.  Outstanding options to purchase Sirenza stock will be
assumed by RFMD and converted into options to purchase RFMD stock.

Based on RFMD's closing stock price on Aug. 10, 2007, the last
trading day prior to the transaction, the consideration is valued
at $16.64 per share, which represents a 17% premium over Sirenza's
closing stock price on such date, and an offer value of
approximately $900 million comprised of $300 million in cash with
the balance in stock.

The transaction is intended to allow all or a portion of the
consideration receivable in RFMD stock to be tax-free to Sirenza
stockholders.  Upon completion of the transaction, current RFMD
and Sirenza stockholders will own approximately 67% and 33%, of
the combined company on a fully diluted basis.
    
The transaction is expected to be completed in RFMD's third fiscal
quarter, ending Dec. 29, 2007, and is subject to approval by the
stockholders of both companies well as regulatory approval.  RFMD
expects the transaction to be accretive to non-GAAP EPS within six
months of closing, with modest synergies assumed.
    
The management teams of RFMD and Sirenza will be combined to
address the expanded opportunities created by the merger. Bob Van
Buskirk, president and CEO of Sirenza, will relocate to North
Carolina and will lead RFMD's new Multi-Market Products Group. Bob
Bruggeworth, president and CEO of RFMD, will continue as president
and CEO of the combined company.

The post-closing board of directors of the combined company is
expected to consist of nine members from RFMD and two members from
Sirenza.
    
“This strategic acquisition brings together two companies with
leadership positions and considerable expertise in RF systems and
solutions,” Bob Bruggeworth, president and CEO of RFMD, said.  “It
creates the world's largest, most diversified and best-positioned
RF Company, with a broad set of customers and a diversified
product portfolio of high performance components and systems-
level solutions.”  

“The transaction will allow RFMD to capitalize on the RF
integration and systems-level design expertise we continue to
pioneer in the cellular world and apply those capabilities across
Sirenza's broad footprint in multiple high-growth RF markets,
including broadband/CATV, wireless infrastructure, WiMAX and
aerospace and defense,” Mr. Bruggeworth added.  

“Similarly, the transaction will allow Sirenza to expand its
revenue stream beyond component-level solutions and drive supply
chain and procurement efficiencies, as a result of RFMD's
leadership in high-volume semiconductor manufacturing,”
Mr. Bruggeworth continued.  “Our two businesses are highly
complementary in terms of customers, markets, products and
manufacturing expertise, and our combination will create an RF
market leader with breadth, scale and capabilities that are
unrivalled.”
    
"We are very pleased to be announcing this transaction, which we
believe clearly serves not only best interests of the shareholders
of Sirenza, but also the interests of the shareholders of RFMD  
well as the customers and employees of both companies," Bob Van
Buskirk, president and CEO of Sirenza, said.  “We have great
potential to accelerate revenue growth and expand margins by
leveraging the technology base, supply chain and leadership
position RFMD has achieved.”

“There is a tremendous opportunity to apply the highly integrated,
systems-level design expertise demanded by RFMD's cellular handset
customers to the markets that Sirenza currently serves,”
Mr. Buskirk added.  “RFMD and Sirenza serve customers representing
a combined total addressable market of greater than $20 billion,
and our very complementary companies can deliver more highly
integrated solutions that will enhance the quality, efficiency and
performance of our customers' end-products.”

Merrill Lynch & Co. acted as exclusive financial advisor to RFMD,
and Banc of America Securities LLC acted as exclusive financial
advisor to Sirenza.
   
                   About Sirenza Microdevices
    
Based in Broomfield, Colorado, Sirenza Microdevices (Nasdaq: SMDI)
-- http://www.sirenza.com/and at http://www.premierdevices.com/
-- is a supplier of radio frequency components.  The company has
operations in China, Germany and the U.S., Sirenza and its
subsidiary Premier Devices design and develop RF components
for the commercial communications, consumer, and aerospace,
defense and homeland security equipment markets.  Sirenza's
integrated circuit, multi- chip module and passive product lines
include amplifiers, power amplifiers, cable TV amplifiers,
circulators, isolators, mixers, splitters, transformers, couplers,
modulators, demodulators, transceivers, tuners, discrete devices,
signal source components, government and military specified
components, and receiver ICs for satellite radio.

                     About RF Micro Devices

Headquartered in Greensboro, North Carolina, RF Micro Devices
Inc. (Nasdaq: RFMD) -- http://www.rfmd.com/-- designs and
manufactures radio systems and solutions for mobile communication
applications.

                         *     *     *

Standard and Poor's rated B+ RF Micro Devices' long term foreign
and local issuer credit on October 2003.


RONALD L. SORRILL: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ronald L. Sorrill
        dba Sorrill Rentals
        695 East 2100th Place
        Liberty, IL 62347

Bankruptcy Case No.: 07-71657

Chapter 11 Petition Date: August 11, 2007

Court: Central District of Illinois (Springfield)

Debtor's Counsel: E. Mont Robertson, Esq.
                  510 Maine Street, Suite 800
                  Quincy, IL 62301
                  Tel: (217) 223-6363

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Corn Belt Bank and Trust       23 parcels              $2,988,089
Company                        consisting of farm
643 West Washington            land, single and
Pittsfield, IL 62363           multi-family
                               residences and
                               commercial rental
                               property; value of
                               security:
                               $2,492,900

                               co-signers on           $1,191,675
                               mortgage loan of
                               B&R Property
                               Management, Inc.

First National Bank of Barry   4 single family,          $285,000
P.O. Box 156                   duplex and
Barry, IL 62312                building lots;
                               value of security:
                               $200,500

American General Finance       junior mortgage            $43,749
                               on real estate
                               property

Sallie Mae                     student loans              $33,000

Adams County Collector         2006 real estate           $32,025
                               taxes

Brown County Collector         2006 real estate           $27,855
                               taxes

American Airlines Federal      husband's vehicle;         $14,000
                               value of security:
                               $11,600

                               unsecured loan              $7,800

Bank of America                credit card                $14,489
                               purchases

VISA                           credit card                 $3,800
                               purchases

                               tenant security             $2,210
                               deposits as shown
                               on rent roll

Chase VISA                     credit card                 $6,300
                               purchases

Robert Roman Electric          electrical work             $6,000

Discover                       credit card                 $5,500
                               purchases

Savemore Carpets               purchase of                 $5,300
                               floor coverings

Tom Geise Plumbing             plumbing work               $4,994

Miller Construction            building demolition         $4,000

Capital One                    credit card                 $2,300
                               purchases


SALTON INC: Amends Senior Credit; Extends Termination to Dec. 2008
------------------------------------------------------------------
Salton Inc. entered into an amendment to its senior credit
facility.  The amendment provides the company with additional
borrowing capacity, extends the termination date of the facility
to Dec. 31, 2008, and, subject to certain conditions, extends the
date on which the company must repay the outstanding over-advances
under the facility to Nov. 10, 2007.

William Lutz, Salton's chief executive officer and chief financial
officer, said "We are very pleased to have secured this amendment
to our senior credit facility along with receiving the continued
support from our senior lenders.  The additional proceeds from
this facility will be used to ensure that we meet our obligations
to our vendor partners so that we can deliver on our commitments
to our customers in the coming months.  While our primary focus is
on ensuring the supply of products to our customers, management
and our board of directors continue to actively explore and
evaluate a number of strategic alternatives."

Headquartered in Lake Forest, Illinois, Salton Inc. (NYSE:SFP) --
http://www.saltoninc.com/-- designs, markets and distributes   
branded, high-quality small appliances, home decor and personal
care products.  Its product mix includes a range of small kitchen
and home appliances, electronics for the home, time products,
lighting products, picture frames and personal care and wellness
products.

                         *     *     *

Moody's Investors Service assigned its Ca rating to Salton Inc.'s
12-1/4% senior subordinated notes due April 15, 2008.


STEAKHOUSE PARTNERS: Posts $2 Mil. Net Loss in Qtr. Ended June 26
-----------------------------------------------------------------
Steakhouse Partners Inc. reported a net loss of $2.0 million for
the thirteen weeks ended June 26, 2007, compared with a net loss
of $317,000 for the same period ended June 27, 2006.

Revenues, net, for the thirteen-week period ended June 26, 2007,
decreased to $11.7 million from $12.7 million for the thirteen-
week period ended June 27, 2006.  This decline was the result of a
decrease in same-store sales of 5.7% in 2007 versus the same
thirteen-week period in 2006.  The decrease in same store sales is
attributable to a decrease of 9.2% in the 16 west coast units
versus a 2.3% same store sales increase in the 9 mid-west units
versus the same thirteen-week period in 2006.  

The increase in net loss for the thirteen-week period ended
June 26, 2007, was principally the result of soft revenue for the
period compounded with higher discounts, additional expenses
associated with the Forbearance Agreement and reduction-in-force.

General and administrative expenses increased to $1.4 million for
the thirteen-week period ended June 26, 2007, from $1.0 million
for the thirteen-week period ended June 26, 2006.

Interest expense increased to $678,000 for the thirteen-week
period ended June 26, 2007, from $308,000 for the comparable
period in 2006.  The principal reasons for this increase in
expense was the additional interest expense associated with the
Forbearance Agreement executed on June 12, 2007.

At June 26, 2007, the company's consolidated balance sheet showed
$28.6 million in total assets, $25.2 million in total liabilities,
and $3.4 million in total stockholders' equity.

The company's consolidated balance sheet at June 26, 2007, also
showed strained liquidity with $1.6 million in total current
assets available to pay $15.5 million in total current
liabilities.

Full-text copies of the company's consolidated financials
statements for the quarter ended June 26, 2007, are available for
free at http://researcharchives.com/t/s?226f

                       Going Concern Doubt

Mayer Hoffman McCann PC, in San Diego, Calif., expressed
substantial doubt about Steakhouse Partners Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
been unable to earn a profit during any year, and that the company
also maintained a current ratio of 0.15:1 and 0.21:1 for Dec. 31,
2006 and 2005, respectively.  Additionally, the company had a
working capital deficit of approximately $11.9 million and
$9.7 million in 2006 and 2005, respectively.

In addition, on June 12, 2007, the company entered into a
Forbearance Agreement with the Class 4 Creditor Trust, which was
established pursuant to the company's Plan of Reorganization, in
response to the company's default under its obligations to these
creditors.  Under the Agreement, the company is required to sell
assets or secure financing to repay the Class 4 Creditors Trust in
full by Nov. 15, 2007 (with interest, penalties and additional
professional fees the total amount required to satisfy this
obligation will be approximately $5.6 million).  

The company is also required to either make certain minimum
payments or enter into contracts for the sale of assets equal to:
(1) $2 million by June 30, 2007; (2) another $1 million by
Aug. 31, 2007; (3) another $1 million by Sept. 30, 2007 and (4)
finally, another $1 million by Oct. 31, 2007.  If the company is
unable to generate profits and unable to obtain additional
financing for its working capital requirements, it may have to
curtail its business sharply or cease business altogether.

                    About Steakhouse Partners

Headquartered in San Diego, Calif., Steakhouse Partners Inc. (OTC
BB: STKP.OB) -- http://www.paragonsteak.com/ -- through its  
wholly owned subsidiary Paragon Steakhouse Restaurants Inc., owns
and operates 23 restaurants in 8 states.  Steakhouse operates
principally under the names of Hungry Hunter, Hunters Steakhouse,
Mountain Jack's, and Carver's.

Steakhouse Partners filed for Chapter 11 protection on
Feb. 15, 2002 (Bankr. C.D. Calif. (Riverside Div.) Case No.
02-12648).  The company emerged from bankruptcy on Dec. 31, 2003,
pursuant to a Plan of reorganization.


SUMMERWIND AT THE BLUFFS: Files Amended Disclosure Statement
------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California will convene a hearing on Sept. 14, 2007, at 9:00 a.m.,
to consider the adequacy of Summerwind at the Bluffs LLC's Fourth
Amended Disclosure Statement explaining their Chapter 11 Plan of
Reorganization.

                          Plan Funding

Under the Plan, the Debtor will obtain $15,000,000 new loan from
Integrated Financial Associates, secured by a first priority deed
of trust on the Debtor's real property.  The proceeds of the new
loan will be deposited in an account, which will be distributed to
the Debtor's creditors.

Additionally, the Debtor said that the proceeds of the loan will
be used to:

    i. establish an interest reserve to pay:

       a. orgination and brokerage fees of $600,000; and

       b. insurance and closing costs of $30,000;

   ii. provide funding for the completion of legal entitlements
       for the development of the Debtor's real property; and  

  iii. provide sufficient funds to pay $525,000 fee to IFA, in
       case the Debtor elects to extend the term of the new loan.

The new loan will bear interest at 13.5% and will due a year after  
the date of funding.

                       Treatment of Claims

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

All Secured Claims against the Debtor will also be paid in full
from the proceeds of the new loan.

Holders of Priority Unsecured Claims are entitled to receive cash
equal to the allowed amount of the claim on the effective date.

General Unsecured Claims, totaling $822,417, will be paid in
full.

Debtor's failure to comply with the terms for the payment of
secured and unsecured claim will constitute cause to convert the
Debtor's Chapter 11 cases to Chapter 7 liquidation proceeding.

Ehline Carpinteria and Creative Energy Corporation, equity
interests holders of the Debtor, will retain their interest,
under the Plan

A full-text copy of Summerwind at the Bluffs' Fourth Amended
Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=070814214309

Headquartered in La Quinta, Calif., Summerwind at the Bluffs LLC
filed a Chapter 11 Petition on November 22, 2006 (Bankr. C.D.
Calif. Case No. 06-13504).  Todd C. Ringstad, Esq. and Nanette D
Sanders, Esq., at Ringstad & Sanders LLP represent the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  As reported in the
Troubled Company Reporter on April 3, 2007, the Debtor listed
total assets of $31,660,277 and total debts of $18,968,309.


SUPERCONDUCTOR TECH: Posts $2 Mil. Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Superconductor Technologies Inc. reported on Aug. 2, 2007, its
results for the quarter and six months ended June 30, 2007.

Net loss for the second quarter was $2.0 million, compared to a
net loss of $2.9 million in the first quarter of 2007 and
$22.7 million in the second quarter of 2006, which included a non-
cash goodwill impairment charge of $20.1 million.  

Total net revenues for the second quarter were $4.7 million,
compared to $4.2 million in the first quarter of 2007 and
$5.0 million in the year ago second quarter.  Net commercial
product revenues for the second quarter of 2007 were $3.7 million,
compared to $3.5 million in the first quarter of 2007 and
$3.9 million in the second quarter of 2006.  Government and other
contract revenue totaled $1.0 million during the 2007 second
quarter, compared to $649,000 in first quarter of 2007 and
$1.1 million during the year ago period.

Jeff Quiram, STI's president and chief executive officer, said,
"We are pleased to add three new customers, each contributing 10%
or more of our revenues in the second quarter as they moved beyond
the technical evaluation stage to commercial deployment.  Our
government business grew sequentially in the second quarter, and
we expect government revenue to continue to increase in the future
as we deliver on the initial $4.7 million Air Force contract we
signed in April.  Finally, as we face the challenges of growing
our revenues, by continuing to effectively manage our current
assets and operating expenses we have succeeded in further
reducing our quarterly breakeven level to approximately
$8.3 million."

For the six-month period ending June 30, 2007, the net loss  was
$4.9 million, compared to $25.9 million for the prior year's first
half including the non-cash goodwill impairment charge of
$20.1 million.  Total net revenues were $8.9 million, compared to
$9.9 million for the first half of 2006.  Net commercial product
revenues for the first half of 2007 were $7.2 million, compared to
$8.4 million in the year ago period.  The company recorded
$1.7 million in government and other contract revenues for the
first half of 2007, compared to $1.4 million for the first half
2006.

As of June 30, 2007, STI had $6.5 million in working capital,
including $2.9 million in cash and cash equivalents.  As of June
30, 2007, STI had a commercial product backlog of $143,000
compared to $63,000 at the end of the first quarter of 2007 and
$800,000 at the end of the year-ago quarter.

At June 30, 2007, the company's consolidated balance sheet showed
$16.8 million in total assets, $3.6 million in total liabilities,
and $13.2 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?226d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Superconductor Technologies Inc.'s ability
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 substantial net losses and accumulated
deficit of $190.8 million as of Dec. 31, 2006.

                About Superconductor Technologies

Based in Santa Barbara, California, SuperConductor Technologies
Inc. (NasdaqCM: SCON) -- http://www.suptech.com/-- provides  
advanced wireless solutions, innovative adaptive filtering, and
cryogenics products for commercial and government applications.  
STI's SuperLink(R) solution increases capacity utilization, lowers
dropped and blocked calls, extends coverage, and enables faster
wireless data rates.  Its AmpLink(TM) solution enhances the
performance of wireless base stations by improving receiver
sensitivity and geographic coverage.


TABS 2006-6: Moody's Puts $22.5 Mil. Class C Notes Rating on Watch
------------------------------------------------------------------
Moody's Investors Service placed watch for possible downgrade
these classes of notes issued by TABS 2006-6, Ltd.

-- Class Description: $140,000,000 Class A2 Senior Secured
    Floating Rate Notes Due 2047

    Prior Rating: Aa2

    Current Rating: Aa2, on watch for possible downgrade

-- Class Description: $60,000,000 Class A3 Secured Deferrable
    Interest Floating Rate Notes Due 2047

    Prior Rating: A2

    Current Rating: A2, on watch for possible downgrade

-- Class Description: $30,000,000 Class B1 Mezzanine Secured
    Deferrable Interest Floating Rate Notes Due 2047

    Prior Rating: Baa1

    Current Rating: Baa1, on watch for possible downgrade

-- Class Description: $40,000,000 Class B2 Mezzanine Secured
    Deferrable Interest Floating Rate Notes Due 2047

    Prior Rating: Baa2

    Current Rating: Baa2, on watch for possible downgrade

-- Class Description: $22,500,000 Class B3 Mezzanine Secured
    Deferrable Interest Floating Rate Notes Due 2047

    Prior Rating: Baa3

    Current Rating: Baa3, on watch for possible downgrade

-- Class Description: $22,500,000 Class C Mezzanine Secured
    Deferrable Interest Floating Rate Notes Due 2047

    Prior Rating: Ba2

    Current Rating: Ba2, on watch for possible downgrade

According to Moody's, its rating action is the result of the
deterioration in the credit quality of the underlying collateral
pool which is largely backed by RMBS.


TARGA RESOURCES: $450MM Loan Cues S&P to Affirm "B" Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on midstream energy company Targa Resources Inc.
following the company's announcement of the new $450 million bank
loan at holding company Targa Resources Investments Inc.
     
At the same time, S&P affirmed its 'B+' rating and '2' recovery
rating, reflecting the expectation of substantial (70% to 90%)
recovery in the event of payment default, on Targa's existing
$1.25 billion senior secured term loan ($1.234 billion was
outstanding March 31, 2007), $300 million senior secured synthetic
LOC facility, and $250 million senior secured revolving credit
facility.  S&P also affirmed our 'CCC+' rating on Targa's $250
million senior unsecured notes due 2013.
     
In addition, S&P withdrew its previously assigned ratings on
Targa's proposed $2.475 billion secured financing.  The outlook is
stable.
     
The rating actions follow the company's decision not to pursue its
previously announced $2.475 billion refinancing launched on July
19, 2007.  Instead, the company left its existing debt in place
and pursued a $450 million loan at holding company Targa Resources
Investments.  Proceeds from the $450 million debt will be used to
fund a distribution to equity owners Warburg Pincus, Merrill
Lynch, and management.
      
"The ratings affirmations reflect the leveraging effect of the
holding company debt on the Targa corporate family and Standard &
Poor's consolidated rating methodology," said Standard & Poor's
credit analyst Plana Lee.
     
The 'CCC+' rating on the unsecured debt, which is two notches
below the corporate credit rating, reflects the structural
subordination of unsecured versus secured lenders in a default
scenario.  For speculative-grade issuers, if the ratio of priority
debt to assets exceeds 30%, the rating on the unsecured issue is
lowered two notches from the corporate credit rating.  For an
updated recovery analysis on the company's existing senior secured
bank loans, see the recovery report to be published.


TARRANT COUNTY: Moody's Holds "Ca" Rating on Series 2001A Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed the underlying Ca rating on
Tarrant County Housing Finance Corporation's Multifamily Housing
Revenue Bonds Senior Series 2001A.  The senior series bonds
continue to be MBIA insured and carry a Aaa insured rating. At
this time Moody's also affirms the C rating on the Subordinate
Series 2001C bonds.  The outlook on all tranches of debt has been
changed to stable from negative.

                        Legal Security

Special obligation of the issuer.  Bonds are secured by rental
revenue and any funds pledged to bondholders under the trust
indenture.

                      Recent Developments

Moody's has discussed the current physical and financial health of
the property with MBIA.  MBIA has taken certain protective
advances, such as funding some needed capital improvements, in an
effort to bolster occupancy and general financial stability at the
property.  The owner has secured new property management, Pacific
West Corp, towards the same goal.  MBIA will continue to offer
protective advances in support of this project and is committed to
a longer-term work-out for Crossroads.

                          Outlook

The outlook on the bonds is stable as the new property management,
the property owner, and MBIA work together to improve occupancy
levels at Crossroads.  Considering MBIA's current commitment to
the project and the resulting expectation of full recovery for
senior bondholders in case of the property's sale, Moody's
believes that the financial position of the project is stable in
the near term.


THOMPSON & WALTERS: Files Amended Disclosure Statement in Oregon
----------------------------------------------------------------
Thompson & Walters Nursery LLC filed with the U.S. Bankruptcy
Court for the District of Oregon a Second Amended Disclosure
Statement explaining their Second Joint Amended Chapter 11 Plan
of Liquidation.

The Debtor said that it is a party to certain loan agreements
with Union Bank, which the Debtor borrowed $10 million in
principal amount, secured by all of the Debtor's assets.  The
Debtor paid $5,500,000 to the bank on account of its secured
claim on Dec. 21, 2006.  As of April 30, 2007, the bank asserts
a $3,408,165 remaining amount owed by the Debtor.

The Debtor has settled and paid several Statutory Lien Secured
Claims totaling $524,425.

The Debtor states that it has preference and other avoidance claim
that would bring additional funds for distrbution to creditors.  
Currently, the Debtor is investigating for possible fraudulent
transfer actions against former owners of the Debtor.

As of July 1, 2007, the Debtor has $3,155,768 in cash.

                      Treatment of Claims

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

On the effective date, Priority, Booker Tans Brokerage LLC
Secured and Statutory Lien Secured Claims will be entitled to
receive cash in an amount sufficient to render the claim.

The Debtor tells the Court that the remaining Statutory Lien
claims approximately $424,779 were improperly filed and, hence,
do not have priority over Union Bank's secured claim.  The bank
commenced an adversary proceeding against the Statuory Lien
holders, which is pending before the Court at present.

The Debtor disclosed that Booker has not filed any unsecured
claim as of the filing of the Disclosure Statement.  

Union Bank's secured claim will also be paid in full.  
Nothwithstanding the foregoing, the disbursing agent with the
Debtor's Official Committee of Unsecured Creditors' consent
will make partial distribution to the bank.

Holders of General Unsecured Claims, totaling $16,339,393 in
aggregate, will receive a pro rata share.  In the Debtor's
Plan, it states that the Unsecured Claims may not receive
any distribution.

All Interests Claims against the Debtor will not entitled to
receive any distributions under the Plan.

Headquartered in Cornelius, Oregon, Thompson & Walters Nursery
LLC wholesales and retails nursery stock.  The Company filed
for chapter 11 protection on Oct. 5, 2006 (Bankr. D. Or. Case
No. 06-33096).  Jeanette L. Thomas, Esq., at Perkins Cole LLP
represents the Debtor.  Jeffrey C. Misley, Esq. at Sussman
Shank LLP represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets of 24,538,461 and debts of
$27,187,244.


TURNER MEDIA: Wants Until September 19 to File Schedules
--------------------------------------------------------
Turner Media Group Inc, nka The Media Group, and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Colorado to extend, until Sept. 19, 2007, their deadline to file
schedules of assets and debts and statement of financial affairs.

The Debtors contend that the extension is necessary citing the
size and complexity of their organization, the tremendous volume
of materials that must be assembled and compiled. the multiple
locations of these information, and the limited staff available to
review these information.

Headquartered in Denver, Colorado, Turner Media Group, Inc., nka
The Media Group -- http://www.themediagroup.com/-- provides   
interactive T.V. advertising, direct response programming and
transactional TV.  The company and its two affiliates, Turner
Advertising Group, LLC, and The Networks Group LLC, filed for
chapter 11 protection on Aug. 5, 2007 (Bankr. D. Colo. Case Nos.
07-18546 through 07-18548).  Peter W. Ito, Esq., at Baker &
Hostetler LLP, represents the Debtors.  When the Debtors filed for
protection from the creditors, they listed estimated assets and
debts between $1 million and $100 million.


VALENCE TECH: June 30 Balance Sheet Upside-Down by $67.9 Million
----------------------------------------------------------------
Valence Technology, Inc. reported on Aug. 8, 2007, its financial
results for the fiscal first quarter ended June 30, 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$19.6 million in total assets, $78.9 million in total liabilities,
and $8.6 million in redeemable convertible preferred stock,
resulting in a $67.9 million total stockholders' deficit.

The company reported a net loss available to common shareholders
of $4.4 million, compared to a net loss of $5.7 million for the
first quarter of fiscal 2007.

For the first quarter of fiscal 2008, the company reported total
revenue of $4.1 million, up 28 percent from $3.2 million for the
first quarter of fiscal 2007.  Gross margin improved to $525,000
compared with $22,000 last year.  Excluding a $414,000 favorable
inventory reserve adjustment, gross margin improved to $111,000
compared with $22,000 last year.

"I am pleased to report improved financial results in virtually
all areas of our business," said Robert L. Kanode, president and
chief executive officer of Valence Technology.  "Our team
continues to work diligently to increase revenue, improve gross
margin and reduce operating costs to reach our ultimate goal of
profitability."

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?226c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 21, 2007,
PMB Helin Donovan LLP, in Austin, Tex., expressed substantial
doubt about Valence Technology, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended March 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations,
negative cash flows from operations and net stockholders' capital
deficit.  

The company has incurred operating losses each year since its
inception in 1989 and had an accumulated deficit of $521 million
as of June 30, 2007.

                     About Valence Technology

Headquartered in Austin, Texas, Valence Technology, Inc.
(Nasdaq: VLNC) -- http://www.valence.com/-- develops and markets   
Lithium Phosphate Rechargeable Batteries.  The company has
facilities in Austin, Texas; Las Vegas, Nevada; Mallusk, Northern
Ireland and Suzhou, China.


VERTICAL ABS: Moody's Puts $22 Mil. Class C Notes Rating on Watch
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Vertical
ABS CDO 2007-1, Ltd. on watch for possible downgrade:

-- The $157,000,000 Class A2 Senior Secured Floating Rate Notes
    Due 2047

    Prior Rating: Aa2

    Current Rating: Aa2, on watch for possible downgrade

-- The $57,000,000 Class A3 Secured Deferrable Interest Floating
    Rate Notes Due 2047

    Prior Rating: A2

    Current Rating: A2, on watch for possible downgrade

-- The $70,000,000 Class B1 Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2047

    Prior Rating: Baa2

    Current Rating: Baa2, on watch for possible downgrade

-- The $32,000,000 Class B2 Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2047

    Prior Rating: Baa3

    Current Rating: Baa3, on watch for possible downgrade

-- The $22,000,000 Class C Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2047

    Prior Rating: Ba2

    Current Rating: Ba2, on watch for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of RMBS
Securities and CDOs.


WAVE SYSTEMS: Posts $4.8 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Wave Systems Corp. reported on Aug. 8, 2007, its results for the
second quarter of 2007.

For the second quarter of 20007, the company reported a net loss
of $4.8 million, compared to a net loss of $4.5 million for the
second quarter of 2006.

Principally reflecting an increase in license revenues in the
second quarter of 2007 versus last year, Wave's second quarter of
2007 net revenues rose to $1.4 million, compared to the second
quarter of 2006 net revenues of $910,000.  The improvement in
license revenues, which was principally due to increased royalties
from shipments of Wave software by Wave's leading OEM partner,
more than offset over $200,000 in services revenues recorded from
a government contract in the year-ago quarter.  Gross profit for
the second quarter of 2007 rose to $1.2 million compared to
$555,000 in Q2 2006.

As of June 30, 2007, Wave had cash and equivalents of
$12.5 million and no long-term debt.

Steven Sprague, Wave's president and chief executive officer,
commented, "Wave continued to achieve revenue growth in the second
quarter principally as a result of contributions from the bundling
of our EMBASSY(R) Trust Suite (ETS) software with shipments of our
OEM partners.

"Importantly, in late July our leading PC OEM commenced shipments
of our ETS with EMBASSY Trusted Drive Manager security software
bundled with certain notebook PCs configured with Seagate's
Momentus 5400 (Full Disc Encryption) FDE.2 hard drives.  
Supporting FDE drive shipments represents an important new market
opportunity for Wave.  Enterprise sales of Wave's FDE software
bundle have already closed so far in the third quarter of 2007.  
In the third quarter we have also achieved the first sales of our
EMBASSY Remote Administration Server (ERAS), which provides
enterprises with central management and auditing of their data
protection solutions.  We believe the ERAS server is an important
component that can be used to demonstrate that the data on a lost
or stolen laptop was securely encrypted.

"With more than four million copies of our bundled software
delivered to customers this last quarter, Wave continued to be one
of the leading suppliers of the infrastructure and tools to manage
and deploy Trusted Platform Module (TPM) security chips.  Wave is
continuing to invest in our products and services that enable the
enterprise to take advantage of the embedded security they are
buying with PCs that ship with TPMs.  We believe strong
authentication, strong data protection and network access control
represent the important applications that allow enterprises to
leverage the capabilities of the TPM.  In each application we have
teamed with major partners to pursue the opportunity to deliver
very attractive, cost effective and easy-to-deploy solutions.

"In the last quarter, we achieved significant progress in the data
protection and Network Access Control markets and continued the
evolution of our solutions.  We believe the steady growth in
trusted computing features and functionality, the growing global
installed base of PCs with TPM chips and growing industry
awareness and appreciation of the value trusted computing can
provide, could all serve to support our effort to initialize
enterprise sales in the coming quarters."

At June 30, 2007, the company's consolidated balance sheet showed
$14.4 million in total assets, $3.2 million in total liabilities,
and $11.2 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?226e

                       Going Concern Doubt

KPMG, in Boston, expressed substantial doubt about Wave Systems
Corp.'s ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations and accumulated
deficit.

                       About Wave Systems

Wave Systems Corp. (NasdaqGM: WAVX) -- http://www.wave.com/ --   
develops, produces and markets computing applications and services
with advanced products, infrastructure and solutions across
multiple trusted platforms from a variety of vendors.  Wave holds
a portfolio of significant fundamental patents in security and e-
commerce applications and employs some of the world's leading
security systems architects and engineers.


* Hunton & Williams Names Michael Silva as Partner in Miami
-----------------------------------------------------------
Hunton & Williams LLP reported that Michael A. Silva, a
distinguished international and private wealth tax lawyer, joined
the firm as partner in the Miami office.  Mr. Silva, who is also a
certified public accountant, has 13 years of experience in tax law
and more than 10 years of experience in international tax and
private wealth tax planning.

"[Mr. Silva] is a talented attorney and brings with him a
commitment to clients and to the community," said Marty Steinberg,
managing partner of the Miami office of Hunton & Williams.  "With
his addition, we continue to build our tax, private wealth and
international law practice."

At Hunton & Williams, Mr. Silva will lead and run the private
wealth tax and estate planning practice for the firm's high net
worth clients, and work on building the Tax & ERISA and commercial
practice groups in South Florida.

Mr. Silva's legal practice includes advising domestic clients on
U.S. income, estate and gift tax issues and offshore planning
matters and foreign clients on U.S. income, estate, gift and pre-
immigration tax issues, with a focus on tax planning related to
real property investments, cross-border transactions and banking
activities.

In addition to his law practice, Mr. Silva has been an adjunct
professor of law at the University of Miami Law School Graduate
Tax program since 2004 and is the author of several Florida Bar
Continued Legal Education Materials.

Silva, who is fluent in Portuguese, earned his Juris Doctor and
Masters in Accounting from the University of Florida College of
Law & Business School.  He earned his bachelor degree from the
University of Florida Fisher School of Accounting.  Mr. Silva is
board certified by the Florida Bar in Tax Law and International
Law and is licensed to practice before the United States Tax
Court.

In the community, Mr. Silva has served on the finance and
administration committee of the United Way since 2002 and provided
pro bono legal counsel for the Miami Lighthouse for the Blind
since 1996.

In addition to making the dean's list in his pursuit of his
degrees, he was also the captain of the UF soccer team, served on
the UF student council and earned the Deloitte & Touche Internship
Award during his pursuit of his bachelor's degree. He currently
resides in Key Biscayne, Florida.

Mr. Silva joins another tax partner resident in the Miami office
of Hunton & Williams, Cary Tolley, who has practiced federal
income tax law at the firm for over 30 years and recently
relocated to the Miami office of the firm after 20 years
practicing in, and managing, the firm's New York Office.  Mr.
Tolley currently practices from both the New York and Miami
offices of the firm.

                     About Hunton & Williams

Hunton & Williams LLP -- http://www.hunton.com/-- provides legal  
services to corporations, financial institutions, governments and
individuals, as well as to a broad array of other entities.  Since
our establishment more than a century ago, Hunton & Williams has
grown to more than 975 attorneys serving clients in 100 countries
from 19 offices around the world.  While our practice has a strong
industry focus on energy, financial services and life sciences,
the depth and breadth of our experience extends to more than
60 separate practice areas, including bankruptcy and creditors
rights, commercial litigation, corporate transactions and
securities law, intellectual property, international and
government relations, regulatory law, products liability, and
privacy and information management.


* U.S. Trustee Program Wants to Hike Fees by 30%
------------------------------------------------
The U.S. Trustee Program of the Department of Justice has
submitted a proposal that seeks to increase quarterly fees by 30%
assessed to debtors under chapter 11 of the Bankruptcy Code.

The office contends that quarterly fees haven't increased since
1996 and that the recent proposal in approximately equal to the
inflation rate since 1996.  The proposed fee increase, which the
DOJ office hopes to take effect by Jan. 1, 2008, is expected to
get a $46,427,055 revenue of which 50% will be collected in the
first year of implementation.

The USTP also proposes changes in the Disbursement Ranges which
showed that big businesses' quarterly fees could increase to as
much as 200%.

                                           Proposed
  Disbursement Ranges             Fee        Fees      Increase
  ------------------              ---        ----      --------
  $0 - $14,999                   $250        $325         30%
  $15,000 - $75,999              $500        $650         30%
  $75,000 - $149,999             $750        $975         30%
  $150,000 - $224,999          $1,250      $1,625         30%
  $225,000 - $299,999          $1,500      $1,950         30%
  $300,000 - $999,999          $3,750      $4,875         30%
  $1 million - $1,999,999      $5,000      $6,500         30%
  $2 million - $2,999,999      $7,500      $9,750         30%
  $3 million - $4,999,999      $8,000     $10,400         30%
  $5 million - $14,999,999*   $10,000**   $15,000         50%
  $15 million - $29,999,999*  $10,000**   $20,000        100%
  $30 million or more*        $10,000**   $30,000        200%

  * Proposed New Disbursement Ranges.  Under the current scheme,
    the maximum range is $5 million or more

  ** Equivalent under current scheme.


* Vinson & Elkins Adds Six Lawyers in Houston and New York Offices
------------------------------------------------------------------
International law firm Vinson & Elkins LLP is significantly
expanding its insolvency and reorganization law practice in New
York and Houston as six of the nation's most prominent bankruptcy
lawyers with more than 180 years collective experience are joining
the firm.

V&E is proud to announce that Denis Cronin, Jane Vris, and Dov
Kleiner of Cronin & Vris are joining V&E's New York office as
partners effective August 20.  J. Ronald Trost and Larry Cherkis,
also of Cronin & Vris, are joining V&E as Counsel in New York.  
Mr. Cronin, Ms. Vris, Mr. Kleiner and Mr. Cherkis were formerly
with Wachtell, Lipton, Rosen & Katz.  Mr. Trost is a past chair of
the National Bankruptcy Conference and one of the primary
architects of the current U.S. Bankruptcy Code.

In addition, Vinson & Elkins is pleased to announce that Harry
Perrin, co-head of the energy-focused investment bank Petrie
Parkman's Restructuring Business and a former bankruptcy partner
at the law firm Weil Gotshal & Manges, is joining the firm's
Houston office as a partner.

The six lawyers have handled some of the largest, most complex
bankruptcies and reorganizations in history.  Their clients
include creditors, debtors, potential purchasers of assets from
distressed companies, and equity investors in companies emerging
from Chapter 11.

"We are delighted that Denis, Jane, Dov, Ron and Larry have
decided to join us in New York," says Vinson & Elkins Managing
Partner Joe Dilg.  "They share our vision for growth and expansion
for V&E in New York. V&E lawyers have worked with them for many
years and know them to be not only lawyers of the highest stature,
but also individuals with great integrity.  They are precisely the
type of lawyers we want to attract as we recommence building our
practice in New York.

"Harry Perrin is widely viewed in Texas and New York as one of the
leading legal advisors on bankruptcy, insolvency, and creditors'
rights," adds Mr. Dilg. “His investment banking and legal
expertise will be a tremendous addition to our IR practice."

Dan Stewart, head of V&E's national Insolvency and Restructuring
practice, says the 30 lawyers in the firm's IR group make it one
of the largest and most experienced in the nation.  "As we
continue to build our New York office, we are thrilled to add the
outstanding lawyers at C&V," says Mr. Stewart, who offices in
Dallas and New York.  "Denis, Jane and Ron are renowned as three
of the best restructuring attorneys in the country, and all of the
C&V lawyers possess client and managerial skills and experience
that will assist greatly in V&E's effort to build our flagship New
York office.

"Harry Perrin is one of the most recognized restructuring
professionals in the nation," says Mr. Stewart.  "Harry's client
skills and boardroom experience in energy and other industries
will enable V&E to deliver high quality legal services to our
clients."

The new lawyers joining V&E include:

Denis Cronin, 59, a graduate of Fordham University School of Law,
will be co-chair of V&E's Insolvency and Reorganization Practice
Group. He also will be active in the firm's management and
leadership decision-making, especially as it applies to expanding
the firm's New York office.  Mr. Cronin has been named by Best
Lawyers in America for more than 20 consecutive years.  He was a
partner at Wachtell, Lipton from 1978 to 1993, and managing
partner of the New York law firm for six of those years.

Jane Vris, 51, is a 1983 graduate of New York University Law
School, where she was Managing Editor of the Law Review.  She was
a founding partner of Cronin & Vris, a bankruptcy boutique law
firm she and Mr. Cronin started in 1997.  Prior to that, Ms. Vris
was at Wachtell, Lipton where she was a partner in the creditors
rights group.  She is a member of the National Bankruptcy
Conference and has been a long-time contributing editor to Collier
on Bankruptcy, the leading treatise on bankruptcy in the United
States.

Harry Perrin, 54, a 1980 graduate of the University of Houston
School of Law, co-headed Petrie Parkman's Restructuring Business
from 2001 to 2006, when it was purchased by Merrill Lynch.  Prior
to that, he was a partner for 10 years in the business finance and
restructuring group at Weil Gotshal.

Dov Kleiner, 40, received his MBA and law degree from Columbia
University in 1994. He was a lawyer at Wachtell, Lipton from 1994
until 2001, when he joined Cronin & Vris, where he was a partner.
Most recently, Mr. Kleiner, Ms. Vris and Mr. Trost represented
Entergy Corp. in connection with the Chapter 11 case of its
subsidiary, Entergy New Orleans, in the aftermath of Hurricane
Katrina.

J. Ronald Trost, 74, who received his law degree at the University
of Texas, is considered one of the fathers of the modern U.S.
Bankruptcy Code, having been one of its chief architects and
proponents in 1978.  He has served as chairman of the National
Bankruptcy Conference from 1996 until 2004.  He was a partner at
Sidley Austin, where he served as managing partner of the firm's
Los Angeles office and chair of its Corporate Reorganization and
Bankruptcy Group.

Laurence Cherkis, 64, who graduated from New York University
School of Law, chaired the Real Estate Law Practice at Wachtell,
Lipton for many years and recently has been Of Counsel at Cronin &
Vris.

"Cronin & Vris has been approached by numerous first-tier law
firms over the years, but we never came close to having serious
discussions with any firm until Vinson & Elkins approached us,"
says Mr. Cronin.  "We have worked with their partners on matters
for more than 25 years and know the firm very well.  Most
important, it is the character of the firm and lawyers that made
them stand above the others.

"Vinson & Elkins is committed to making its New York office a
flagship office second to none in the country," says Mr. Cronin.
"As new partners in the New York office, we will focus on
achieving that objective as soon as possible."

Adds Ms. Vris, "V&E also has great depth in the areas we felt we
needed to complement our restructuring work.  Restructuring has
increasingly involved leverage through litigation and a strong,
well-rounded litigation capability has become critical in our
area.  Corporate and tax are also always essential to
restructuring. V&E has all of these and more."

                       About Vinson & Elkins

Vinson & Elkins' insolvency and reorganization team of 30 lawyers
is one of the largest and most experienced in the country.  The
firm's lawyers are engaged in matters on behalf of debtors, lender
groups, ad hoc creditor committees, official creditor committees,
secured and unsecured creditors, and trustees.  V&E has
experienced practitioners adept at all phases of the insolvency
and restructuring process, including pre-bankruptcy filing or
post-bankruptcy filing.

Vinson & Elkins was established in 1917 and is one of the world's
largest international law firms.  The firm has more than 700
lawyers practicing in Austin, Beijing, Dallas, Dubai, Houston,
Hong Kong, London, Moscow, New York, Shanghai, Tokyo and
Washington D.C. Vinson & Elkins offers a wide range of legal
services.  Clients include public and private companies, financial
institutions, municipalities, governments of sovereign nations,
entrepreneurs, families and individuals.  V&E is a primary sponsor
of the American Bar Association's Silver Gavel Awards, which
recognizes and promotes legal journalism.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Aug. 16, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Colorado Chapter Annual Brew Pub & Pool Social
        Wynkoop Brewing Company, Denver, Colorado
           Contact: 303-847-5026 or http://www.turnaround.org/

Aug. 16, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Young Professionals Networking Event
        TBA, Philadelphia, Pennsylvania
           Contact: 215-657-5551 or http://www.turnaround.org/

Aug. 17, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Fishing Trip
        Point Pleasant, New Jersey
           Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 23-26, 2007
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Drake Hotel, Chicago, Illinois
           Contact: http://www.nabt.com/

Aug. 24, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Fishing Trip
        Point Pleasant, New Jersey
           Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Healthcare Panel
        Centre Club, Tampa, Florida
           Contact: http://www.turnaround.org/

Aug. 29-30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     3rd Annual Northeast Regional Conference
        Gideon Putnam Resort and Spa, Saratoga Springs,
           New York
              Contact: http://www.turnaround.org/

Sept. 6, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Sept. 6-7, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Complex Financial Restructuring Program
        Four Seasons, Las Vegas, Nevada
           Contact: http://www.turnaround.org/

Sept. 6-8, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     15th Annual Southwest Bankruptcy Conference
        Four Seasons, Las Vegas, Nevada
              Contact: http://www.abiworld.org/

Sept. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Networking at the Yards
        Oriole Park at Camden Yards, Baltimore, Maryland
           Contact: 215-657-5551 or http://www.turnaround.org/

Sept. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Body of Knowledge - CTP Review Class
        Chicago, Illinois
           Contact: http://www.turnaround.org/

Sept. 18, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     14th Annual Connecticut Children's Medical Center
        Fundraiser Golf Outing
           Woodbridge Country Club, Woodbridge, Connecticut
              Contact: 203-265-2048 or http://www.turnaround.org/

Sept. 19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Buying and Selling Troubled Companies
        Marriott North, Fort Lauderdale, Florida
           Contact: http://www.turnaround.org/

Sept. 20, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Lean Transformation at Current and Other Case Studies
        Denver Athletic Club, Denver, Colorado
           Contact: http://www.turnaround.org/

Sept. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Retail Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

Sept. 26, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Joint Educational & Networking Reception
        TBD, New Jersey
           Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 26-27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Florida Annual Golf Tournament
        Tampa, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        TBA, Arizona
           Contact: http://www.turnaround.org/

Sept. 27-30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     8th Annual Cross Border Business
        Restructuring & Turnaround Conference
           Contact: http://www.turnaround.org/

Oct. 2, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Bridgewater, New Jersey
           Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 4, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Oct. 5, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center
           Washington, District of Columbia

Oct. 9-10, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
     CONFEDERATION
        IWIRC Annual Fall Conference
           Orlando, Florida
              Contact: http://www.iwirc.org/

Oct. 10-13, 2007
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     81st Annual National Conference of Bankruptcy Judges
        Contact: http://www.ncbj.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Winn Dixie Bankruptcy
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 12, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Presentation by George F. Will: The Political Argument Today
        Orlando, Florida
           Contact: http://www.ardent-services.com/

Oct. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     ABI Educational Program at NCBJ
        Orlando World Marriott, Orlando, Florida
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Copley Place
           Boston, Massachussets
              Contact: 312-578-6900; http://www.turnaround.org/

Oct. 23, 2007
  BEARD AUDIO CONFERENCES
     Partnerships in Bankruptcy
        Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Capital Markets Case Study
        Seattle, Washington
           Contact: http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Oct. 26, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Hotel Adlon Kempinski, Berlin, Germany
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        Centre Club, Tampa, Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Crisis Communications With Employees, Vendors and Media
        Centre Club, Tampa, Florida
           Contact: http://www.turnaround.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Hackensack, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        Marriott, Troy, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Mixer
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Aloha Airlines Story
        Bankers Club, Miami, Florida
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Australia 4th Annual Conference and Gala Dinner
         Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Dinner
        TBA, South Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Portland Holiday Party
        University Club, Portland, Oregon
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 22, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Mixer
        TBA, Vancouver, British Columbia
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Real Estate Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

Nov. 29, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Holiday Gala
        Yale Club, New York, New York
           Contact: http://www.iwirc.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        TBD, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Dec. 6, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Seattle Holiday Party
        Athletic Club, Seattle, Washington
           Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Westin Mission Hills Resort, Rancho Mirage, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     South Florida Dinner
        TBA, South Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Mar. 25-29, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Ritz Carlton Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Apr. 3-6, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     26th Annual Spring Meeting
        The Renaissance, Washington, District of Columbia
           Contact: http://www.abiworld.org/

Apr. 25-27, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Spring Seminar
        Eldorado Hotel & Spa, Santa Fe, New Mexico
           Contact: http://www.nabt.com/

May 1-2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Debt Symposium
        Hilton Garden Inn, Champagne/Urbana, Illinois
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     24th Annual Bankruptcy & Restructuring Conference
        J.W. Marriott Spa and Resort, Las Vegas, Nevada
           Contact: http://www.airacira.org/

June 12-14, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     15th Annual Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: http://www.abiworld.org/

July 10-13, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     16th Annual Northeast Bankruptcy Conference
        Ocean Edge Resort
           Brewster, Massachussets
              Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     4th Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 16-19, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Southeast Bankruptcy Workshop
        Ritz-Carlton, Amelia Island, Florida
           Contact: http://www.abiworld.org/

Aug. 20-24, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Captain Cook, Anchorage, Alaska
           Contact: http://www.nabt.com/

Sept. 24-27, 2008
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     National Conference of Bankruptcy Judges
        Scottsdale, Arizona
           Contact: http://www.ncbj.org/

Oct. 28-31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott New Orleans, Louisiana
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     20th Annual Winter Leadership Conference
        Westin La Paloma Resort & Spa
           Tucson, Arizona
              Contact: http://www.abiworld.org/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
  2006 BACPA Library  
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com;
              http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
  BAPCPA One Year On: Lessons Learned and Outlook
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Calpine's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changes to Cross-Border Insolvencies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changing Roles & Responsibilities of Creditors' Committees
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Clash of the Titans -- Bankruptcy vs. IP Rights
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Coming Changes in Small Business Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Dana's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Deepening Insolvency – Widening Controversy: Current Risks,
     Latest Decisions
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Diagnosing Problems in Troubled Companies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Claims Trading
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Market Opportunities
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Real Estate under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Employee Benefits and Executive Compensation under the New
     Code
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Equitable Subordination and Recharacterization
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Fundamentals of Corporate Bankruptcy and Restructuring
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Handling Complex Chapter 11
     Restructuring Issues  
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Healthcare Bankruptcy Reforms
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  High-Yield Opportunities in Distressed Investing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Homestead Exemptions under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Hospitals in Crisis: The Insolvency Crisis Plaguing
     Hospitals Across the U.S.
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  IP Rights In Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  KERPs and Bonuses under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Partnerships in Bankruptcy: Unwinding The Deal
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Privacy Rights, Protections & Pitfalls in Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Real Estate Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Reverse Mergers—the New IPO?
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Second Lien Financings and Intercreditor Agreements
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Surviving the Digital Deluge: Best Practices in E-Discovery
     and Records Management for Bankruptcy Practitioners
        and Litigators
           Audio Conference Recording
              Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Technology as a Competitive Advantage For Today's Legal
Processes
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Twenty-Day Claims  
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Validating Distressed Security Portfolios: Year-End Price
     Validation and Risk Assessment
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  When Tenants File -- A Landlord's BAPCPA Survival Guide
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***