TCR_Public/070808.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 8, 2007, Vol. 11, No. 186

                             Headlines

ACCREDITED HOME: Posts $205.6 Mil. Net Loss in Year Ended Dec. 31
ADVANCED MEDICAL: Bid Retraction Cues S&P's Negative CreditWatch
ALLEGHENY TECH: Improved Performance Cues S&P to Lift Rating
AMERICAN GENERAL: Moody's May Lift Rating on $9 Mil. Class C Notes
AMERICAN HOME: Case Summary & 39 Largest Unsecured Creditors

AMERICAN HOME: Wilmington Trust Denies Unsecured Creditor Status
AMERICAN HOME: Mulls Sale of Loan and Loan Servicing Businesses
AMERIQUEST MORTGAGE: Fitch Junks Ratings on Seven Cert. Classes
ARROW DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
ATLAS PIPELINE: Posts $20.8 Million Net Loss in 2nd Qtr. 2007

AZAD ZOLNOORIAN: Voluntary Chapter 11 Case Summary
BENNETT ENVIRONMENTAL: Posts CDN$1.9 Mil. Net Loss in Second Qtr.
BETTY HOWARD: Case Summary & 12 Largest Unsecured Creditors
BI-STATE CONTRACTING: Case Summary & 18 Largest Unsec. Creditors
BLOCKBUSTER INC: Poor Performance Cues S&P to Lower Ratings to B-

BRISTOL CDO: Fitch Junks Rating on $30 Million Class B Notes
CDC/IXIS CORP: Fitch Downgrades Ratings on 14 Cert. Classes
CHARLES RIVER: Fitch Cuts Rating on $4.8MM Class C Notes to B
CHASE FUNDING: Weak Performance Cues Moody's to Downgrade Ratings
CHARTERHOUSE BOISE: Bankruptcy Filing Averts Property Auction

CHRYSLER LLC: Board Names Bob Nardelli as Chairman and CEO
CHRYSLER LLC: S&P Assigns BB- Rating on $5 Bil. Term Loan Tranche
CITICORP MORTGAGE: S&P Affirms Ratings on 31 Certificate Classes
CMP SUSQUEHANNA: Moody's Lowers Corporate Family Rating to B2
CMS ENERGY: Reduced Business Risk Cues Fitch's Positive Watch

CNC: Fitch Affirms BB Rating on $7.8 Million Class C Certificates
COFFEYVILLE RESOURCES: Moody's Junks Corporate Family Rating
CONSECO, INC: AM Best Downgrades Issuer Credit Rating
COVANTA HOLDING: To Redeem 8-1/2% and 7-3/8% Senior Secured Notes
CREDIT AND REPACKAGED: Moody's Cuts Rating on $20MM Tranche Notes

DAIMLERCHRYSLER AG: Completes Chrysler Group's Interest Transfer
DANKA BUSINESS: June 30 Balance Sheet Upside-Down by $327.1 Mil.
DARRYL PACE: Case Summary & 19 Largest Unsecured Creditors
DAWN CDO: Moody's Reviews Ba2 Rating on $28.7 Mil. Class B Notes
DELPHI CORP: Attains Tentative Accord with IUE-CWA and GM

EAGLE BROADBAND: Dave Micek Steps Down as Chief Executive Officer
ELIAS HAIDAR: Voluntary Chapter 11 Case Summary
ELLIOTT VERNON: Voluntary Chapter 11 Case Summary
EMEKA OKOYE: Case Summary & 11 Largest Unsecured Creditors
EXTENDICARE REIT: Posts Equity Deficit of CDN$8 Mil. at June 30

FREDERICK THAYER: Case Summary & 15 Largest Unsecured Creditors
FREMONT HOME: Fitch Lowers Ratings on 24 Classes of Certificates
GLOBAL HOME: Court Extends Removal Period Until January 15, 2008
HANOVER COMPRESSOR: Prices Tender Offers and Consent Solicitations
HARRY WEAVER: Voluntary Chapter 11 Case Summary

HEALTH CARE: Completes $1.15 Bil. Unsec. Revolving Credit Facility
HEALTH MANAGEMENT: Fitch Affirms BB- Issuer Default Rating
HEXCEL CORP: Completes $62.5 Million Asset Sale to JPS Industries
INVERNESS MEDICAL: Inks All Stock Buyout Deal with Hemosense Inc.
JAMES CLINTON: Case Summary & Two Largest Unsecured Creditors

JASON CAFFEY: Voluntary Chapter 11 Case Summary
JEAN COUTU: Posts $6.9 Million Net Loss in Fourth Quarter 2007
K&F INDUSTRIES: Meggitt-USA Deal Cues Moody's to Withdraw Ratings
KESSLER HOSPITAL: Disclosure Statement Hearing Moved to August 20
KLEENERZ INC: Case Summary & 20 Largest Unsecured Creditors

LEINER HEALTH: Completed Credit Amendment Cues S&P to Hold Ratings
MCMORAN EXPLORATION: Completes $1.08 Billion Buyout of Gulf Assets
MORGAN STANLEY: S&P Assigns Low-B Ratings on Six Cert. Classes
MOVIE GALLERY: Inks Amendment to Forbearance Agreement
MUSICLAND HOLDING: Plan Confirmation Hearing Adjourned to Aug. 9

NEW YORK RACING: Court Shortens Plan Filing Deadline to Nov. 15
NEW YORK RACING: Hearing on Getnick's Retention Set for Aug. 21
NEWFIELD EXPLORATION: Completes $1.1 Billion Sale of Gulf Assets
OAK HILL: S&P Lifts Ratings on Class D-1 and D-2 Notes to BB+
PAC-WEST TELECOMM: Court Sets Sept. 5 Disclosure Statement Hearing

PAUL DIGRIGOLI: Case Summary & 16 Largest Unsecured Creditors
POLYMER GROUP: S&P Retains Negative CreditWatch on B- Rating
POPE & TALBOT: Inks Forbearance Agreement with Lenders
PUGET SOUND: Board Affirms Dividends on Common and Preferred Stock
REUBEN ODUM: Case Summary & Eight Largest Unsecured Creditors

ROCK-TENN CO: Raises Limit on Stock Cash Repurchases to $100 Mil.
SACO I TRUST: Moody's Junks Rating on 2006-8 Class B Certificates
SMTC CORP: Inks Five-Year Loan Refinancing Deal with Two Lenders
SOUTH CAROLINA: Moody's Withdraws "Ca" Bond Rating
ST. JOSEPH: Moody's Downgrades Bond Rating to Ba2 from Baa3

STATER BROS: Commences $285MM Exchange Offer of 7-3/4% Sr. Notes
STOLLE MACHINERY: Moody's Affirms B2 Corporate Family Rating
SYLVEST FARMS: Court Approves Reed Smith as Attorneys
TSG INC: Disclosure Statement Hearing Rescheduled to Sept. 9
U.S. ENERGY: Silver Point Wants to Buy Biogas for $9 Million Cash

UNIFI INC: Posts $72.3 Million Net Loss in Year Ended June 24
WACHOVIA BANK: Fitch Holds Low-B Ratings on Six Cert. Classes
WINDSOR QUALITY: Moody's Reviews Ba3 Corporate Family Rating
WORD OF DELIVERANCE: Case Summary & 4 Largest Unsecured Creditors
ZAIS INVESTMENT: Moody's Rates $5 Million Class D Notes at Ba1

* Omnitech Consultant Provides Default Status Report

* Upcoming Meetings, Conferences and Seminars

                             *********

ACCREDITED HOME: Posts $205.6 Mil. Net Loss in Year Ended Dec. 31
-----------------------------------------------------------------
Accredited Home Lenders Holding Co. filed its consolidated
financial statements for the for the fiscal year ended Dec. 31,
2006 on Aug. 2, 2007.

Accredited Home reported a net loss of $205.6 million for the year
ended Dec. 31, 2006, compared with net income of $155.4 million
for the year ended Dec. 31, 2005.

Net interest income declined by $14.0 million from $300.1 million
in 2005 to $286.1 million in 2006, as the company was unable to
pass on the full amount of the increase in LIBOR rates on the
company's warehouse and securitization debt to uts borrowers due
to intense competitive market pressures.

Other key key financial measures for the year were as follows:

  -- Mortgage loan origination volume decreased 4.9% from
     $16.6 billion in 2005 to $15.8 billion in 2006, and the
     company's serviced mortgage loans increased 13.7% from
     $9.7 billion at Dec. 31, 2005 to $11.0 billion at Dec. 31,
     2006.

  -- Goodwill impairment of $142.4 million relating to all the
     goodwill initially established in conjunction with the Aames
     acquisition was recorded in the quarter ended Dec. 31, 2006.

  -- The company established a valuation allowance of
     $112.1 million against the total accumulated net deferred tax
     asset.

  -- Gain on sale premiums on mortgage loans sold declined
     $73.5 million, from 2.89% in 2005 to 1.92% in 2006, due to
     declining investor demand for non-prime loans amid increasing
     fears of credit losses in this segment of the mortgage
     market.

  -- The provision for market valuation losses on loans held for
     sale increased $58.9 million, driven by increasing
     delinquencies within that segment of the company's portfolio
     (which reduced gain on sale premiums).

  -- The provision for losses on repurchases and premium recapture
     increased $42.7 million, resulting from a higher frequency of
     early payment defaults on loans sold to investors (which
     reduced gain on sale premiums).

  -- Operating expenses increased $67.5 million, (not including
     the goodwill impairment) primarily due to additional expenses
     from the Aames operation added in the fourth quarter of 2006.
     These additional Aames related expenses had a significant
     impact on profitability.

  -- The provision for income taxes was $125.6 million as the
     company could not record a tax benefit resulting from the
     operating loss due to limitations on net operating loss
     carryforwards.

  -- Net cost to originate, a key measure of efficiency in   
     originating mortgage loans, declined slightly from 1.63% in
     2005 to 1.59% in 2006.

At Dec. 31, 2006, the company's consolidated balance sheet showed
$11.35 billion in total assets, $10.69 billion in total
liabilities, $97.9 million in minority interest in subsidiary, and
$556.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?2225

                     Merger with "Lone Star"

On June 4, 2007 Accredited and affiliates of Lone Star Fund V
(U.S.) L.P. ("Lone Star"), entered into a definitive merger
agreement pursuant to which Lone Star has agreed to acquire all of
the common stock of Accredited in an all-cash transaction.

Under the terms of the agreement, Lone Star has agreed to acquire
each outstanding share of Accredited common stock at a price of
$15.10 per share, for a total consideration of approximately
$400 million.  The acquisition is structured as an all-cash tender
offer for all outstanding shares of Accredited common stock to be
followed by a merger in which each remaining untendered share of
Accredited will be converted into the same $15.10 cash per share
price paid in the tender offer. T he outstanding 9.75% Series A
Preferred Shares, par value $1.00 per share ("the Series A
Preferred"), of Accredited Mortgage Loan REIT Trust is anticipated
to remain outstanding.

The acquisition is subject to the satisfaction of customary
conditions, including the tender of a majority of the outstanding
Accredited shares and the receipt of certain required regulatory
approvals.  The tender offer was commenced on June 19, 2007.  Due
to the need to obtain certain regulatory approvals before the
offer can be completed, the expiration date of the offer has been
extended twice, and the offer is currently scheduled to expire on
Aug. 14, 2007.  Lone Star is not required to extend the offer
beyond Dec. 31, 2007, or under certain circumstances, beyond
March 31, 2008.  The transaction is not subject to a financing
contingency and is expected to close in the third quarter of 2007.

                  Auditor's Report on Company's
               Financial and Operational Viability

Squar, Milner, Peterson, Miranda & Williamson LLP, reported that
turmoil and volatility in the non-prime mortgage sector in which
the company operates have put substantial pressure on the
company's liquidity.   The auditing firm expressed concern that if
the merger with an affiliate of Lone Star Fund V(U.S.) L.P. is not
consummated or market conditions deteriorate further, the
company's financial and operational viability is uncertain.  This
is because subsequent to Dec. 31, 2006, in response to challenging
industry conditions and to preserve liquidity, the company sold
substantially all of its mortgage loans held for sale totaling
approximately $2.7 billion, borrowed $230 million under a five
year term note facility, restructured or terminated credit
facilities, terminated its asset backed commercial paper program,
acquired new warehouse credit facilities and long-term debt
financing and reduced personnel.   

              About Accredited Home Lenders Holding Co.

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.


ADVANCED MEDICAL: Bid Retraction Cues S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch listing
for the ratings on Advanced Medical Optics Inc. to CreditWatch
with negative implications from CreditWatch with developing
implications.
      
"The action reflects the company's August 2 retraction of its bid
to acquire Bausch & Lomb for $4.3 billion, citing unrealistic
hurdles set by B&L," explained Standard & Poor's credit analyst
Cheryl Richer.
     
Thus, there is no longer the upside potential for the rating on
AMO that might have been achieved through an increase in scale and
product diversity.  While AMO will not incur debt of about $2.6
billion (excluding the assumption of $830 million of B&L debt) to
finance the acquisition, it has already been extremely acquisitive
over the past several years; debt increased by
$700 million in the second quarter of 2007 due to the acquisition
of IntraLase Corp.  The B&L bid revealed the company's willingness
to increase debt leverage to a greater level (over 6.5x on an
adjusted basis) than that incurred in previous transactions.  

In addition, the May 27 global recall of MoisturePlus multipurpose
lens care solution has harmed revenues and will result in
extraordinary charges; on June 26, the company lowered its
guidance for 2007 and 2008 revenues and earnings.  Although the
company has begun to ship an alternative multipurpose solution
outside the U.S., which should be available to U.S. consumers in
September, it will be challenged to regain lost market share.  
Standard & Poor's will review AMO's strategy and financial policy
given these events and resolve the CreditWatch listing within the
next few weeks.


ALLEGHENY TECH: Improved Performance Cues S&P to Lift Rating
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Allegheny Technologies Inc. to 'BB+' from 'BB'.  The
outlook is positive.
     
At the same time, Standard & Poor's raised its rating on the
company's senior unsecured debt to 'BB+' from 'BB-', reflecting
the improved position of unsecured creditors in the capital
structure as the company's revolving credit facility is now
unsecured.  All ratings were removed from CreditWatch, where they
were placed with positive implications on March 13, 2007.
     
"The upgrade reflects the company's meaningful improvement in
operating and financial performance due to strong demand in its
key end markets, its shift away from commodity-based products and
pricing, and its improved cost structure," said Standard & Poor's
credit analyst Marie Shmaruk.  "In addition, given the favorable
outlook for the company's end markets, in particular aerospace, we
expect that its solid performance will persist for at least the
next few years.  We expect that the company will continue to
generate high levels of free cash flow during this time, which it
will use to fund its significant growth initiatives.  These
improvements, together with management's commitment to retaining
conservative cash balances and debt levels, should enable the
company to maintain an adequate financial profile during the next
cyclical downturn."
     
Allegheny, a diversified specialty material producer, pursues
market niches that enjoy some barriers to entry.
     
"We could upgrade the ratings further if continued strong markets
allow the company to fund its aggressive growth internally and
financial policies remain conservative," Ms. Shmaruk said.  
"Conversely, ratings could be pressured if Allegheny's markets and
performance weakened materially, if the company significantly
increases its debt leverage to fund growth, or if the company
borrows to fund shareholder-friendly actions, such as share
repurchases or special dividends."


AMERICAN GENERAL: Moody's May Lift Rating on $9 Mil. Class C Notes
------------------------------------------------------------------
Moody's Investor Service placed on watch for possible upgrade
these notes issued in 2000 by American General CBO 2000-1 Ltd., a
collateral bond obligation issuer:

-- The $20,000,000 Senior Secured Class B-1 Floating Rate Notes
    Due 2012

    Prior Rating: Baa1

    Current Rating: Baa1 (on watch for possible upgrade)

-- The $21,000,000 Senior Secured Class B-2 Fixed Rate Notes Due
    2012

    Prior Rating: Baa1

    Current Rating: Baa1 (on watch for possible upgrade)

-- The $9,000,000 Senior Secured Class C Fixed Rate Notes Due
    2012

    Prior Rating: B1

    Current Rating: B1 (on watch for possible upgrade)

According to Moody's, the rating action was the result of the
amortization of the Senior Secured Class A Floating Rate Notes,
improvement in the credit quality of the deal's portfolio and
increased coverage for the notes.


AMERICAN HOME: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: American Home Mortgage Holdings, Inc.
             538 Broadhollow Road
             Melville, NY 11747

Bankruptcy Case No.: 07-11047

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
American Home Mortgage Investment Corp.            07-11048
American Home Mortgage Acceptance, Inc.            07-11049
American Home Mortgage Servicing, Inc.             07-11050
American Home Mortgage Corp.                       07-11051
American Home Mortgage Ventures, L.L.C.            07-11052
Homegate Settlement Services, Inc.                 07-11053
Great Oak Abstract Corp.                           07-11054

Type of business: The Debtor is a mortgage real estate investment
                  trust engaged in the business of investing in
                  mortgage-backed securities and mortgage loans
                  resulting from the securitization of residential
                  mortgage loans originated and serviced by its
                  subsidiaries.  See https://www.americanhm.com

Chapter 11 Petition Date: August 6, 2007

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: James L. Patton, Jr., Esq.
                  Joel A. Waite, Esq.
                  Pauline K. Morgan, Esq.
                  Sean M. Breach, Esq.
                  Matthew Barry Lunn, Esq.
                  Kara Hammond Coyle, Esq.
                  Kenneth J. Ennons, Esq.
                  Young, Conaway, Stargatt & Taylor, L.L.P.
                  The Brandywine Building, 17th Floor
                  1000 West Street, P.O. Box 391
                  Wilmington, DE 19899-0391 & 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453, (302) 571-1253

Debtors'
Restructuring
Managers:             Kroll Zolfo Cooper LLC

Debtors'
Investment Banker:    Jeffrey M. Levine
                      Gene S. Weil
                      Milestone Advisors, LLC
                      1775 Eye Street, NW, Suite 800
                      Washington, D.C. 20006
                      Tel: (202) 367-3000

                      -- and --

                      Brett Schaffer
                      Phoenix Capital, Inc.
                      600 Seventeenth Street, Suite 1650 South
                      Denver, Colorado 80202
                      Tel: (303) 892-7070

Debtors' Claims,
Notice and
Balloting Agent:      Epiq Bankruptcy Solutions, LLC
                      757 Third Avenue, Third Floor
                      New York, New York 10017

Attorney for the
Administrative
Agent:                Margot B. Schonholtz, Esq.
                      Scott D. Talmadge, Esq.
                      Kaye Scholer LLP
                      425 Park Avenue
                      New York, New York 10022

                      -- and --

                      Laurie Selber Silverstein, Esq.
                      Potter Anderson & Corroon LLP
                      Hercules Plaza, 6th Floor
                      1313 North Market Street
                      Wilmington, Delaware 19801

Attorney for the
DIP Lender:           Erica M. Ryland, Esq.
                      Jones Day
                      222 East 41st Street
                      New York, New York 10017

U.S. Trustee:         Office of the United States Trustee
                      District of Delaware
                      844 King Street, Suite 2207
                      Wilmington, Delaware 19801

Quarterly Financial Condition as of March 2007:

Total Assets: 20,553,940,000

Total Debts:  19,330,190,000

Debtor's 39 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Deutsche Bank                  loan repurchase       unliquidated
31 West 52nd Street            request
3rd Floor NYC01-030
New York, NY 10019
Tel: (212) 250-7675
Fax: (212) 797-0521

Wilmington Trust               convertible           unliquidated
Company, as Debenture          trust preferred-
Trustee                        A.H.M. Capital
Rodney Square North            Trust I
100 North Market Street
Wilmington, DE 19890
Tel: (302) 636-4140
Fax: (302) 651-1000
Attention: Corporate
Capital Markets-A.H.M.
Capital Trust I
c/o A.H.M.
Capital Trust I
100 North Market Street
Wilmington, DE 19890
Tel: (302) 636-4140
Fax: (302) 651-1000

J.P. Morgan Chase              loan repurchase       unliquidated
Bank, N.A.                     request
194 Wood Avenue South
Floor 3
Iselin, NJ 08830
Tel: (732) 452-8781
Fax: (732) 352-7611


Bank of America, N.A.          loan repurchase       unliquidated
901 Main Street, 66th Floor    request
Dallas, TX 75202
Tel: (214) 209-9170
Fax: (214) 209-0338

J.P. Morgan Chase Bank,        trust preferred-      unliquidated
National Association, as       Baylis Trust I
Trustee
600 Travis, 50th Floor
Houston, TX 77019
Attention: Institutional
Trust Services- Baylis
Trust I
c/o Institutional
Trust Services- Baylis
Trust I
600 Travis, 50th Floor
Houston, TX 77019

J.P. Morgan Chase Bank,        trust preferred-      unliquidated
National Association, as       Baylis Trust II
Trustee
600 Travis, 50th Floor
Houston, TX 77019
Attention: Institutional
Trust Services- Baylis
Trust II
c/o Institutional
Trust Services- Baylis
Trust II
600 Travis, 50th Floor
Houston, TX 77019

J.P. Morgan Chase Bank,        trust preferred-      unliquidated
National Association, as       Baylis Trust IV
Trustee
600 Travis, 50th Floor
Houston, TX 77019
Attention: Institutional
Trust Services- Baylis
Trust IV
c/o Institutional
Trust Services- Baylis
Trust IV
600 Travis, 50th Floor
Houston, TX 77019

J.P. Morgan Chase Bank,        trust preferred-      unliquidated
National Association, as       Baylis Trust V
Trustee
600 Travis, 50th Floor
Houston, TX 77019
Attention: Institutional
Trust Services- Baylis
Trust V, Madassir Mohamed
Tel: (713) 216-2826
c/o Madassir Mohamed
600 Travis, 50th Floor
Houston, TX 77019
Tel: (713) 216-2826

Citigroup                      loan repurchase       unliquidated
390 Greenwich Street,          request
6th Floor
New York, NY 10013
Tel: (212) 733-6353
Fax: (212) 723-8613

Countrywide Capital            loan repurchase       unliquidated
20 North Acoma Boulevard       request
Lake Havasu City, AZ 86403
Tel: (212) 733-6353
Fax: (212) 723-8613

Morgan Stanley                 loan repurchase       unliquidated
1585 Broadway                  request
New York, NY 10036
Tel: (212) 761-4000
Fax: (212) 507-4622

Wells Fargo Bank, N.A.         trust preferred-      unliquidated
as Trustee                     Baylis Trust VIII
919 North Market Street,
Suite 700
Wilmington, DE 19801
Attention: Corporate Trustee
Department-Baylis Trust VIII
c/o Corporate Trustee
Department-Baylis Trust VIII
919 North Market Street,
Suite 700
Wilmington, DE 19801

SunTrust Asset Funding,        loan repurchase       unliquidated
L.L.C.                         request
Mail Code 3950
303 Peachtree Street,
23rd Floor
Atlanta, GA 30308
Attention: Tony D. Atkins
with a copy to:
SunTrust Banks, Inc.
303 Peachtree Street,
36th Floor
Atlanta, GA 30308
Tel: (404) 813-5244
Fax: (404) 813-5000
c/o Tony D. Atkins
303 Peachtree Street,
23rd Floor
Atlanta, GA 30308
Tel: (404) 813-5244
Fax: (404) 813-5000

Impac Funding Corporation      loan repurchase       unliquidated
1401 Dove Street, Suite 100    request
Newport Beach, CA 92660
Attention: Client
Administration
Tel: (800) 597-4101
Fax: (949) 260-4504
c/o Client
Administration
1401 Dove Street, Suite 100
Newport Beach, CA 92660
Tel: (800) 597-4101
Fax: (949) 260-4504

Wilmington Trust Company,      trust preferred-      unliquidated
as Trustee                     Baylis Trust VI
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-001
Attention: Corporate
Capital Markets
c/o Corporate
Capital Markets
Rodney Square Northwest
1100 North Market Street
Wilmington, DE 19890-001

Bear, Stearns & Co., Inc.      master repurchase     unliquidated
Government Operations          agreement
1 Metrotech Center Northwest,
7th Floor
Brooklyn, NY 11201-3859
Attention: Senior Managing
Director
Tel: (212) 272-1203
c/o Senior Managing
Director
1 Metrotech Center Northwest,
7th Floor
Brooklyn, NY 11201-3859
Tel: (212) 272-1203

Bank of America, N.A.          warehouse facility    unliquidated
Agency Management
Mail Code: CA5-701-05-19
1455 Market Street,
5th Floor
San Francisco, CA 94103
Attention: Anthea Del
Bianco, Vice President
Tel: (415) 436-2776
Fax: (415) 503-5101
c/o Anthea Del
Bianco, Vice President
Agency Management
Mail Code: CA5-701-05-19
1455 Market Street,
5th Floor
San Francisco, CA 94103
Tel: (415) 436-2776
Fax: (415) 503-5101

Citigroup Global Markets       loan repurchase       unliquidated
Realty Corp.                   request
390  Greenwich Street,
6th Floor
New York, NY 10013
Attention: Peter Steinmetz
c/o Peter Steinmetz
390  Greenwich Street,
6th Floor
New York, NY 10013

Bank of America, N.A.          swap counterparty     unliquidated
Sears Tower                    (commercial paper
233 South Wacker Drive,        facility)
Suite 2800
Chicago, IL 60606
Attention: Swap Operations
Fax: (312) 453-2787
Bank of the Americas,
17th Floor
New York, NY 10036
Attention: Ronald Jost
Tel: (646) 216-5311
Fax: (646) 733-4090
c/o Swap Operations
Sears Tower
233 South Wacker Drive,
Suite 2800
Chicago, IL 60606
Fax: (312) 453-2787

Wilmington Trust Company,      trust preferred-      unliquidated
as Trustee                     Baylis Trust VII
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate
Capital Markets
c/o Corporate Capital
Markets
Rodney Square Northwest
1100 North Market Street
Wilmington, DE 19890-001

Wells Fargo                    loan repurchase      unliquidated
420 Montgomery Street          request
San Francisco, CA 94104

Countrywide Capital            loan repurchase      unliquidated
20 North Acoma Boulevard       requests
Lake Havasu City, AZ 86403
Tel: (928) 505-1628
Fax: (928) 505-4466

Nomura Credit & Capital, Inc.  loan repurchase      unliquidated
2 World Financial Center,      requests
Building B, 21st Floor
New York, NY 10281
Attention: Dante LaRocca,
Managing Director; with a
copy to N.C.C.I. Legal,
18th Floor
Fax: (212) 667-1024
c/o Dante LaRocca
2 World Financial Center,
Building B, 21st Floor
New York, NY 10281
Fax: (212) 667-1024

Liquid Funding, Ltd.           master repurchase    unliquidated
Canon's Court                  agreement
22 Victoria Street
Hamilton H.M. 12 Bermuda
Attention: Corporate
Secretary; with a copy in
all cases to: Bear Stearns
Bank, plc, Investment
Manager of Liquid Funding,
Ltd.
Block 8, Harcourt Centre
Charlotte Way
Dublin 2, Ireland
Attention: Jerome
Schneider/Patrick Phelan
Tel: (353-1) 402-6358
Fax: (353-1) 402-6308
c/o  Corporate Secretary
Canon's Court
22 Victoria Street
Hamilton H.M. 12 Bermuda

E.M.C.                         loan repurchase      unliquidated
383 Madison Avenue             request
New York, NY
Tel: (212) 272-6458
Fax: (212) 272-7382

Greenwich Capital Financial    loan repurchase      unliquidated
Products, Inc.                 request
600 Steamboat Road
Greenwich, CT 06830
Attention: Mortgage Finance;
with copies to: Greenwich
Capital Financial Products,
Inc.
600 Steamboat Road
Greenwich, CT 06830
Attention: Legal and to:
Greenwich Capital Financial
Products, Inc.
600 Steamboat Road
Tel: (203) 625-2700
c/o  Mortgage Finance
600 Steamboat Road
Greenwich, CT 06830
c/o Legal
600 Steamboat Road
Greenwich, CT 06830
Tel: (203) 625-2700

Lehman Brothers, Inc. and      master repurchase    unliquidated
Lehman Commercial Paper,       agreement
Inc.
745 Seventh Avenue,
28th Floor
New York, NY 10019
Attention: Robert
Guglielmo, Senior Vice
President, Transaction
Management
Tel: (212) 526-7121
Fax: (212) 526-7672
c/o  Robert Guglielmo
745 Seventh Avenue,
28th Floor
New York, NY 10019
Tel: (212) 526-7121
Fax: (212) 526-7672

H.S.B.C. Bank                  loan repurchase    unliquidated
452 Fifth Avenue, 10th Floor   request
New York, NY 10018
Tel: (212) 525-5040
Fax: (646) 366-3826

U.B.S.                         loan repurchase    unliquidated
1251 Avenue of the Americas    request
New York, NY 10019
Tel: (212) 713-3734
Fax: (646) 882-3597

Lehman Brothers Special        loan repurchase    unliquidated
Financing, Inc.                request
c/o Lehman Brothers
Transaction Management
745 Seventh Avenue, 28th Floor
New York, NY 10019
Attention: Documentation
Manager
Tel: (212) 526-7187
Fax: (212) 526-7672
c/o Documentation Manager
745 Seventh Avenue, 28th Floor
New York, NY 10019
Tel: (212) 526-7187
Fax: (212) 526-7672

F.N.M.A.                       loan repurchase    unliquidated
3900 Wisconsin Avenue,         request
Northwest
Washington, D.C.
20016-2892
Tel: (202) 752-7672

Washington Mutual Bank, N.A.   loan repurchase    unliquidated
3200 Southwest Freeway         request
Houston, TX 77027
Tel: (713) 543-6141
Fax: (713) 543-6727

Luminent Manufacturing         loan repurchase    unliquidated
(Barclays)                     request
Suite 1350 101 California
Street
San Francisco, CA 94111
Tel: (415) 217-4500

IndyMac Bank, F.S.B.           loan repurchase    unliquidated
3465 East Foothill Boulevard   request
Pasadena, CA 91107

Morgan Stanley Capital         derivative         unliquidated
Services, Inc.                 transaction
Transaction Management Group   (swap)
1585 Broadway
New York, NY 10036-8293
Attention: Chief Legal
Officer
Fax: (212) 507-4622
c/o Chief Legal Officer
1585 Broadway
New York, NY 10036-8293
Fax: (212) 507-4622

Credit Suisse First Boston     loan repurchase    unliquidated
Eleven Madison Avenue          request
New York, NY 10010
Tel: (212) 325-2000
Fax: (212) 325-6665

G.M.A.C.                       loan repurchase    unliquidated
600 Galleria Parkway,
15th Floor
Atlanta, GA 30339
Tel: (678) 324-2146
Fax: (770) 859-0148


AMERICAN HOME: Wilmington Trust Denies Unsecured Creditor Status
----------------------------------------------------------------
Wilmington Trust Company denied in a press statement news
reports that list the company as among the largest unsecured
creditors of American Home Mortgage Investment Corp., saying that
the information is "incorrect."

Wilmington Trust Company, principal subsidiary of Wilmington
Trust Corporation, says it provides trustee services for some
of American Home's creditors, but noted that the services do
not include making loans.

"Wilmington Trust has no credit exposure whatsoever to American
Home Mortgage," explains Ted Cecala, Wilmington Trust's chairman
and chief executive officer.  "American Home Mortgage's bankruptcy
filing does not affect our balance sheet or bottom line, and it
poses absolutely no credit risk to us."

The company relates that American Home Mortgage's bankruptcy
filing clearly lists Wilmington Trust "as trustee."  As trustee,
Wilmington Trust says it performs administrative services as
specified in documents that govern the trusts.  These services,
which the company provides through its Corporate Client Services
business, do not include extending credit.

                      About Wilmington Trust

Wilmington Trust Corporation (NYSE: WL) is a financial services
holding company that provides Regional Banking services throughout
the Delaware Valley region, Wealth Advisory Services for high-net-
worth clients in 36 countries, and Corporate Client Services for
institutional clients in 86 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.  
Wilmington Trust Corporation and its affiliates have offices in
California, Connecticut, Delaware, Florida, Georgia, Maryland,
Massachusetts, Minnesota, Nevada, New Jersey, New York,
Pennsylvania, South Carolina, Vermont, the Cayman Islands, the
Channel Islands, London, Dublin, Frankfurt, and Luxembourg.

                  About American Home Mortgage

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage   
real estate investment trust focused on earning net interest
income from self-originated loans and mortgage-backed securities,
and, through its taxable subsidiaries, from originating and
selling mortgage loans and servicing mortgage loans for
institutional investors.


AMERICAN HOME: Mulls Sale of Loan and Loan Servicing Businesses
---------------------------------------------------------------
American Home Mortgage Investment Corp. is seeking to sell its
servicing business as well as certain mortgage loans owned by
the company and mortgage-backed residual interests in
securitization trusts, pursuant to competitive bidding and
auction.

American Home will auction off its loan portfolio on Sept. 5,
2007, and the servicing business Sept. 10, 2007.  Bids for the
loan portfolio must be submitted by Aug. 29, 2007, while bids
for the servicing business are due Sept. 6, 2007.

American Home stopped taking mortgage applications on Aug. 1,
2007, and laid off roughly 6,500 employees effective August 3.  
The company retained roughly 1,000 employees, including 450
servicing emmployees, to help wind down the business.

American Home is the sixth lender to file for Chapter 11
protection, following Ownit Mortgage Solutions LLC, Mortgage  
Lenders Network USA Inc., ResMae Mortgage Corp., People's
Choice Financial Corporation, and New Century Financial Corp.,
and the first one that caters to borrowers with credit ratings
above subprime level.

Paul Muolo at National Mortgage News tabulates that 45 lenders
and originators, representing 16.13% of the market, have shut
down or filed for bankruptcy in the past year.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) – http://www.americanhm.com/-- is a mortgage   
real estate investment trust focused on earning net interest
income from self-originated loans and mortgage-backed securities,
and, through its taxable subsidiaries, from originating and
selling mortgage loans and servicing mortgage loans for
institutional investors.


AMERIQUEST MORTGAGE: Fitch Junks Ratings on Seven Cert. Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on nine Ameriquest Mortgage
Securities Inc. mortgage pass-through certificates.  Affirmations
total $9.75 billion and downgrades total
$1.54 billion.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:
  
Argent Securities 2005-W2
  -- $1 billion class A affirmed at 'AAA' (BL: 43.45, LCR: 3.55);
  -- $90.7 million class M-1 affirmed at 'AA+' (BL: 38.13, LCR:
     3.11);
  -- $79.7 million class M-2 affirmed at 'AA+' (BL: 32.97, LCR:
     2.69);
  -- $55 million class M-3 affirmed at 'AA' (BL: 29.40, LCR:
     2.40);
  -- $41.2 million class M-4 affirmed at 'AA' (BL: 26.69, LCR:
     2.18);
  -- $41.2 million class M-5 affirmed at 'AA-' (BL: 23.98, LCR:
     1.96);
  -- $37 million class M-6 affirmed at 'A+' (BL: 21.49, LCR:
     1.76);
  -- $38.6 million class M-7 affirmed at 'A' (BL: 18.79, LCR:
     1.53);
  -- $27.5 million class M-8 downgraded to 'BBB+' from 'A-' (BL:
     16.87, LCR: 1.38);
  -- $16.5 million class M-9 downgraded to 'BBB-' from 'BBB+'
     (BL: 13.72, LCR: 1.12);
  -- $27.5 million class M-10 downgraded to 'BB' from 'BBB' (BL:
     12.00, LCR: 0.98);
  -- $13.7 million class M-11 downgraded to 'BB-' from 'BBB' (BL:
     11.31, LCR: 0.92);
  -- $30.2 million class M-12 downgraded to 'B' from 'BBB-' (BL:
     9.92, LCR: 0.81);
  -- $13.7 million class M-13 downgraded to 'B' from 'BB+' (BL:
     9.47, LCR: 0.77).
  
Deal Summary
  -- Originators: 100% Argent;
  -- 60+ day Delinquency: 15.30%;
  -- Realized Losses to date (% of Original Balance): 0.91%;
  -- Expected Remaining Losses (% of Current Balance): 12.24%;
  -- Cumulative Expected Losses (% of Original Balance): 9.55%.
  
Argent Securities 2005-W4
  -- $1.4 billion class A affirmed at 'AAA' (BL: 34.63, LCR:
     2.59);
  -- $147.7 million class M-1 affirmed at 'AA+' (BL: 26.64, LCR:
     2.00);
  -- $72.2 million class M-2 downgraded to 'A+' from 'AA' (BL:
     22.91, LCR: 1.72);
  -- $39.2 million class M-3 downgraded to 'A' from 'AA-' (BL:
     20.88, LCR: 1.56);
  -- $37.7 million class M-4 downgraded to 'A-' from 'A+' (BL:
     18.91, LCR: 1.42);
  -- $36.1 million class M-5 downgraded to 'BBB' from 'A' (BL:
     16.98, LCR: 1.27);
  -- $26.7 million class M-6 downgraded to 'BBB-' from 'A-' (BL:
     15.52, LCR: 1.16);
  -- $28.2 million class M-7 downgraded to 'BB+' from 'BBB+' (BL:
     14.06, LCR: 1.05);
  -- $26.7 million class M-8 downgraded to 'B+' from 'BBB' (BL:
     11.53, LCR: 0.86).
  
  Deal Summary
  -- Originators: 100% Argent;
  -- 60+ day Delinquency: 15.20%;
  -- Realized Losses to date (% of Original Balance): 0.63%;
  -- Expected Remaining Losses (% of Current Balance): 13.35%;
  -- Cumulative Expected Losses (% of Original Balance): 11.12%.
  
Argent Securities 2006-W3
  -- $714.3 million class A affirmed at 'AAA' (BL: 40.63, LCR:
     2.65);
  -- $57.8 million class M-1 affirmed at 'AA+' (BL: 32.27, LCR:
     2.10);
  -- $50.3 million class M-2 affirmed at 'AA' (BL: 29.13, LCR:
     1.90);
  -- $29.6 million class M-3 affirmed at 'AA' (BL: 26.63, LCR:
     1.73);
  -- $26.6 million class M-4 downgraded to 'A' from 'A+' (BL:
     24.01, LCR: 1.56);
  -- $25.1 million class M-5 downgraded to 'A-' from 'A' (BL:
     21.54, LCR: 1.40);
  -- $23.7 million class M-6 downgraded to 'BBB' from 'A-' (BL:
     19.16, LCR: 1.25);
  -- $22.2 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 16.83, LCR: 1.10);
  -- $18.5 million class M-8 downgraded to 'BB' from 'BBB' (BL:
     14.85, LCR: 0.97);
  -- $12.5 million class M-9 downgraded to 'B+' from 'BBB-' (BL:
     13.40, LCR: 0.87);
  -- $11.8 million class M-10 downgraded to 'B' from 'BB+' (BL:
     12.00, LCR: 0.78);
  -- $14.8 million class M-11 downgraded to 'CCC' from 'BB' (BL:
     9.77, LCR: 0.64).
  
Deal Summary
  -- Originators: 100% Argent;
  -- 60+ day Delinquency: 21.90%;
  -- Realized Losses to date (% of Original Balance): 0.35%;
  -- Expected Remaining Losses (% of Current Balance): 15.35%;
  -- Cumulative Expected Losses (% of Original Balance): 11.05%.
  
Argent Securities 2006-W4
  -- $739.2 million class A affirmed at 'AAA' (BL: 36.54, LCR:
     2.66);
  -- $49 million class M-1 affirmed at 'AA+' (BL: 29.39, LCR:
     2.14);
  -- $43.3 million class M-2 affirmed at 'AA' (BL: 26.47, LCR:
     1.93);
  -- $27.7 million class M-3 affirmed at 'AA' (BL: 24.11, LCR:
     1.76);
  -- $24.1 million class M-4 downgraded to 'A' from 'AA-' (BL:
     21.69, LCR: 1.58);
  -- $23.4 million class M-5 downgraded to 'A-' from 'A+' (BL:
     19.33, LCR: 1.41);
  -- $19.8 million class M-6 downgraded to 'BBB' from 'A' (BL:
     17.27, LCR: 1.26);
  -- $19.1 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 15.21, LCR: 1.11);
  -- $17 million class M-8 downgraded to 'BB' from 'BBB' (BL:
     13.36, LCR: 0.97);
  -- $10.6 million class M-9 downgraded to 'B' from 'BBB' (BL:
     10.27, LCR: 0.75);
  -- $14.2 million class M-10 downgraded to 'CCC' from 'BBB-'
     (BL: 9.32 , LCR: 0.68).
  
Deal Summary
  -- Originators: 100% Argent;
  -- 60+ day Delinquency: 21.90%;
  -- Realized Losses to date (% of Original Balance): 0.26%;
  -- Expected Remaining Losses (% of Current Balance): 13.72%;
  -- Cumulative Expected Losses (% of Original Balance): 10.09%.
  
Argent Securities 2006-W5
  -- $728.1 million class A affirmed at 'AAA' (BL: 36.00, LCR:
     2.51);
  -- $48.1 million class M-1 affirmed at 'AA+' (BL: 28.58, LCR:
     1.99);
  -- $42.6 million class M-2 affirmed at 'AA+' (BL: 25.76, LCR:
     1.80);
  -- $27.5 million class M-3 affirmed at 'AA' (BL: 23.62, LCR:
     1.65);
  -- $22.6 million class M-4 downgraded to 'A' from 'AA-' (BL:
     21.44, LCR: 1.50);
  -- $23.3 million class M-5 downgraded to 'BBB+' from 'A+' (BL:
     19.10, LCR: 1.33);
  -- $19.9 million class M-6 downgraded to 'BBB-' from 'A' (BL:
     17.05, LCR: 1.19);
  -- $18.5 million class M-7 downgraded to 'BB+' from 'BBB+' (BL:
     15.07, LCR: 1.05);
  -- $15.8 million class M-8 downgraded to 'BB-' from 'BBB' (BL:
     13.36, LCR: 0.93);
  -- $11 million class M-9 downgraded to 'B+' from 'BBB' (BL:
     12.10, LCR: 0.84);
  -- $13.7 million class M-10 downgraded to 'CCC' from 'BB+' (BL:
     9.03, LCR: 0.63).
  
Deal Summary
  -- Originators: 100% Argent;
  -- 60+ day Delinquency: 21.40%;
  -- Realized Losses to date (% of Original Balance): 0.19%;
  -- Expected Remaining Losses (% of Current Balance): 14.34%;
  -- Cumulative Expected Losses (% of Original Balance): 10.66%.
  
Argent Securities 2006-M2
  -- $1 billion class A affirmed at 'AAA' (BL: 34.86, LCR: 2.95);
  -- $88.4 million class M-1 affirmed at 'AA+' (BL: 27.59, LCR:
     2.34);
  -- $73.9 million class M-2 downgraded to 'AA-' from 'AA' (BL:
     23.04, LCR: 1.95);
  -- $26.3 million class M-3 downgraded to 'AA-' from 'AA' (BL:
     21.19, LCR: 1.79);
  -- $35.7 million class M-4 downgraded to 'A' from 'A+' (BL:
     18.66, LCR: 1.58);
  -- $26.3 million class M-5 downgraded to 'A-' from 'A' (BL:
     16.77, LCR: 1.42);
  -- $19.5 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     15.34, LCR: 1.30);
  -- $24.6 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 13.46, LCR: 1.14);
  -- $14.4 million class M-8 downgraded to 'BB+' from 'BBB' (BL:
     12.34, LCR: 1.04);
  -- $13.6 million class M-9 downgraded to 'BB-' from 'BBB' (BL:
     11.10, LCR: 0.94);
  -- $10.2 million class M-10 downgraded to 'B+' from 'BBB-' (BL:
     10.13, LCR: 0.86);
  -- $17 million class M-11 downgraded to 'B' from 'BB' (BL:
     8.82, LCR: 0.75).
  
Deal Summary
  -- Originators: 100% Argent/Ameriquest;
  -- 60+ day Delinquency: 15.70%;
  -- Realized Losses to date (% of Original Balance): 0.08%;
  -- Expected Remaining Losses (% of Current Balance): 11.81%;
  -- Cumulative Expected Losses (% of Original Balance): 10.18%.
  
Argent Securities 2006-M3
  -- $1.3 billion class A affirmed at 'AAA' (BL: 27.43, LCR:
     2.48);
  -- $110.5 million class M-1 affirmed at 'AA+' (BL: 23.76, LCR:
     2.15);
  -- $73.7 million class M-2 downgraded to 'AA-' from 'AA' (BL:
     20.26, LCR: 1.83);
  -- $32.8 million class M-3 downgraded to 'A+' from 'AA-' (BL:
     18.33, LCR: 1.66);
  -- $29.8 million class M-4 downgraded to 'A' from 'A+' (BL:
     16.56, LCR: 1.50);
  -- $29.8 million class M-5 downgraded to 'BBB+' from 'A' (BL:
     14.77, LCR: 1.34);
  -- $25.9 million class M-6 downgraded to 'BBB-' from 'A-' (BL:
     13.19, LCR: 1.19);
  -- $23.9 million class M-7 downgraded to 'BB+' from 'BBB+' (BL:
     11.70, LCR: 1.06);
  -- $15.9 million class M-8 downgraded to 'BB' from 'BBB' (BL:
     10.67, LCR: 0.97);
  -- $12.9 million class M-9 downgraded to 'B+' from 'BBB-' (BL:
     9.72, LCR: 0.88);
  -- $19.9 million class M-10 downgraded to 'CCC' from 'BB+' (BL:
     7.66, LCR: 0.69).
  
Deal Summary
  -- Originators: 100% Argent/Ameriquest;
  -- 60+ day Delinquency: 12.70%;
  -- Realized Losses to date (% of Original Balance): 0.09%;
  -- Expected Remaining Losses (% of Current Balance): 11.05%;
  -- Cumulative Expected Losses (% of Original Balance): 9.70%.
  
Park Place Securities 2005-WCW3
  -- $383.2 million class A-1, A-2 affirmed at 'AAA' (BL: 55.65,
     LCR: 3.28);
  -- $68.2 million class M-1 affirmed at 'AA+' (BL: 45.43, LCR:
     2.67);
  -- $38.2 million class M-2 affirmed at 'AA+' (BL: 39.67, LCR:
     2.33);
  -- $25.5 million class M-3 affirmed at 'AA' (BL: 35.80, LCR:
     2.11);
  -- $23.2 million class M-4 affirmed at 'AA-' (BL: 32.24, LCR:
     1.90);
  -- $24.7 million class M-5 affirmed at 'A+' (BL: 28.46, LCR:
     1.68);
  -- $22.5 million class M-6 downgraded to 'A-' from 'A' (BL:
     24.96, LCR: 1.47);
  -- $21.7 million class M-7 downgraded to 'BBB' from 'A-' (BL:
     21.46, LCR: 1.26);
  -- $16.5 million class M-8 downgraded to 'B+' from 'BBB+' (BL:
     14.96, LCR: 0.88);
  -- $12 million class M-9 downgraded to 'B' from 'BBB' (BL:
     13.47, LCR: 0.79);
  -- $9 million class M-10 downgraded to 'CCC' from 'BBB' (BL:
     12.34, LCR: 0.73);
  -- $15 million class M-11 downgraded to 'CCC' from 'BB+' (BL:
     10.78, LCR: 0.63);
  -- $11.2 million class M-12 downgraded to 'CCC' from 'BB+' (BL:
     10.06, LCR: 0.59).
  
Deal Summary
  -- Originators: 100% Ameriquest;
  -- 60+ day Delinquency: 20.30%;
  -- Realized Losses to date (% of Original Balance): 1.01%;
  -- Expected Remaining Losses (% of Current Balance): 16.99%;
  -- Cumulative Expected Losses (% of Original Balance): 8.91%.
  
Park Place Securities 2005-WHQ2
  -- $807.9 million class A affirmed at 'AAA' (BL: 47.04, LCR:
     5.24);
  -- $92.7 million class M-1 affirmed at 'AA+' (BL: 38.87, LCR:
     4.33);
  -- $89.2 million class M-2 affirmed at 'AA+' (BL: 31.87, LCR:
     3.55);
  -- $49 million class M-3 affirmed at 'AA' (BL: 27.99, LCR:
     3.12);
  -- $47.2 million class M-4 affirmed at 'AA-' (BL: 24.21, LCR:
     2.70);
  -- $42 million class M-5 affirmed at 'A+' (BL: 20.83, LCR:
     2.32);
  -- $26.2 million class M-6 affirmed at 'A+' (BL: 18.67, LCR:
     2.08);
  -- $28 million class M-7 affirmed at 'A' (BL: 16.28, LCR:
     1.81);
  -- $17.5 million class M-8 affirmed at 'A-' (BL: 14.78, LCR:
     1.65);
  -- $17.5 million class M-9 downgraded to 'BBB-' from 'A-' (BL:
     10.72, LCR: 1.19);
  -- $24.5 million class M-10 downgraded to 'BB+' from 'BBB+'
     (BL: 9.67, LCR: 1.08);
  -- $36.7 million class M-11 downgraded to 'BB' from 'BBB+' (BL:
     8.52, LCR: 0.95);
  -- $21 million class M-12 downgraded to 'B' from 'BBB-' (BL:
     7.22, LCR: 0.8).
  
Deal Summary
  -- Originators: 100% Ameriquest;
  -- 60+ day Delinquency: 18.60%;
  -- Realized Losses to date (% of Original Balance): 0.99%;
  -- Expected Remaining Losses (% of Current Balance): 8.98%;
  -- Cumulative Expected Losses (% of Original Balance): 4.37%.
  
In addition, these classes are removed from Rating Watch Negative:
  
  -- Classes M-12 and M-13 (from Argent Securities 2005-W2);
  -- Classes M-10 and M-11 (from Argent Securities 2006-W3);
  -- Class M-10 (from Argent Securities 2006-W4);
  -- Class M-10 (from Argent Securities 2006-W5);
  -- Class M-11 (from Argent Securities 2006-M2);
  -- Class M-12 (from Park Place Securities 2005-WCW3);
  -- Class M-12 (from Park Place Securities 2005-WHQ2).
  
These transactions were placed on 'Under Analysis' on July 12,
2007.  The rating actions are based on changes that Fitch has made
to its subprime loss forecasting assumptions adopted after the
analysis of the June 2007 remittance data.  The updated
assumptions better capture the deteriorating performance of pools
from 2006 and late 2005 with regard to continued poor loan
performance and home price weakness.  

  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June
      12, 2007);
  -- 'Fitch Affirms $20B & Downgrades $2.4B of U.S. Subprime
     RMBS; New Surveillance Criteria for 2005-2006 Vintage Loans'
     (Aug. 1, 2007).


ARROW DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Arrow Development, Inc.
        17000 Preston Road
        Suite 200
        Dallas, TX 75248

Bankruptcy Case No.: 07-33821

Type of business: The Debtor is a general contractor for the
                  construction and remodelling single family
                  homes.

Chapter 11 Petition Date: August 6, 2007

Court: Northern District of Texas (Dallas)

Debtor's Counsel: David L. Campbell, Esq.
                  Campbell & Cobbe, P.C.
                  900 Jackson Street, Suite 120
                  Dallas, TX 75202
                  Tel: (214) 742-3600
                  Fax: (214) 742-5106

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Frisco Wholesale Lumber                                  $112,414
P.O. Box 68107
Dallas, TX 75267-8107

Frisco Independent School      municipal/city             $33,955
District                       taxes
P.O. Box 547
Frisco, TX 75034

K.A.T. Fabricators                                        $26,242
P.O. Box 495368
Garland, TX 75049

Rockwall Central Appraisal     municipal/city             $21,765
                               taxes

DalTile                                                   $17,331

Collin County Tax Assessor     municipal/city             $17,276
                               taxes

Riverbend Sandler Pools                                   $16,545

Dupree Industries                                         $15,242

Fritz Plumbing                                            $15,229

A.A. Porter Lighting Company                              $15,093

Capital Distributing Company                              $14,184

Wylie Fence Company                                       $13,461

Sorensen Electric                                         $10,058

Pella Windows                                              $9,489

Dallas North Builders                                      $9,304
Hardware

Associated Ornamental                                      $9,020

Rockwall Central Appraisal                                 $7,269

Advanced Home Systems                                      $7,135

Custom Stone Supply                                        $6,495

Rockwall Central Appraisal                                 $6,106


ATLAS PIPELINE: Posts $20.8 Million Net Loss in 2nd Qtr. 2007
-------------------------------------------------------------
Atlas Pipeline Partners L.P. reported a net loss of $20.8 million
for the three months ended June 30, 2007.  For the six months
ended June 30, 2007, the company recorded a loss of $18.4 million.

The company also reported record adjusted earnings before
interest, income taxes, depreciation and amortization of $24.2
million for the second quarter 2007 compared with
$22.8 million for the prior year second quarter.

The quarter-over-quarter results were favorably impacted by higher
system-wide volumes of about 759.4 million cubic feet per day
compared with 644.1 MMcfd for the prior year comparable quarter,
an increase of about 18%.  Increased throughput volume on the
NOARK interstate pipeline system, the addition of the Sweetwater
processing facility and an increase in Appalachia gathered natural
gas contributed to the aggregate growth in system volumes.

The company reported total assets of $799.2 million, total
liabilities of $368.5 million, and total stockholders' equity of
$302 million as of June 30, 2007.

Full-text copy of the company's financials are available for free
at http://www.marketwire.com/mw/release.do?id=757498&sourceType=1

                        Cash Distribution

The partnership declared a record quarterly cash distribution for
the second quarter 2007 of $0.87 per common limited partner unit
on June 26, 2007.  The second quarter 2007 distribution will be
paid on Aug. 14, 2007 to all unitholders of record as of
July 6, 2007.  Distributions declared per common limited partner
unit for the twelve months ended June 30, 2007 were $3.44, an
increase of $0.11 compared to the twelve months ended
June 30, 2006.  The partnership established distribution guidance
at a range of $3.80 to $4 per common limited partner unit for
2008, while also increasing the targeted distribution coverage
ratio to 1.2x.

                  Anadarko Petroleum Acquisition

On July 27, 2007, the partnership acquired control of Anadarko
Petroleum Corporation's 100% interest in the Chaney Dell natural
gas gathering system and processing plants located in Oklahoma and
its approximate 73% interest in the Midkiff/Benedum natural gas
gathering system and processing plants located in Texas.

In connection with this acquisition, the Partnership reached an
agreement with Pioneer Natural Resources Company, which provides
about 50% of the natural gas processed by the Midkiff/Benedum
system, to extend Pioneer's contract on the system for an
additional ten years through 2022.  

In conjunction with this extension, the partnership granted to
Pioneer, which currently holds an approximate 27% interest in the
Midkiff/Benedum system, an option to buy up to an additional 14.6%
interest in the Midkiff/Benedum system one year after the closing
of the Partnership's acquisition of Anadarko's interest, and up to
an additional 7.5% interest two years after the closing of the
Partnership's acquisition of Anadarko's interest.  If the options
are fully exercised, Pioneer would increase its interest in the
system to approximately 49%.  Pioneer would pay about $230 million
for the additional 22% interest if fully exercised.  The
partnership will manage and control the Midkiff/Benedum system
regardless of whether Pioneer exercises the purchase options.

The Partnership funded the purchase price of the acquisition in
part from a private placement of 25.6 million common limited
partner units, generating gross proceeds of $1.125 billion.  Atlas
Pipeline Holdings, L.P., the parent of the partnership's general
partner, purchased 3.8 million of the 25.6 million common limited
partner units issued by the partnership.  The partnership funded
the remaining purchase price with an $830 million senior secured
term loan which matures in July 2014 and a partial advance against
a new $300 million senior secured revolving credit facility which
matures in July 2013.

Atlas Holdings, which holds all of the incentive distribution
rights in the Partnership, agreed to allocate a portion of its
future incentive distribution rights to the Partnership in
connection with the Anadarko acquisition.  Atlas Holdings has
agreed to allocate up to $5 million of incentive distribution
rights per quarter to the Partnership through the quarter ended
June 30, 2009, and up to $3.75 million per quarter thereafter.

"Recent accomplishments have been transformative for our
Partnership," stated Edward E. Cohen, chairman and chief executive
officer of the partnership.  "The acquisition of Anadarko's
interest in the Chaney Dell and Midkiff/Benedum gathering and
processing systems has more than doubled our daily natural gas
processing capacity to approximately 750 Mmcfd.  In addition, our
existing assets in the Mid-Continent region generated record
gathered volumes in the second quarter 2007 of almost 700 Mmcfd.
Appalachian segment results were also strong this quarter,
providing record throughput volume of 66.2 Mmcfd from the growing
production of Atlas Energy Resources LLC.  These volumes yielded
our highest quarterly operating revenues to date of $124 million."

                 About Atlas Pipeline Partners

Atlas Pipeline Partners L.P. --
http://www.atlaspipelinepartners.com/-- is active in the   
transmission, gathering and processing segments of the midstream
natural gas industry.  In the Mid-Continent region of Oklahoma,
Arkansas, northern Texas and the Texas panhandle, the Partnership
owns and operates approximately 1,900 miles of active intrastate
gas gathering pipeline and a 565-mile interstate natural gas
pipeline.  The Partnership also operates three gas processing
plants and a treating facility in Velma, Elk City, Sweetwater and
Prentiss, Oklahoma where natural gas liquids and impurities are
removed.  In Appalachia, it owns and operates approximately 1,600
miles of natural gas gathering pipelines in western Pennsylvania,
western New York and eastern Ohio.

Atlas Pipeline Holdings, L.P. is a limited partnership formed to
own and control Atlas Pipeline Partners GP, LLC, the general
partner of Atlas Pipeline Partners, L.P., through which it owns a
2% general partner interest, all the incentive distribution rights
and 1,641,026 common units of Atlas Pipeline Partners

                          *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlas Pipeline Partners L.P. to 'B+' from 'BB-'
following the company's acquisition of control of Anadarko
Petroleum Corp.'s interests in the Chaney Dell and Midkiff-Benedum
natural gas gathering and processing systems for $1.85 billion.


AZAD ZOLNOORIAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Azad Zolnoorian
        4414 East Lincoln Drive
        Paradise Valley, AZ 85253
        Tel: (602) 595-3337

Bankruptcy Case No.: 07-03773

Chapter 11 Petition Date: August 3, 2007

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: James Evans Thompson, Esq.
                  Thompson and McGinnis
                  1850 East Thunderbird Road
                  Phoenix, AZ 85022
                  Tel: (602) 952-2661
                  Fax: (602) 569-8201

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


BENNETT ENVIRONMENTAL: Posts CDN$1.9 Mil. Net Loss in Second Qtr.
-----------------------------------------------------------------
Bennett Environmental Inc. (TSX:BEV) announced on Friday its
interim financial and operating results for the second quarter of
2007.

Bennett Environmental recorded a loss of CDN$1.9 million in the
second quarter of 2007, compared to a loss of CDN$1.8 million in
the second quarter of 2006.  Sales for the second quarter of 2007
were CDN$5.3 million compared to CDN$2.7 million for the same
period a year earlier.  Sales increased by CDN$3.6 million over
the first quarter of 2007 and net loss increased by CDN$138,143.

At the end of the second quarter of 2007 the company had cash and
cash equivalents of CDN$6.2 million and working capital of
CDN$2.7 million.

At June 30, 2007, the company's consolidated balance sheet showed
CDN$39.3 million in total assets, CDN$9.1 million in total
liabilities, and $30.2 million in total stockholders' equity.

                       Going Concern Doubt

KPMG LLP'S audit of the Bennett Environmental Inc.'s consolidated
financial statements for the years ended Dec. 31, 2006, and 2005,
is conducted in accordance with Canadian generally accepted
auditing standards., which do not permit reference to conditions
which cast substantial doubt on a company's ability to continue as
a going concern when these are adequately disclosed in the
consolidated financial statements.

During the year ended Dec. 31, 2006, the company incurred a loss
of CDN$27.0 million, and accordingly, the cash flows from
operations have been reduced significantly.  The company has an
accumulated deficit of CDN$41.3 million at Dec 31, 2006.  

AT June 30, 2007, the company's accumulated deficit increased to  
CDN$45.9 million.  There is substantial doubt about the ability of
the company to continue as a going concern. company closed the
Recupere Sol Inc. ("RSI") facility in Quebec on Nov. 4, 2006, in
order to build up production volumes.  On April 30, 2007, the
company reopened the RSI facility temporarily, and continued
production through to June 23, 2007.  Subsequent to the end of the
period on July 13, 2007, the company also closed its MRR facility
located in Cornwall.  Both facilities are expected to reopen
September 2007 when the backlog of production should reach levels
to support efficient operations.

                   About Bennett Environmental

Headquartered in Oakville, Ontario, Bennett Environmental Inc.
(Toronto: BEV.TO) -- http://www.bennettenv.com/-- is a North  
American leader in high temperature treatment services for the
treatment of contaminated soil and has provided thermal solutions
to contamination problems throughout Canada and the U.S.  Bennett
Environmental's technology provides for the safe, economical and
permanent solution to contaminated soil.


BETTY HOWARD: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Betty Gail Howard
        24353 Mornington Drive
        Valencia, CA 91355

Bankruptcy Case No.: 07-12729

Chapter 11 Petition Date: August 3, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, L.L.P.
                  660 Newport Center Drive, Suite 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ford Motor Credit Co.                                  $2,000,000
c/o Callahan McCune & Willis
1230 Columbia Street,
Suite 930
San Diego, CA 92101

James Elipas                   lawsuit                 $1,766,778
c/o Michael R. Collins
8 South Michigan Avenue,
Suite 1414
Chicago, IL 60603

John Pavlopoulos               lawsuit                   $426,439
c/o Michael R. Collins, Esq.
8 South Michigan Avenue,
Suite 1414
Chicago, IL 60603

Atrium Irvine, L.L.C.          lawsuit                   $405,472
c/o Jackson DeMarco, et al.
2030 Main Street,
Suite 1200
Irvine, CA 92614

Ivo Cozzini                                              $246,667

Thomas Pavlopoulos             lawsuit                   $209,583

Ann Yanick                     lawsuit                    $66,553

Dennis Pavlopoulos             lawsuit                    $60,833

Steve Leone                    lawsuit                    $36,700

Midnight Velvet                                              $526

Seventh Avenue                                               $222

T.U. Electric                                                $127


BI-STATE CONTRACTING: Case Summary & 18 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Bi-State Contracting, Inc.
        P.O. Box 1119
        Smiths Station, AL 36877

Bankruptcy Case No.: 07-80871

Chapter 11 Petition Date: August 6, 2007

Court: Middle District of Alabama (Opelika)

Debtor's Counsel: J. Kaz Espy, Esq.
                  Espy, Metcalf & Espy, P.C.
                  P.O. Box 6504
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  Fax: (334) 712-1617

Total Assets: $2,235,155

Total Debts:  $3,618,706

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Internal Revenue Service         941 Tax Liabilities      $424,217
801 Tom Martin Drive             Interest & Penalties
Suite 126
Birmingham, AL 35211

D&J Enterprises, Inc.                                     $224,411
3495 lee Road 10
Auburn, AL 36832

Cowin Equipment Co., Inc.                                 $205,453
P.O. Box 10624
Birmingham, AL 35202-0624

SRM Aggregates, Inc.                                      $113,903

Metrac, Inc.                                               $90,436

Best Rental Corporation                                    $74,347

Bridgefield Casualty Insurance                            $116,483

Hanson Pipe & Precast Inc.                                 $49,718

Yancey Bros Co.                                            $48,603

Harleysville Insurance Co.                                 $43,991

United Rentals Inc.                                        $42,168

Vellano Bros. Inc.                                         $39,832

Florida Rock Industries, Inc.                              $38,941

Rental Service Corporation                                 $23,954

Wright Express                                             $22,427

Thompson Carriers Inc.                                     $19,881

Columbus Quarry LLC              Judgment                  $14,609

LaFarge Building                 Judgment                  $14,310
Materials, Inc.


BLOCKBUSTER INC: Poor Performance Cues S&P to Lower Ratings to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dallas-
based Blockbuster Inc. to 'B-' from 'B'.  The outlook is negative.
      
"The ratings action reflects deteriorating operating performance
and declining credit protection metrics," said Standard & Poor's
credit analyst David Kuntz, "as the company spent more on
marketing and cut its fees for Total Access in response to
increased competitiveness in the industry."  The company also
recently amended its senior secured credit agreement to avoid
covenant violations.  "Standard & Poor's believes Blockbuster's
operating performance will remain weak," added Mr. Kuntz, "given
the industry's poor fundamentals and increasing competitiveness."


BRISTOL CDO: Fitch Junks Rating on $30 Million Class B Notes
------------------------------------------------------------
Fitch has downgraded one class and affirmed two classes of notes
issued by Bristol CDO I, Ltd.  These rating actions are effective
immediately:

  -- $61,696,817 class A-1 notes affirmed at 'AA+';
  -- $5,658,992 class A-2 notes affirmed at 'AA+';
  -- $30,000,000 class B notes downgraded to 'CCC/DR2' from
     'B/DR2' and removed from Rating Watch Negative.

Bristol is a collateralized debt obligation that closed on
Oct. 11, 2002 and is secured by a static pool of asset-backed
securities.  Vanderbilt Capital Advisors, LLC selected the initial
collateral and serves as the administrative advisor for the
transaction.  The collateral is primarily composed of ABS
(35.02%), diversified structured finance CDOs (18.65%), 2002 and
2001 vintage subprime residential mortgage-backed securities
(RMBS; 17.13%), manufactured housing RMBS (18.40%), commercial
mortgage-backed securities (CMBS; 8.01%), and corporate bonds
(2.80%).  Included in this review, Fitch discussed the current
state of the portfolio with Vanderbilt.  In addition, Fitch
conducted cash flow modeling utilizing various default timing and
interest rate scenarios to measure the breakeven default rates
going forward relative to the minimum cumulative default rates
required for the rated liabilities.

The affirmations of the class A-1 and A-2 notes (the class A
notes) are a result of the delevering of the class A and stable
collateral performance since the last review on May 1, 2006.  The
class A notes have amortized a total of 70% of their original
balance since close, and 20% of their original balance since the
last review.  According to the most recent July 11, 2007 trustee
report the weighted average rating factor has improved to 25
('B/B+') from 28 ('B') at the last review.  Additionally, the
weighted average spread and weighted average coupon have improved
slightly from the last review to 1.34% from 1.30% and to 7.33%
from 7.10% respectively.

The class A/B overcollateralization test has slightly improved to
101.33% from 100.83% at the time of the last review, however
continues to fail the trigger of 104.5%.  Despite the improvement
in collateral quality tests, current defaulted assets comprise
16.67% of the total portfolio and distressed assets make up 10.36%
of the total portfolio.

The class B notes will not receive any principal proceeds until
the class A-1 and A-2 notes have been paid in full.  After the
payment of current interest on the class A and class B notes, and
as a result of the failing A/B OC test, interest proceeds continue
to be diverted towards the pay down of the class A notes in the
interest waterfall.  To date, the class B notes have remained
current on interest and no principal proceeds have leaked towards
the payment of interest in the principal waterfall.  Additionally,
the interest rate swap is currently in the money and overhedged,
and Bristol has received payments from the swap counterparty every
payment period in 2007 to date.

The ratings on the class A and B notes address the timely payment
of interest and ultimate payment of principal by the legal final
maturity date.


CDC/IXIS CORP: Fitch Downgrades Ratings on 14 Cert. Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on two CDC/IXIS
Corporation's mortgage pass-through certificates.  Affirmations
total $1.38 billion and downgrades total $160.8 million.  Break
Loss Percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

CDC / IXIS, Series 2006-HE2
  -- $526.8 million class A affirmed at 'AAA' (BL: 31.65, LCR:
     2.20);
  -- $34.5 million class M-1 affirmed at 'AA+' (BL: 29.62, LCR:
     2.06);
  -- $32 million class M-2 affirmed at 'AA' (BL: 26.75, LCR:
     1.86);
  -- $18.5 million class M-3 affirmed at 'AA-' (BL: 24.73, LCR:
     1.72);
  -- $16.5 million class M-4 downgraded to 'A' from 'A+' (BL:
     22.48, LCR: 1.56);
  -- $16 million class M-5 downgraded to 'A-' from 'A' (BL:
     20.29, LCR: 1.41);
  -- $15 million class M-6 downgraded to 'BBB' from 'A-'(BL:
     18.22, LCR: 1.27);
  -- $14 million class B-1 downgraded to 'BBB-' from 'BBB+'(BL:
     16.24, LCR: 1.13);
  -- $11.5 million class B-2 downgraded to 'BB' from 'BBB'(BL:
     14.52, LCR: 1.01);
  -- $10 million class B-3 downgraded to 'B+' from 'BBB-'(BL:
     12.71, LCR: 0.88);
  -- $10 million class B-4 downgraded to 'B' from 'BB+'(BL:
     11.13, LCR: 0.77).

Deal Summary:
  -- Originators: (Various);
  -- 60+ day Delinquency: 20.01%;
  -- Realized Losses to date (% of Original Balance): 0.58%;
  -- Expected Remaining Losses (% of Current Balance): 14.37%;
  -- Cumulative Expected Losses (% of Original Balance):10.97%.

Series 2006-HE3
  -- $639.3 million class A affirmed at 'AAA' (BL: 30.92, LCR:
     2.44);
  -- $42.6 million class M-1 affirmed at 'AA+' (BL: 27.92, LCR:
     2.21);
  -- $30.8 million class M-2 affirmed at 'AA' (BL: 25.34, LCR:
     2.00);
  -- $19 million class M-3 affirmed at 'AA-' (BL: 23.42, LCR:
     1.85);
  -- $16.4 million class M-4 affirmed at 'A+' (BL: 21.47, LCR:
     1.70);
  -- $16.9 million class M-5 affirmed at 'A' (BL: 19.43, LCR:
     1.54);
  -- $14.9 million class M-6 downgraded to 'BBB+' from 'A-'(BL:
     17.55, LCR: 1.39);
  -- $14.4 million class B-1 downgraded to 'BBB' from 'BBB+'(BL:
     15.69, LCR: 1.24);
  -- $12.8 million class B-2 downgraded to 'BBB-' from 'BBB'(BL:
     13.87, LCR: 1.10);
  -- $7.2 million class B-3 downgraded to 'BB' from 'BBB-'(BL:
     12.72, LCR: 1.01);
  -- $8.2 million class B-4 downgraded to 'BB-' from 'BB+'(BL:
     11.39, LCR: 0.90);
  -- $10.3 million class B-5 downgraded to 'B' from 'BB'(BL:
     10.06, LCR: 0.80).

Deal Summary:
  -- Originators: (Various);
  -- 60+ day Delinquency: 16.09%;
  -- Realized Losses to date (% of Original Balance): 0.14%;
  -- Expected Remaining Losses (% of Current Balance): 12.65%;
  -- Cumulative Expected Losses (% of Original Balance):10.62%.

These transactions were placed on 'Under Analysis' on July 12,
2007.  The rating actions are based on changes that Fitch has made
to its subprime loss forecasting assumptions adopted after the
analysis of the June 2007 remittance data.  The updated
assumptions better capture the deteriorating performance of pools
from 2006 and late 2005 with regard to continued poor loan
performance and home price weakness.  

  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June
     12, 2007);
  -- 'Fitch Affirms $20B & Downgrades $2.4B of U.S. Subprime
     RMBS; New 2005-2006 Surveillance Criteria' (Aug. 1, 2007).


CHARLES RIVER: Fitch Cuts Rating on $4.8MM Class C Notes to B
-------------------------------------------------------------
Fitch has downgraded three and affirmed five classes of notes
issued by Charles River CDO I Ltd.  These rating actions are the
result of Fitch's review process and are effective immediately:

  -- $200,423,560 class A-1A notes affirmed at 'AAA';
  -- $14,048,380 class A-1B notes affirmed at 'AAA';
  -- $20,000,000 class A-2F notes affirmed at 'AA';
  -- $15,000,000 class A-2V notes affirmed at 'AA';
  -- $3,000,000 class B-F notes downgraded to 'BB' from 'BBB' and
     removed from Rating Watch Negative;
  -- $18,000,000 class B-V notes downgraded to 'BB' from 'BBB'
     and removed from Rating Watch Negative;
  -- $4,800,000 class C notes downgraded to 'B' from 'BB' and
     removed from Rating Watch Negative;
  -- $4,682,793 combination securities affirmed at 'AAA'.

Charles River is a collateralized debt obligation that closed in
November 2002 and is managed by TCW Investment Management Company.  
Charles River has exited its reinvestment in December 2006.  
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager.  Additionally Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios to measure the breakeven default rates going
forward relative to the minimum cumulative default rates required
for the rated liabilities.

Fitch's rating actions reflect considerable credit quality
deterioration within the portfolio, primarily of subprime
residential mortgage-backed securities.  The portfolio is
currently comprised largely of subprime RMBS (48%), along with
prime RMBS and other structured finance assets.  Charles River has
approximately 26% exposure to subprime RMBS bonds of 2005 and 2006
vintages.  Since the beginning of 2007 approximately 7% of the
portfolio has been downgraded.  Further, almost 8% of the
underlying assets are currently on Rating Watch Negative.  The
majority of these actions has taken place in the last two months
and was the result of credit deterioration in the subprime RMBS
space.  The portfolio currently contains approximately 10% of
below investment grade assets.

Fitch believes that the credit deterioration in the portfolio has
increased the risk profile of the class B-F, B-V and C notes.

The ratings of the class A-1A, A-2F and A-2V notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class B-F, B-V and C notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of the principal by the legal final maturity date.  The
ratings of the class A-1B and combination securities address the
likelihood that investors will receive ultimate principal
payments, as per the governing documents.


CHASE FUNDING: Weak Performance Cues Moody's to Downgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded two tranches from Group I of
Chase Funding Trust, Series 2001-2 and has placed under review for
possible downgrade two tranches from Group I of Chase Funding
Trust, Series 2001-3.  The underlying collateral for these pools
consists of first-lien, fixed-rate, subprime residential mortgage
loans.  The loans were originated and are serviced by Chase
Manhattan Mortgage Corporation.

The certificates are being downgraded and placed on review for
possible downgrade based upon the weaker than anticipated
performance of the mortgage collateral and the resulting erosion
of credit support.  Overcollateralization levels in both pools are
currently below their floors and pipeline losses could put
pressure on the most subordinate tranches.  Furthermore, existing
credit enhancement levels may be low given the current projected
losses on the underlying pools.

Complete rating actions are:

Downgrade:

Issuer: Chase Funding Trust, Series 2001-2

-- Class IM-2, downgraded from A2 to Ba1
-- Class IB, downgraded from Baa2 to Caa1

Review for Possible Downgrade:

Issuer: Chase Funding Trust, Series 2001-3

-- Class IM-2, current rating A2, under review for possible
    downgrade

-- Class IB, current rating Baa2, under review for possible
    downgrade.


CHARTERHOUSE BOISE: Bankruptcy Filing Averts Property Auction
-------------------------------------------------------------
Charterhouse Boise Downtown Properties LLC, on August 1, 2007,
filed for protection under Chapter 11 of the Bankruptcy Code with
the U.S. Bankruptcy Court for the District of Idaho.  The
bankruptcy filing was done in an effort to prevent creditors from
selling a property, the Idaho Business Review reports.

An auction had been scheduled for August 2.

According to the report, owner Gary Rogers had planned to
construct a 34-story tower project dubbed "Boise Place."   
Financial problems however prompted Mr. Rogers to redesign and
build a shorter tower.  Mr. Rodgers had already defaulted on a
$2.6 million loan while his architect filed a $500,000 lien
against the project, the Idaho Business Review adds.

The report relates that Mr. Rogers intends to reorganize and keep
the project going.

A case summary of the company's voluntary chapter 11 petition was
published in the Troubled Company Reporter on August 3, 2007.

Headquartered in Boise, Idaho, Charterhouse Boise Downtown
Properties, L.L.C., 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.


CHRYSLER LLC: Board Names Bob Nardelli as Chairman and CEO
----------------------------------------------------------
The board of directors of Chrysler LLC has appointed Bob Nardelli
as chairman and CEO of Chrysler LLC.  The board also disclosed
that Tom LaSorda was appointed vice chairman and president of
Chrysler LLC, reporting to Mr. Nardelli.

"We are excited to welcome Bob to the Chrysler family,"
Mr. LaSorda said.  "Bob has a proven track record of success and
an unwavering focus on performance, and brings deep operational
experience and a broad industry background to Chrysler.  His
background in operations will provide valuable knowledge as we
continue Chrysler's turnaround."

"I am very excited to be part of a team focused on re-establishing
Chrysler as a standalone industry leader, with a renewed focus on
meeting the needs of customers," Mr. Nardelli said.  "Chrysler has
many deeply talented and dedicated people, and I am confident that
together we can continue the momentum of Chrysler's recovery and
return this great American icon to a path for global growth and
competitiveness."

In addition, Eric Ridenour, chief operating officer, has elected
to leave the new company to pursue other opportunities.  The COO
position will not be filled going forward. "Eric gave this company
23 years of great service and leadership," Mr. LaSorda said.  "We
wish him well in his new pursuits."

Concurrent with the close of the Chrysler transaction on Aug. 3,
2007, the new board of directors of Chrysler LLC was formed.  It
consists of 11 members, including Mr. Nardelli, Mr. LaSorda,
representatives of Cerberus and Daimler, and independent
directors.

Cerberus and Chrysler thank Wolfgang Bernhard for his
contributions leading to the closing of this transaction.  Both
Cerberus and Chrysler had looked forward to his continuing
contributions as non-executive chairman of Chrysler, however due
to personal and family reasons he was not able to accept that
role.

Cerberus has also asked, and Tom LaSorda has agreed, to serve as
the vice chairman of Cerberus Operating and Advisory Company LLC,
Cerberus' proprietary operations advisory affiliate.  In that
role, Mr. LaSorda will assist in the continuing development of
COAC, which works closely with the portfolio companies in which
the funds and accounts managed by Cerberus are invested.

Prior to joining Chrysler, Mr. Nardelli served as chairman,
president and CEO of The Home Depot beginning in 2000.  During his
tenure at The Home Depot he doubled sales as well as the number of
store operations; moved globally into Mexico and China; and
delivered more than 20% earnings-per-share growth for four
consecutive years while growing dividends from 16 cents to
90 cents per share.  Mr. Nardelli also has extensive senior
operations experience in manufacturing and transportation systems.

Mr. Nardelli received his bachelor's degree in business from
Western Illinois University and earned a Master of Business
Administration from the University of Louisville.

Mr. Nardelli, an Atlanta resident, chairs the Atlanta board of
visitors of the Savannah College of Art and Design and has also
served on president Bush's Council on service and civic
participation.  He has also chaired the advisory board for the
nonprofit group Hands on Network and strongly supported KaBoom!, a
national nonprofit organization building community playgrounds.

Mr. Nardelli has received numerous awards for his strong
support of military veterans, and received the Distinguished
Pennsylvanian Award from Gannon University (1995) and the
Distinguished Alumni Award from the College of Business and
Technology at Western Illinois University (1997 and 1999).  He is
an alumni fellow and 2001 Alumnus of the Year of the University of
Louisville, and serves on the national visiting committee advisory
board, University of Louisville Graduate School of Business.

              About Cerberus Capital Management LP

Headquartered in New York City, Cerberus Capital Management LP --
http://www.cerberuscapital.com/-- is a private investment firm  
that specializes in providing both financial resources and
operational expertise to help transform undervalued companies into
industry leaders for long-term success and value creation.  
Cerberus has affiliate and/or advisory offices in Atlanta,
Chicago, Los Angeles, London, Baarn, Frankfurt, Tokyo, Osaka and
Taipei.  Cerberus holds controlling or significant minority
interests in companies around the world.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC produces
Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products.
Its product lineup features some of the most recognizable
vehicles, including the Chrysler 300, Jeep Commander and Dodge
Charger.  

                        *     *     *

As reported in the Troubled Company Reporter on July 4, 2007,
Fitch has initiated rating coverage on Chrysler LLC by assigning
these ratings: long-term issuer default rating 'B+'; $10 billion
first-lien loan 'BB+/RR1'; $2 billion second-lien loan 'BB+/RR1'.

Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating on Chrysler LLC.

At the same time, Standard & Poor's assigned its 'B' long-term
counterparty credit rating to Chrysler affiliate DaimlerChrysler
Financial Services Americas LLC.  The outlooks on both companies
are negative.  The linkage of the ratings on the two companies
reflects our consideration of DCFS as a captive finance company
and is driven primarily by the strong business ties between the
two entities.


CHRYSLER LLC: S&P Assigns BB- Rating on $5 Bil. Term Loan Tranche
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC's (B/Negative/--) $10 billion senior
secured first-lien term loan facility due 2013, following various
changes to terms and conditions prior to closing.  The
$10 billion first-lien term loan now consists of a $5 billion
"first-out" tranche and a $5 billion "second-out" tranche, so the
aggregate amount of first-lien debt remains unchanged.
     
Accordingly, S&P assigned a 'BB-' rating to the $5 billion "first-
out" first-lien term loan tranche.  This rating, two notches above
the corporate credit rating of 'B' on Chrysler LLC, and the '1'
recovery rating indicate S&P's expectation for very high (90%-
100%) recovery in the event of payment default.  S&P also assigned
a 'B' rating to the $5 billion "second-out" first-lien term loan
tranche.  This rating, the same as the corporate credit rating,
and the '3' recovery rating indicate S&P's expectation for a
meaningful (50%-70%) recovery in the event of payment default.
     
At the same time, S&P affirmed its rating on Chrysler LLC's
$2 billion second-lien term loan due 2014.  The corporate credit
rating was not affected by the higher margins on the first-lien
and second-lien term loans, which will reduce cash flow protection
measures.
     
In the new first-lien structure, the "first-out" first-lien term
loan holders enjoy added protection provided by their enhanced
position in the recovery process relative to the "second-out"
first-lien term loan holders.  The new structure resulted in
better recovery estimations for the "first-out" first-lien term
loan holders (from the upper 70%-90% range for the initially
proposed $10 billion first-lien term loan to 90%-100% for the
$5 billion "first-out" piece).  The recovery prospects for the
$5 billion "second-out" first-lien term loan holders are
diminished as a result of their standing behind the "first-out"
holders, and are now in the high end of the 50%-70% range.  The
previous 'B+' loan rating and '2' recovery rating on the
$10 billion first-lien term loan are withdrawn.
     
S&P note that certain changes made to the first-lien and second-
lien structures did not impact our recovery analysis:

     -- The maturities of the first-lien and second-lien term
        loans are shorter;

     -- The pricing on the "first-out", "second-out" tranches is
        higher than the original single first-lien tranche;
     -- Cash of $2.5 billion will be included in the first-lien
        borrowing base and held in a collateral account managed
        by the agent bank;

     -- The provision for an accordion feature in the first lien
        has been eliminated; and

     -- The second lien will now be governed by a borrowing base
        and the delayed draw period extended to 12 months,
        although in S&P's recovery analysis they continue to
        assume this loan in fully drawn.

The first-lien and second-lien term loans closed as part of the
purchase of Chrysler LLC.  The $2 billion second-lien debt is now
held by Cerberus Capital Management LP ($500 million) and
DaimlerChrysler AG (DCX; BBB/Watch Pos/A-2; $1.5 billion).  After
one year, DCX has the right to sell this loan to investors.  S&P's
recovery ratings are still preliminary and subject to receipt and
review of final documentation.  S&P would review the recovery
ratings if further changes are made to any terms and conditions in
conjunction with future sales of the financings.  


Ratings List
Chrysler LLC
Corporate credit rating            B/Negative/--


Ratings Assigned
$5 billion first-out first-lien term loan due 2013   
                                   BB- (Recovery rtg: 1)

$5 billion second-out first-lien term loan due 2013  
                                   B (Recovery rtg: 3)

Rating Withdrawn
$10 billion first-lien term loan due 2014            
                                   B+ (Recovery rtg: 2)

Rating Affirmed
$2 billion second-lien term loan due 2014            
                                   B- (Recovery rtg: 5)


CITICORP MORTGAGE: S&P Affirms Ratings on 31 Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 31
series issued by Citicorp Mortgage Securities Inc.     
     
The affirmations reflect remaining credit support that is
sufficient to support the certificates at their current rating
levels.  Credit support for the transactions differs depending on
the year of issuance.  All outstanding CMSI series through 1989
have a Citicorp-limited guarantee as the sole source of credit
support.  Beginning with series 1990-5, subordination and spread
accounts were added to the Citicorp guarantee for credit support.  
Starting in 1991, the Citicorp guarantee was replaced by an
initial cash deposit.  Each series since 1993-14 has a
senior/subordinate structure without a spread account.  Finally,
series 1992-7 has a certificate guarantee insurance policy issued
by MBIA Insurance Corp.
     
The collateral backing the certificates listed below, except for
those in series 1988-11, 1988-17, 1989-1, 1989-13, 1989-19, and
1992-7 (which contain adjustable-rate mortgage loans), consists of
prime jumbo fixed-rate 15- and 30-year mortgage loans secured
primarily by single-family detached residential properties.


                         Ratings Affirmed

                Citicorp Mortgage Securities Inc.

          Series        Class                       Rating
          ------        -----                       ------
          1987-1        P-T                         AA
          1987-3        A1                          AA
          1987-10       A1                          AA
          1988-1        A-3                         AA
          1988-11       A-1                         AA
          1988-17       A-1                         AA
          1989-1        A-1                         AA
          1989-13       A1                          AA
          1989-19       A-1                         AA
          1990-5        A-4, A-7                    CC
          1990-9        A-3                         B
          1992-7        A-1                         AAA
          1993-14       A-3, A-4, A-5               AAA
          1994-3        A-13, A-5                   AAA
          1994-5        A-7                         AAA
          2002-11       IA-4, IA-13, IA-14          AAA
          2002-11       IIA-1, IIIA-1, A-PO         AAA
          2002-12       IA-5, IA-13, IA-14          AAA
          2002-12       IA-15, IA-PO, IIA-1         AAA
          2002-12       B-1, B-2                    AAA
          2002-12       B-3                         AA+
          2003-1        A-3, A-3A, A-4, A-65, B-1   AAA
          2003-1        B-2                         AA+
          2003-1        B-3                         AA
          2003-3        A-1, A-2, A-4, A-5, A-6     AAA
          2003-3        A-7, A-8, A-16, A-17, A-18  AAA
          2003-3        A-19, A-20, A-21, A-22      AAA
          2003-3        A-23, A-26, A-30, A-PO      AAA
          2003-3        A-IO                        AAA
          2003-4        A-1, A-2, A-3, A-4          AAA
          2003-4        A-5, A-IO, B-1              AAA
          2003-4        B-2                         AA+
          2003-4        B-3                         AA-
          2003-4        B-4                         BBB
          2003-4        B-5                         B+
          2003-6        IIA-1, IIA-2, IIA-3         AAA
          2003-6        IIA-IO                      AAA
          2003-6        B-1                         AA
          2003-6        B-2                         A
          2003-6        B-3                         BBB
          2003-6        B-4                         BB
          2003-6        B-5                         B
          2003-7        A-1, A-PO, A-IO             AAA
          2003-7        B-1                         AA
          2003-7        B-2                         A
          2003-7        B-3                         BBB
          2003-7        B-4                         BB
          2003-7        B-5                         B
          2003-8        A-1, A-2, A-3, A-4          AAA
          2003-8        A-5, A-6, A-7, A-8          AAA
          2003-8        A-9, A-10, A-11, A-12       AAA
          2003-8        A-13, A-14, A-15, A-16      AAA
          2003-8        A-PO, A-IO                  AAA
          2003-9        A-1, A-2, A-3, A-4          AAA
          2003-9        A-5, A-6, A-7, A-8          AAA
          2003-9        A-9, A-10, A-11, A-12       AAA
          2003-9        A-13, A-14, A-15            AAA
          2003-9        A-16, A-17, A-18            AAA
          2003-9        A-IO, A-24, A-23            AAA
          2003-9        A-22, A-21, A-20            AAA
          2003-9        A-19, A-PO                  AAA
          2003-9        B-1                         AA
          2003-9        B-2                         A
          2003-9        B-3                         BBB
          2003-9        B-4                         BB
          2003-9        B-5                         B
          2003-10       A-1, A-3, A-4, A-PO, A-2    AAA
          2003-10       B-1                         AA
          2003-10       B-2                         A
          2003-10       B-3                         BBB
          2003-10       B-4                         BB
          2003-10       B-5                         B
          2003-11       IA-1, IA-2, IA-3, IA-4      AAA
          2003-11       IA-5, IA-6, IA-7, IA-8      AAA
          2003-11       IA-PO, IA-IO, IIA-IO        AAA
          2003-11       IIA-1, IIA-2, IIA-3, IIA-4  AAA
          2003-11       IIA-5, IIA-6, IIA-7, IIA-9  AAA
          2003-11       IIA-10, IIA-11, IA-8        AAA
          2003-11       IIA-12, IIA-13, IIA-14      AAA
          2004-3        A-1, A-2, A-3, A-4, A-5     AAA
          2004-3        A-6, A-7, A-8, A-9, A-10    AAA
          2004-3        A-11, A-12, A-PO            AAA
          2004-4        A-1, A-2, A-3, A-4, A-5     AAA
          2004-4        A-6, A-7, A-8, A-9, A-10    AAA
          2004-4        A-11, A-12, A-13, A-PO      AAA
          2004-4        B-1                         AA
          2004-4        B-2                         A
          2004-4        B-3                         BBB
          2004-4        B-4                         BB
          2004-4        B-5                         B
          2004-5        IA-1, IA-2, IA-3, IA-4      AAA
          2004-5        IA-5, IA-6, IA-7, IA-8      AAA
          2004-5        IA-9, IA-10, AI-11, IA-12   AAA
          2004-5        IA-13, IA-14, IA-15         AAA
          2004-5        IA-16, IA-17, IA-18         AAA
          2004-5        IA-19, IA-20, IA-21         AAA
          2004-5        IA-21, IA-22, IA-23         AAA
          2004-5        IA-24, IA-25, IA-26         AAA
          2004-5        IA-27, IA-28, IA-29         AAA
          2004-5        IA-30, IA-31, IA-PO         AAA
          2004-5        IIA-1, IIA-2, IIA-3         AAA
          2004-5        IIA-4, IIA-5, IIA-6         AAA
          2004-5        IIA-PO, IIIA-1, IVA-1       AAA
          2004-5        IVA-2, IVA-3, IVA-PO        AAA
          2004-5        B-4                         BB
          2004-5        B-5                         B
          2004-7        IA-1, IA-2, IA-3            AAA
          2004-7        IA-4, IA-5, IA-6            AAA
          2004-7        IA-7, IA-8, IA-PO           AAA
          2004-7        IIA-1, IIA-PO               AAA
          2005-8        IA-2, IA-3, IA-4            AAA
          2005-8        IA-5, IA-6, IA-7            AAA
          2005-8        IA-8, IIA-1, IIA-2          AAA
          2005-8        IIA-3, A-PO, IA-1           AAA
          2005-A1       IA-6, IIA-1, A-PO, IA-5     AAA
          2005-A1       IA-4, IA-3, IA-2, IA-1      AAA
          2005-A1       B-1                         AA
          2005-A1       B-2                         A
          2005-A1       B-3                         BBB
          2005-A1       B-4                         BB
          2005-A1       B-5                         B


CMP SUSQUEHANNA: Moody's Lowers Corporate Family Rating to B2
-------------------------------------------------------------
Moody's Investors Service downgraded CMP Susquehanna Corp.'s
Corporate Family Rating to B2 from B1.

In addition, Moody's downgraded CMP's $800 million senior secured
credit facility ($100 million senior secured revolver due 2012,
$700 million senior secured term loan due 2013) to B1 from Ba3 and
$250 million senior subordinated notes due 2014 to Caa1 from B3.

The downgrade reflects Moody's expectation that leverage will
exceed 8.5 times by fiscal year end 2007 and remain high over the
rating horizon as a result of weaker than expected operating
performance in several of CMP's markets.

Ratings/assessments downgraded:

CMP Susquehanna Corp.

-- Corporate family rating -- from B1 to B2

-- Probability-of-default rating -- from B1 to B2

-- Revolving credit facility due 2012 -- from Ba3 (LGD 3, 37%) to
    B1 (LGD 3, 37%)

-- Term loan facility due 2013 -- from Ba3 (LGD 3, 37%) to B1
    (LGD 3, 37%)

-- Senior subordinated notes due 2014 -- from B3 (LGD 5, 89%) to
    Caa1 (LGD 5, 89%)

Ratings/assessments affirmed:

-- Speculative grade liquidity rating -- SGL 2

The outlook is stable.

CMP's ratings reflect the company's high fiscal year end 2006 debt
to EBITDA leverage of 9.3x, incorporating Moody's standard
adjustments and pro forma for full year of ownership of station
assets, substantial revenue concentration in two markets and
weakness in the company's operating and financial performance as
compared to Moody's prior expectations.  The rating also
incorporates the company's modest free cash flow relative to debt,
the highly competitive nature of the radio industry, the inherent
cyclicality of the advertising market, and Moody's belief that
radio is a mature industry with modest growth prospects.

The ratings are supported by the company's improved EBITDA
margins, large market presence and high proportion of more stable
local advertising revenue.  In addition, despite not being a
wholly owned subsidiary of Cumulus Media, Inc., CMP benefits from
Cumulus' experienced management team and clustering of CMP's
stations with those of Cumulus.

CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a
wholly-owned subsidiary of Cumulus Media Partners LLC, the private
partnership formed by Cumulus Media, Inc. and a consortium of
private equity sponsors.  CMP Susquehanna Corp. owns and operates
33 radio stations in 8 markets in the U.S.


CMS ENERGY: Reduced Business Risk Cues Fitch's Positive Watch
-------------------------------------------------------------
Fitch places the ratings of CMS Energy Corp. and Consumers Energy
Co. on Rating Watch Positive.  The Rating Watch Positive reflects
the continuing reduction of business risk that resulted from the
substantial completion of the asset sale and restructuring program
and the company's plan to reduce parent debt by
$650 million using a portion of the $1.6 billion of proceeds from
non-strategic asset sales that closed in 2007.  Fitch previously
raised the ratings of both CMS and Consumers in March 2007, and
commented on the favorable credit outlook and the benefits of the
simplified business portfolio.

Fitch expects to resolve the Rating Watch status within the next
several months following Fitch's refinement of the expected
improvements in forecasted credit ratios, which will hinge in part
on the progress of Consumers' pending electric and gas rate cases.  
Consumers has requested a $282 million increase in its electric
tariffs, and Michigan Public Service Commission staff is scheduled
to file its testimony on the inclusion of the acquired Zeeland
plant in the utility's rate base and the utility's request for an
interim tariff increase on Sept. 18.  Also, Consumers' gas rate
case ($88 million increase requested) could be settled in the near
term; the PSC staff has recommended an increase of $35 million.

These ratings have been placed on Rating Watch Positive:

CMS
  -- Issuer Default Rating 'BB-';
  -- Senior secured bank loan at 'BB+';
  -- Senior unsecured debt at 'BB-';
  -- Preferred stock 'B'.

CMS Energy Trust I
  -- Preferred stock 'B'.

Consumers Energy
  -- IDR 'BB+';
  -- Senior secured debt 'BBB';
  -- Senior unsecured debt 'BBB-';
  -- Preferred stock 'BB+'.

Consumers Energy Financing I
  -- Preferred stock 'BB+'.

CMS is a utility holding company whose primary subsidiary is
Consumers, a regulated electric and gas utility serving customers
in the Lower Peninsula of Michigan.  Equity investments by CMS
into Consumers using a portion of the asset sales proceeds will
partially fund system investments that will grow the rate base.  
CMS has essentially completed a restructuring and will focus on
investments in regulated Michigan operations.


CNC: Fitch Affirms BB Rating on $7.8 Million Class C Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed CNC's pass-through certificates, series
1994-1, as:

  -- $3.9 million class B at 'AAA';
  -- $7.8 million class C at 'BB'.

The $7.8 million class D remains at 'CCC/DR1'.  Classes A-1
through A-3 have paid in full.

The affirmations reflect scheduled amortization since the last
review.  As of the July 2007 distribution date, the pool's
aggregate certificate balance has decreased 89.8% to
$19.5 million from $192.1 million at issuance.  Of the original 68
credit-tenant leases in the pool, 13 remain outstanding.

There are currently only four credit tenants: Kmart (61.6%), Food
Lion (23.9%), Winn-Dixie (2.9%) and Walgreens (1.6%).  The ratings
of CTL transactions are highly sensitive to the movements of the
corporate credit ratings of the underlying tenants.

Sears Holdings Corporation (Holdings is the parent company of
Sears and Kmart), the credit tenant with the largest exposure in
the pool, is rated 'BB' with a Stable Outlook by Fitch.


COFFEYVILLE RESOURCES: Moody's Junks Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service downgraded Coffeyville Resources LLC's
CRL's Corporate Family Rating from B3 to Caa1 and its senior first
secured debt ratings from B3 (LGD 3; 31%) to Caa1 (LGD 3; 31%) and
assigned a developing outlook.

CRL's ratings were downgraded to a B3 Corporate Family Rating on
July 16, 2007 and left under review for downgrade after its
Coffeyville, Kansas refinery incurred an emergency shut down due
to a record surge and flash flood of the nearby Verdigris River.
The refinery incurred damage and the incident led to a spill of
about 71,000 gallons of petroleum products into the adjacent
community and regional river system.  The incident further delayed
a planned initial public offering that was essential for CRL to
retain its initial ratings.

Moody's downgrades consider that CRL has yet to finalize essential
back up funding arrangements; the liquidity raising exercise is
taking place in very difficult financial market conditions and
while CRL remains in the midst of assessing its liquidity and
capital requirements; Moody's expect significant debt incurrence
and large irrevocable cash obligations under its uncovered hedge
facility at a time of already very high leverage; and the full
environmental and legal liabilities arising from the Verdigris
flood will not be known for several months.

In Moody's view, CRL's ability to arrange additional liquidity may
depend on the backing of its principal sponsors, Goldman Sachs
Capital Partners and Kelso Investment Associates.  The source and
terms of such funding remain undefined.

The downgrades also consider that CRL's back-up liquidity effort
and timing for re-attaining full cash flow could be further
complicated by the inherent risks involved with the restart of
Coffeyville.  An emergency shutdown always carries the risk of
increased technical difficulties upon restart or a delay in
attaining full production to design specifications.  This could be
further complicated because Coffeyville did not have time to
complete its full regimen of emergency shut down procedures and it
also has incurred substantial repairs to its essential system of
pumps, motors, and associated fittings.  CRL states that major
process units and equipment were not directly impacted by the
flood but that damage to hundreds of individually minor, but
systemically vital, motors and pumps was extensive.

The developing outlook reflects a wide range of potential
outcomes.  The outlook and ratings will be impacted by the timing,
sequence, and degree to which CRL's back-up liquidity, refinery
re-start, full eventual liquidity and remedial capital
requirements, de-leveraging plan, heavy cash obligations under its
commodity hedges, and environmental and litigation liabilities are
successfully clarified and covered by cash flow and/or equity
infusions from its private sponsors or from a long-delayed initial
public offering.  The outlook indicates prospects in the near-to-
medium term, depending on specific outcomes in that timeframe, of
either a downgrade or a stable outlook, and also recognizes the
prospect that a successful resolution of those factors could
result in a positive rating before six to twelve months.

The ratings remain restrained until CRL:

   i. completes its full assessment and resolution of its
      liquidity and capital requirements,

  ii. completes its post-flood refinery repairs,

iii. attains successful start-up and performance to design
      specifications of the Coffeyville refinery,

  iv. more reliably can delimit its potential liabilities for
      environmental and property casualty damage and related  
      litigation, and

   v. Moody's assesses expected leverage and cash flow coverage
      after refinery start-up.

The assigned ratings also match the Caa1 corporate family rating
indicated by Moody's independent refining rating methodology.

As incorporated into Moody's downgrade of July 16, 2007, GSCP and
Kelso have provided guaranties to back CRL's very large cash
obligations under its hedging arrangements with GSCP sister
affiliate, J. Aron & Company.  The guarantees secured the deferral
of about $89 million of hedge settlement payments due in two
installments on July 25 and Aug. 5, 2007, until Sept. 7, 2007 at
which time J. Aron will assess a further extension of the due date
for CRL's hedge payments.  Assuming CRL attained full cash flow by
the end of August 2007, it would still face the immediate need for
new funding for repairs, the rebuild of crude oil inventories, and
its hedge payments.

Together, the J. Aron obligations and new capital spending
requirements add significant additional debt to CRL's capital
structure.  This may eventually be partially mitigated to the
degree that CRL's casualty insurance payments eventually arrive.
In need, CRL also expects payments from its business interruption
insurance which would become effective August 15 if operations
have not yet commenced, and a modest amount of cash flow from its
adjacent fertilizer plant which commenced operation on
July 18, 2007.  However, insurers' assessment processes pose the
inherent risks of altered timing and amount of such payments.

Coffeyville may also be exposed to litigation claims following a
July 30 announcement by Kansas health department which has
identified an open valve in the refinery as the main cause of the
71,000 gallon oil spill into the local community and regional
river system.  On July 19 CRL initiated a buy-back plan aimed at
the approximate 300 residential homes affected by the oil spill
and offering to buy the affected properties for 110% of their pre-
flood market value.

The ratings would be vulnerable if some combination of CRL's
sponsor support, business interruption insurance, remediation
costs, start-up date, start-up complications, crude oil supplier
arrangements and costs, sector market conditions, CRL's financial
obligations, or its environmental and litigation liabilities
exceed CRL's stand-alone resources or its equity sponsors'
willingness to supplement CRL liquidity.  CRL also faces the
inherent risk of cost overruns on its major repairs and equipment
replacement in a tight market for components and engineering and
construction services.

Once CRL re-attains sustained performance to design
specifications, a higher rating may be supported by expected sound
2007 sector refining margins; CRL's established sound crude oil
sourcing tactics and logistics and diversified crude oil sources;
its strong regional refined product distribution logistics and
proximity to end-user markets; reduced leverage with proceeds of
CRL's potential eventual IPO; and, as long as CRL is up and
running, the generally protective aspects of CRL's crack spread
hedge on somewhat less than 60% of its expected production.
However, as currently seen, such hedges are a major liability when
a refinery is not operating.  The ratings would also benefit from
a degree of diversification provided by CRL's fertilizer business
which recently came back on line and is currently benefiting from
sound fertilizer prices.

In the twelve months ended June 30, 2007, CRL reported about
$250 million of adjusted EBITDA (over $300 million if turnaround
costs are capitalized) and pro-forma EBIT/total throughput barrels
in the range of its B-rated peers.  This predominantly reflected
historic sector crack spreads and crude oil quality price
differentials and secondarily CRL's more opportunistic crude oil
sourcing, important ongoing operating improvements, and increased
direct sales of refined product.  In Moody's view, given the macro
and sector operational forces at work, the sector has already seen
its cyclical peaks and refining margins will moderate during 2007.

The Caa1 first secured ratings apply to CRL's $775 million senior
first lien secured term loan and its $150 million senior first
lien secured revolving credit facility.  CRL reports that it
retains the ability to draw under its revolver, with $75 million
reportedly available for cash borrowings.  Under Moody's Loss
Given Default Methodology, CRL's Probability of Default Rating is
reduced from Caa1 to Caa2.  That rating is below the corporate
family rating due to CRL's all-bank pari-passu first secured
capital structure.

Coffeyville Resources LLC is headquartered in Sugar Land, Texas.


CONSECO, INC: AM Best Downgrades Issuer Credit Rating
-----------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to B+
(Good) from B++ (Good) and the issuer credit ratings to "bbb-"
from "bbb+" of Conseco, Inc.'s core insurance subsidiaries.

Concurrently, A.M. Best downgraded the ICR and the senior debt
rating to "bb-" from "bb+" of Conseco.  Additionally, A.M. Best
has downgraded the FSR to C++ (Marginal) from B- (Fair) and the
ICR to "b" from "bb-" of Conseco Senior Health Insurance Company.
The outlook for all ratings has been revised to negative from
stable.

CSH houses the majority of Conseco's run-off long-term care block
and continues to exhibit volatile operating results, exemplified
by the second quarter 2007 claim reserve strengthening of $110
million.  This was Conseco's second significant run-off LTC claim
reserve strengthening in six months, following the fourth quarter
2006 charge of $54 million.  CSH's ratings recognize that it is
capitalized at regulatory minimums, incorporating substantial
capital infusions from Conseco over the last two years.

The rating actions reflect the impact of these charges, which
exceeded A.M. Best's expectations, on the overall financial
strength of the organization. A.M. Best remains cautious regarding
the future performance of the run-off LTC block given the
significance of the most recent reserve strengthening.  In
addition, the recent reoccurrence of "one-time" charges related to
cost of insurance litigation, data refinements, valuation error
corrections and back office consolidation/reorganization has
diminished A.M. Best's confidence with respect to Conseco's
ability to generate consistent, sustainable earnings in the near
to medium term.

These factors, coupled with unfavorable operating trends at
Conseco Insurance Group, reduced holding company flexibility and
elevated regulatory risk erode Conseco's overall business profile,
a key contributor to a company's long-term financial strength.

The FSR has been downgraded to B+ (Good) from B++ (Good) and ICRs
to "bbb-" from "bbb+" for these core insurance subsidiaries of
Conseco, Inc.:

   -- Bankers Life and Casualty Company
   -- Colonial Penn Life Insurance Company
   -- Conseco Health Insurance Company
   -- Conseco Insurance Company
   -- Bankers Conseco Life Insurance Company
   -- Conseco Life Insurance Company
   -- Washington National Insurance Company

This debt rating has been downgraded:

Conseco, Inc. --
   -- to "bb-" from "bb+" on $300 million 3.5% senior unsecured
      convertible debentures, due 2035


COVANTA HOLDING: To Redeem 8-1/2% and 7-3/8% Senior Secured Notes
-----------------------------------------------------------------
Covanta Holding Corporation plans to redeem:

   a) all outstanding Senior Secured Notes due 2010, issued
      by MSW Energy Holdings LLC and its wholly owned subsidiary,
      MSW Energy Finance Co., Inc., at a redemption price equal to
      104.250% of the aggregate principal amount plus accrued and
      unpaid interest, on Sept. 6, 2007; and

   b) all outstanding 7-3/8% Senior Secured Notes due 2010, issued
      by MSW Energy Holdings II LLC and its wholly owned
      subsidiary, MSW Energy Finance Co. II, Inc., at a redemption
      price equal to 103.688% of the aggregate principal amount
      plus accrued and unpaid interest, on Sept. 6, 2007.  

MSW I and MSW II intend to provide the holders of the outstanding
notes with formal notices of redemption on Aug. 6, 2007.

As of June 30, 2007, the remaining principal amount outstanding of
the MSW I Notes and MSW II Notes was $5.6 million and $0.5
million.  The planned redemptions will complete Covanta's debt
refinancing that was initiated in January 2007.

Headquartered in Fairfield, New Jersey, Covanta Holding Corp. --
http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  Covanta has operations in the
Philippines, China, Costa Rica, India, and Bangladesh.

                          *     *     *

The company carries Standard & Poor's Ratings Services' BB-
corporate credit rating with a stable outlook.  It also carries
Moody's Investors Service's Ba2 Corporate Family Rating.


CREDIT AND REPACKAGED: Moody's Cuts Rating on $20MM Tranche Notes
-----------------------------------------------------------------
Moody's Investors Service lowered its rating on this class of
notes issued by Credit and Repackaged Securities Limited 2005-2:

-- $20,000,000 Tranche Notes due June 21, 2010

Prior Rating: Baa3, on watch for possible downgrade

Current Rating: Ba3

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying reference
portfolio, consisting primarily of non-investment grade corporate
entities.


DAIMLERCHRYSLER AG: Completes Chrysler Group's Interest Transfer
----------------------------------------------------------------
DaimlerChrysler AG has closed the transfer of a majority interest
in the Chrysler Group and for the related financial services
business in NAFTA to a subsidiary of Cerberus Capital Management
LP, a private-equity company.

A subsidiary of Cerberus takes over 80.1% in the Chrysler Holding
LLC, while DaimlerChrysler retains a 19.9% interest, as disclosed
in May 2007.

The effects on the financial statements of DaimlerChrysler will be
explained on Aug. 29, 2007.

Basically, the conditions of the transaction and the economic
effects have not changed since the agreement was signed on May 14,
2007.

Furthermore, DaimlerChrysler and Cerberus have agreed to support
the financing of the majority takeover of Chrysler by Cerberus in
light of highly volatile US loan markets.  Both companies will
subscribe $2 billion of second lien debt for Chrysler's automotive
business, to be drawn within 12 months.

DaimlerChrysler's portion will be $1.5 billion.  The debt will
be priced at market conditions. One year after the closing,
DaimlerChrysler has the right to sell this loan in the credit
market.  The maturity of this loan is 7 years.

DaimlerChrysler's financing support is a strong sign of its
overall determination to make sure that, under the majority of
Cerberus, Chrysler has a good start as a stand-alone car company.

The board of management of DaimlerChrysler AG is reduced to six
members: Tom LaSorda, Eric Ridenour and Tom Sidlik are no longer
members.  Within the board, Bodo Uebber assumes responsibility for
procurement.

Due to the new corporate structure, DaimlerChrysler AG will be
renamed as Daimler AG.  The shareholders are to decide on this
change at an Extraordinary Shareholders' Meeting in Berlin on
Oct. 4, 2007.

"This transaction marks a new chapter in the history of our
company,\u201d Dr. Dieter Zetsche, chairman of the board of
DaimlerChrysler AG and head of the Mercedes Car Group, said.  
\u201cBased on the clearly defined strategies in our Mercedes Car
Group, Truck Group, Financial Services business divisions and for
vans and buses, and our company's healthy balance sheet, we have
every reason to move confidently into the future."

                About Cerberus Capital Management LP

Headquartered in New York City, Cerberus Capital Management LP --
http://www.cerberuscapital.com/-- is a private investment firm  
that specializes in providing both financial resources and
operational expertise to help transform undervalued companies into
industry leaders for long-term success and value creation.  
Cerberus has affiliate and/or advisory offices in Atlanta,
Chicago, Los Angeles, London, Baarn, Frankfurt, Tokyo, Osaka and
Taipei.  Cerberus holds controlling or significant minority
interests in companies around the world.

                     About DaimlerChrysler AG

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

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

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

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

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


DANKA BUSINESS: June 30 Balance Sheet Upside-Down by $327.1 Mil.
----------------------------------------------------------------
Danka Business Systems PLC posted $502.4 million total assets,
$479.1 million total liabilities, $350.4 million 6.5% senior
convertible participating shares, and $327.1 million total
stockholders' deficit as of June 30, 2007.

The company also posted negative working capital with total
current assets of $358.7 million and total current liabilities of
$364.9 million.

The company reported net loss of $5 million in the fiscal year
2008 first quarter ended June 30, 2007, compared with net losses
of $12.2 million in the comparable fiscal 2007 quarter and $17.1
million in the quarter ended March 31, 2007.

Total revenue was $106.3 million, 12.9% lower than the prior year
quarter and down 6.4% sequentially.  Retail equipment, supplies
and related sales was $46.2 million for the quarter, down 14.6%
from the prior year, and down 12.5% sequentially.  Service revenue
was $57.2 million, down 9.1% from the prior year, but down only
0.8% sequentially.
    
Subsequent to the close of the quarter, the company redeemed all
of its outstanding 11% senior notes due 2010 and 10% subordinated
notes due 2008 in connection with the previously announced $145
million financing agreement with General Electric Capital
Corporation which was completed on June 25, 2007.

"The story of the first quarter is the Company's positive
operating earnings," said A.D. Frazier, Danka Chairman and Chief
Executive Officer. "This is a first step, but an important one, on
the path to positive net income. We have restructured our balance
sheet in a way that meaningfully lowers the interest burden. SG&A
continues to trend lower. We have achieved four consecutive
quarters of stabilized service revenue. While we did not achieve
the growth we expected in hardware revenue, that business remains
fundamentally sound and we expect our investments in people and
training to deliver higher equipment sales.

"Most important," concluded Mr. Frazier, "is that the marketplace
knows Danka is there. Clients and prospects, business partners and
even competitors see the changes. And that serves to drive us even
harder."

                         About Danka

Danka Business Systems PLC -- http://www.danka.com/-- provides   
enterprise imaging systems and services.


DARRYL PACE: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Darryl L. Pace, Sr.
        Latonia Y. Pace
        aka Century 21 Pacesetter Realty
        aka Pacesetter Mortgage Co.
        23076 Eddy Street
        Hayward, CA 94541

Bankruptcy Case No.: 07-42457

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

Chapter 11 Petition Date: August 3, 2007

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Lawrence L. Szabo, Esq.
                  3608 Grand Avenue, Suite 1
                  Oakland, CA 94610-2024
                  Tel: (510)834-4893

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Saxon Mortgage Services, Inc.  mortgage debt;            $538,108
P.O. Box 161489                value of collateral:
Fort Worth, TX 76161           $535,000

Homecomings Financial          mortgage; value of        $139,466
P.O. Box 78426                 collateral:
Phoenix, AZ 85062              $68,008

H.S.B.C. Mortgage Services     mortgage loan;             $75,785
P.O. Box 60113                 value of collateral:
City of Industry, CA           $18,126
91716

First Equity Card              line of credit             $30,491

Wells Fargo                    automobile; value          $22,495
                               of collateral:
                               $21,455

Bank of American                                          $19,562
Wilmington, DE

Portfolio Recovery             collection                 $12,256
Associates, L.L.C.             account

Internal Revenue Service       1040 income                $11,085

Beneficial Finance             loan                       $10,280

G.M.A.C. Payment Processing    car lease                   $6,200
Centera

Wells Fargo Payment            credit card                 $5,804
Remittance Center

J.C. Penney                    credit card                 $4,577

Internal Revenue Service       941 tax period              $3,653
                               2004

Asset Acceptance               collection account          $3,233

American Express               credit card                 $1,914

Home Depot Credit Services     credit card                 $1,868

Macy's                         credit card                 $1,171

Capital One                    credit card                 $1,059

Bank of America                credit card                   $973
Newark, DE


DAWN CDO: Moody's Reviews Ba2 Rating on $28.7 Mil. Class B Notes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the rating on these notes issued in 2002 by Dawn CDO I, Ltd., a
static structured finance collateralized debt obligation issuer:

-- The $28,700,000 Class B Second Priority Senior Secured
    Floating Rate Notes due 2037

Prior Rating: Ba2

Current Rating: Ba2 (on watch for possible downgrade)

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying collateral
portfolio, consisting primarily of structured finance securities,
as well as the occurrence of asset defaults and par losses, and
the continued failure of certain collateral and structural tests.


DELPHI CORP: Attains Tentative Accord with IUE-CWA and GM
---------------------------------------------------------
Delphi Corp. continues to make significant progress on its
transformation initiatives and has signed a Memorandum of
Understanding with four additional unions representing certain
U.S. hourly employees.  The company reached tentative pacts with
the IUE-CWA (International Union of Electronic, Electrical,
Salaried, Machine and Furniture Workers-Communications Workers of
America), International Association of Machinists (IAM),
International Brotherhood of Electrical Workers (IBEW),
International Union of Operating Engineers (IUOE) and General
Motors covering workforce transition, legacy pension items as well
as other comprehensive transformational matters.  The agreements
are subject to union ratification and approval by the U.S.
Bankruptcy Court.

"This series of tentative labor agreements demonstrates Delphi's
continued commitment to achieving a consensual resolution with all
parties in its Chapter 11 cases," John Sheehan, Delphi's chief
restructuring officer, said.  "We believe these agreements, if
ratified, provide additional traction towards our emergence."

Delphi will not comment on the details of the tentative
agreements, pending ratification by the respective unions.

Headquartered in Troy, Mich., Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier
of vehicle electronics, transportation components, integrated
systems and modules, and other electronic technology.  The
company's technology and products are present in more than 75
million vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.  The Debtors'
exclusive plan-filing period expires on Dec. 31, 2007.


EAGLE BROADBAND: Dave Micek Steps Down as Chief Executive Officer
-----------------------------------------------------------------
Dave Micek has stepped aside as chief executive officer and
president of Eagle Broadband Inc.  He has also resigned from
Eagle's Board of Directors.  Micek will remain with Eagle
Broadband in an executive capacity working on a series of
acquisition and divestiture opportunities that he has been
pursuing for Eagle.  

According to the company, the change concluded a series of cost
reduction measures which were implemented at Eagle during July,
including a 15% staff  downsizing, half of which involved reducing
overhead functions.

"Last year, Mr. Micek divested our security services business and
the operations for most of our traditional cable business.  
Earlier this year, he completed the acquisitions of the assets of
Connex and our new highly successful satellite services business.
We need Dave to exercise these skills further, as we finalize the
refocusing and restructuring of Eagle.  He can be most effective
in this capacity when unencumbered by his former chief executive
officer responsibilities," said Jim Reinhartsen, chairman of the
board for Eagle Broadband.  "The company is at a turning point
with new contracts developing, and a strengthening revenue
forecast.  In addition to focusing the company, Eagle must also
realize the revenue opportunities we face to produce the financial
results needed to drive up our stock price.  We feel that it will
enhance Eagle's prospects for success if we do not ask one person
to exercise both roles simultaneously at this time.”"

Until a new CEO is named, the company's board of directors will
work closely with Eagle's executive team regarding day-to-day
business matters to ensure that Eagle's customers experience a
flawless transition.

                     About Eagle Broadband

Headquartered in League City, Texas, Eagle Broadband Inc. (OTC BB:
EAGB) --  http://eaglebroadband.com/-- is a technology company  
that develops and delivers products and services in three core
business segments: IPTV -- Eagle Broadband's IPTVComplete(TM)
provides direct access to more than 250 channels of high-demand
programming from popular entertainment providers, often using
Eagle's high-definition, set-top boxes.

SatMAX(R) -- Eagle Broadband's SatMAX provides indoor/outdoor
communications utilizing the global Iridium-based satellite
communications system.  It offers both fixed and mobile solutions,
including the emergency first responder SatMAX Alpha "SatMAX-in-a-
suitcase" technology.

                      Going Concern Doubt

LBB & Associates Ltd. LLP in Houston, Texas, expressed substantial
doubt about Eagle Broadband Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended Aug. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative working capital, losses in 2005
and 2006, and need for additional financing necessary to support
its working capital requirements.


ELIAS HAIDAR: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Elias Alexander Haidar
        17 Chestnut Street
        Charlestown, MA 02129

Bankruptcy Case No.: 07-14888

Chapter 11 Petition Date: August 3, 2007

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: David G. Baker, Esq.
                  105 Union Wharf
                  Boston, MA 02109
                  Tel: (617) 340-3680
                  Fax: (866) 661-5328

Total Assets: $1,319,308

Total Debts:  $1,497,975

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


ELLIOTT VERNON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Elliott H. Vernon
        50 Rumson Road
        Rumson, NJ 07760

Bankruptcy Case No.: 07-21104

Chapter 11 Petition Date: August 6, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Robert A. Franco, Esq.
                  Franco & Franco
                  55 Madison Avenue, Suite 400
                  Morristown, NJ 07960
                  Tel: (973) 285-3223

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.


EMEKA OKOYE: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Emeka Nnanyelugo Okoye
        4785 Morton Bridge Lane
        Alpharetta, GA 30022-6264

Bankruptcy Case No.: 07-72714

Chapter 11 Petition Date: August 6, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: David L. Miller, Esq.
                  The Galleria - Suite 960
                  300 Galleria Parkway, Northwest
                  Atlanta, GA 30339
                  Tel: (404) 231-1933
                  Fax: (770) 955-6654

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 11 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Julian Sanders & Associates                  $22,000
951 Glenwood Avenue
Apartment 1201
Atlanta, GA 30316

Tax Commissioner, Fulton County               $5,561
141 Pryor Street, Southwest
Atlanta, GA 30303

Catalyst Natural Gas                          $2,548
P.O. Box 863943
Orlando, FL 32886

Cingular                                      $1,911

Risk Management Services                        $923

Home Depot                                      $647

HSBC Card Services                              $600

Equinox Financial Management                    $406

Macy's                                          $400

First Premier Bank                              $400

Tax Commissioner, Fulton County                 $384


EXTENDICARE REIT: Posts Equity Deficit of CDN$8 Mil. at June 30
---------------------------------------------------------------
Extendicare Real Estate Investment Trust had total assets of
CDN$1,331,389,000, total liabilities of CDN$1,339,500,000, and
total unit holders' deficiency of CDN$8,111,000.

Extendicare reported net earnings of CDN$28.3 million for the
three months ended June 30, 2007, as compared with net loss of
CDN$2.4 million for the three months ended June 30, 2006.  Total
revenues for the second quarter 2007 were CDN$443.9 million, as
compared with total revenues for the second quarter of 2006 of
CDN$425.2 million.

Earnings from continuing health care operations, prior to one-time
restructuring charges and other items, of CDN$14.1 million in the
second quarter of 2007 compared to CDN$13.7 million in the same
period in 2006.

During the 2007 second quarter results, the company had FFO from
continuing operations of CDN$24.4 million.

For the six months ended June 30, 2007, the company had net
earnings of CDN$43.7 million, as compared with net earnings of
CDN$11.4 million for the six months ended June 30, 2006.   Total
revenues for the six months ended June 30, 2007, were
CDN$900.8 million, as compared with total revenues of
CDN$846.7 million for the six months ended June 30, 2006.

"The results of the second quarter are a direct reflection of
Extendicare REIT successfully implementing its business plan which
includes continued operational improvement, particularly with
respect to Medicare admissions in our U.S. operations," commented
Phil Small, president and chief executive officer of Extendicare
REIT.  "With the completion of the recent financing and closure on
the sale of the legacy investment in Crown Life, the REIT has
substantial financial flexibility, enabling us to continue growing
the portfolio."

                      Interim CFO Appointed

Douglas J. Harris has been appointed interim chief financial
officer while the REIT conducts a search to find a permanent
replacement for the late Richard Bertrand.  Mr. Harris has been
with the Extendicare group since 1981 in various capacities, most
recently as vice president and controller of Extendicare Health
Services Inc..

                  Tendercare Acquisition Update

The acquisition of Tendercare (Michigan) Inc. remains on track to
close in the fourth quarter of 2007.  As previously indicated, a
portion of Tendercare's debt was financed by the U.S. Department
of Housing and Urban Development which has a very complex process
when it comes to ownership transfer.  The company has met with the
HUD office responsible for Tendercare, and anticipates being able
to close the transaction within the previously stated timeline.
Through the five months ended May 2007, Tendercare's portfolio
occupancy and Medicare census was 84.6% and 15.2%, respectively.

The transaction is structured to be payable with cash of
$122.5 million plus the assumption of $80 million of debt, prior
to working capital and the cost of the two development projects.
Management will determine the optimum financing of the acquisition
prior to closing.

                    Extendicare REIT Tax Status

On June 12, 2007, the Canadian House of Commons passed Bill C-52,
which includes proposals to amend the income tax rules applicable
to certain publicly traded entities that are specified investment
flow-through trusts or partnerships.  In order for Extendicare
REIT to qualify for an exemption from the proposed SIFT tax until
the earlier of 2011 or the first taxation year after 2006 in which
the REIT exceeds "normal growth" as determined under published
growth guidelines, the trust units of Extendicare REIT must have
been listed on the Toronto Stock Exchange on, or prior to,
Oct. 31, 2006.  Although all matters relating to the conversion of
Extendicare Inc. into Extendicare REIT had been completed on
Oct. 31, 2006, it was not clear whether the REIT Units were
"listed" on the TSX on Oct. 31, 2006.  Based on management's
efforts to date, including discussions with the Canada Revenue
Agency, all indications are that Extendicare REIT will not qualify
for the exemption.

Since Bill C-52 was substantially enacted in June 2007,
Extendicare REIT has recorded a provision for the additional SIFT
tax beginning with its 2007 second quarter results.  Based on
Extendicare REIT's current structure, operations and current level
of return of capital, its understanding of the SIFT proposals and
certain assumptions, management recorded a provision of
CDN$2.3 million, of which about CDN$1.1 million related to the
2007 first quarter.

The board of trustees had already considered the income tax
proposals of Bill C-52 in its determination of distributions.
Therefore, if Bill C-52 is enacted in its current form, the amount
of the current CDN$0.0925 monthly distributions is not expected to
decrease.

                  Cash Flow and Capital Resources

Cash provided by operations was CDN$53.7 million in the first half
of 2007 compared to CDN$55.3 million in the first half of 2006.
Cash provided by operations includes the activity of the
discontinued operations, and therefore, the 2006 cash amounts
include the earnings of ALC.

Property and equipment expenditures, excluding acquisitions, were
CDN$35.1 million in the first half of 2007 compared to
CDN$32.3 million in the first half of 2006.  The expenditures in
2006 included those of ALC.

Growth expenditures of the REIT were CDN$21.3 million in the first
half of 2007 compared to CDN$10.3 million in the first half of
2006, which related to the construction of new beds, building
improvements or capital costs aimed at earnings growth. The
capital costs to sustain and upgrade existing property and
equipment assets were CDN$13.8 million in the first half of 2007
compared to CDN$16.1 million in the first half of 2006.  These
expenditures fluctuate during the year with timing of projects and
seasonality.  The company estimates that based on the beds
currently operated, facility maintenance costs will be about
CDN$34 million for the year 2007, compared to CDN$32.2 million in
2006.

In the first half of 2007, Extendicare REIT generated funds from
operations of $53.7 million.  total distributable income was
cdn$55 million and adjusted funds from operations was
CDN$48.3 million.  The board of trustees of the REIT declared
distributions of CDN$39 million in the first half of 2007,
representing CDN$36.6 million in cash and CDN$2.4 million by way
of issued units under a distribution reinvestment plan, to holders
of units of the REIT and Class B limited partnership units of
Extendicare Limited Partnership.

At June 30, 2007, EHSI had $77.4 million available under its line
of credit and cash on hand of $66.2 million.  The Canadian
operations had cash on hand of CDN$80.8 million and available bank
lines of CDN$6.1 million.  On July 5, 2007, Extendicare received
cash of CDN$40 million on the sale of its investment in Crown
Life.

Extendicare REIT's financial position continues to be strong, with
long-term debt representing 42.4% of Adjusted Gross Book Value at
June 30, 2007.  Excluding the 2014 Convertible Debentures, debt to
AGBV was 37.7% at June 30, 2007.

                       Sale of Crown Life

As previously announced, Extendicare completed the sale of its
approximate 35% equity interest in Crown Life Insurance Company on
July 5, 2007.  As at June 30, 2007, the carrying value of the
investment in Crown Life was CDN$36.6 million.  The final sale of
the investment in Crown Life, including post closing adjustments
and the recognition of a liability for specified contingent claims
will be recognized in the third quarter of 2007.

On June 29, 2007, Extendicare received CDN$45.3 million comprised
of a dividend from Crown Life and settlement of a purchase and
sale agreement with HARO Financial Corporation of certain
securities distributed by Crown Life.  On July 5, 2007, a cash
payment of CDN$40 million was received from Canada Life Assurance
Company for the shares of Crown Life.  In total, Extendicare
received cash of CDN$81.7 million and securities valued at about
CDN$3.6 million.  The cash payment from Canada Life for the Crown
Life shares is subject to a post closing adjustment to be
determined within 75 days after closing.

Under the Crown Life share sale agreement with Canada Life,
Extendicare remains responsible for certain possible specified
contingent claims against Crown Life of up to about
CDN$18.8 million and in support of the claims, has delivered
letters of credit to Crown Life in such amount.  In order to
secure the CDN$18.8 million of letters of credit, Extendicare
amended its Royal Bank of Canada line of credit to increase the
availability to CDN$70 million from CDN$50 million.  Depending on
the type of contingent liability, the letters of credit have
various terms ranging from 5 to 15 years.  The company estimates
that Extendicare's aggregate liability for such claims will not
exceed CDN$6 million.

                       About Extendicare REIT

Extendicare REIT (TSX: EXE.UN) is the parent of an indirect wholly
owned subsidiary, Extendicare Inc.  The company is a provider of
long-term care and related services in North America.  Through its
subsidiaries, Extendicare Inc. operates 234 nursing and assisted
living facilities in North America, with capacity for almost
26,900 residents.  As well, through its operations in the United
States, Extendicare Inc. offers medical specialty services such as
subacute care and rehabilitative therapy services, while home
health care services are provided in Canada.  Extendicare Inc.
employs approximately 33,100 people in North America.


FREDERICK THAYER: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Frederick Timothy Thayer
        dba Thayer Construction
        dba Thayer Carpets
        Pamela Thayer
        1800 Los Altos Drive
        San Mateo, CA 94402

Bankruptcy Case No.: 07-30995

Type of business: The Debtors provides vinyl floor covering.

Chapter 11 Petition Date: August 3, 2007

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Peter N. Hadiaris, Esq.
                  600 Harrison Street, Suite 120
                  San Francisco, CA 94107
                  Tel: (415) 593-0077

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Taylor, Bean & Whitaker        value of collateral:       $47,352
1417 North Magnolia Avenue     $20,000
Ocala, FL 34475

Wells Fargo Bank                                          $37,731
P.O. Box 522
Des Moines, IA 50306-0522

G.M.A.C. Mortgage              value of collateral:       $33,620
P.O. Box 780                   $205,000
Waterloo, IA 50704-0780

San Mateo Credit Union                                    $24,598

San Francisco Police Credit                               $24,194
Union

CapitalOne                                                $17,179

H.S.B.C. Bank Nevada                                      $13,908

Washington Mutual                                         $12,482

American Express                                           $8,629

Bank of America                                            $5,736

C.I.T. Bank                                                $5,518

Re/Max Elite                                               $4,000

C.B. Showers, Inc.                                         $2,483

The Village of Copper                                      $2,379
Basin H.O.A.

Citibank                                                     $557


FREMONT HOME: Fitch Lowers Ratings on 24 Classes of Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on four Fremont Home Loan
Trust mortgage pass-through certificates.  Affirmations total $4.2
billion and downgrades total $431 million.  Break Loss percentages
and Loss Coverage Ratios for each class are included with the
rating actions as:

Series 2006-A
  -- $464.6 million class A affirmed at 'AAA' (BL: 41.77, LCR:
     2.71);
  -- $71.7 million class M-1 affirmed at 'AA+' (BL: 29.53, LCR:
     1.92);
  -- $19.6 million class M-2 affirmed at 'AA' (BL: 27.56, LCR:
     1.79);
  -- $18.1 million class M-3 affirmed at 'AA-' (BL: 25.60, LCR:
     1.66);
  -- $17.6 million class M-4 downgraded to 'A' from 'A+' (BL:
     23.08, LCR: 1.50);
  -- $16.2 million class M-5 downgraded to 'BBB+' from 'A' (BL:
     20.72, LCR: 1.34);
  -- $15.7 million class M-6 downgraded to 'BBB-' from 'A-' (BL:
     18.39, LCR: 1.19);
  -- $13.2 million class M-7 downgraded to 'BB+' from 'BBB+' (BL:
     16.37, LCR: 1.06);
  -- $10.8 million class M-8 downgraded to 'BB' from 'BBB' (BL:
     14.59, LCR: 0.95);
  -- $8.3 million class M-9 downgraded to 'B+' from 'BBB' (BL:
     13.14, LCR: 0.85);
  -- $9.8 million class M-10 downgraded to 'B' from 'BBB-' (BL:
     11.70, LCR: 0.76).
  
Deal Summary
  -- Originators: 100% Fremont Investment and Loan;
  -- 60+ day Delinquency: 21.80%;
  -- Realized Losses to date (% of original balance): 0.31%;
  -- Expected Remaining Losses (% of Current Balance): 15.42%;
  -- Cumulative Expected Losses (% of Original Balance): 11.17%.
  
Series 2006-C
  -- $1.1 billion class A affirmed at 'AAA' (BL: 33.88, LCR:
     2.47);
  -- $81.8 million class M-1 affirmed at 'AA+' (BL: 30.39, LCR:
     2.21);
  -- $77.3 million class M-2 affirmed at 'AA' (BL: 26.22, LCR:
     1.91);
  -- $32.3 million class M-3 affirmed at 'AA-' (BL: 24.13, LCR:
     1.76);
  -- $31.4 million class M-4 affirmed at 'A+' (BL: 22.09, LCR:
     1.61);
  -- $28.7 million class M-5 downgraded to 'A-' from 'A' (BL:
     20.19, LCR: 1.47);
  -- $26.9 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     18.34, LCR: 1.34);
  -- $25.1 million class M-7 downgraded to 'BBB' from 'BBB+' (BL:
     16.51, LCR: 1.20);
  -- $15.2 million class M-8 downgraded to 'BBB-' from 'BBB+'
     (BL: 15.22, LCR: 1.11);
  -- $21.5 million class M-9 downgraded to 'BB' from 'BBB' (BL:
     13.21, LCR: 0.96);
  -- $14.3 million class M-10 downgraded to 'B+' from 'BBB-' (BL:
     11.92, LCR: 0.87);
  -- $17.9 million class M-11 downgraded to 'B' from 'BB+' (BL:
     10.63, LCR: 0.77).
  
Deal Summary
  -- Originators: 100% Fremont Investment and Loan;
  -- 60+ day Delinquency: 15.16%;
  -- Realized Losses to date (% of original balance): 0.12%;
  -- Expected Remaining Losses (% of Current Balance): 13.74%;
  -- Cumulative Expected Losses (% of Original Balance): 11.96%.
  
Series 2006-D
  -- $1.0 billion class A affirmed at 'AAA' (BL: 31.92, LCR:
     2.63);
  -- $74.1 million class M-1 affirmed at 'AA+' (BL: 28.35, LCR:
     2.34);
  -- $71.7 million class M-2 affirmed at 'AA' (BL: 24.12, LCR:
     1.99);
  -- $26.3 million class M-3 affirmed at 'AA-' (BL: 22.24, LCR:
     1.83);
  -- $30.2 million class M-4 affirmed at 'A+' (BL: 20.05, LCR:
     1.65);
  -- $27.1 million class M-5 downgraded to 'A-' from 'A' (BL:
     18.05, LCR: 1.49);
  -- $19.1 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     16.58, LCR: 1.37);
  -- $17.5 million class M-7 downgraded to 'BBB' from 'BBB+' (BL:
     15.15, LCR: 1.25);
  -- $14.3 million class M-8 downgraded to 'BBB-' from 'BBB' (BL:
     13.83, LCR: 1.14);
  -- $19.1 million class M-9 downgraded to 'BB' from 'BBB-' (BL:
     11.98, LCR: 0.99);
  -- $23.9 million class M-10 downgraded to 'B+' from 'BB+' (BL:
     10.14, LCR: 0.84).
  
Deal Summary
  -- Originators: 100% Fremont Investment and Loan;
  -- 60+ day Delinquency: 10.92%;
  -- Realized Losses to date (% of original balance): 0.02%;
  -- Expected Remaining Losses (% of Current Balance): 12.14%;
  -- Cumulative Expected Losses (% of Original Balance): 10.98%.
  
Series 2006-E
  -- $869.6 million class A affirmed at 'AAA' (BL: 32.57, LCR:
     2.78);
  -- $60.3 million class M-1 affirmed at 'AA+' (BL: 29.24, LCR:
     2.49);
  -- $61.6 million class M-2 affirmed at 'AA' (BL: 25.28, LCR:
     2.15);
  -- $20.5 million class M-3 affirmed at 'AA' (BL: 23.68, LCR:
     2.02);
  -- $30.1 million class M-4 affirmed at 'AA-' (BL: 21.05, LCR:
     1.79);
  -- $22.4 million class M-5 affirmed at 'A+' (BL: 19.05, LCR:
     1.62);
  -- $16 million class M-6 affirmed at 'A' (BL: 17.57, LCR:
     1.50);
  -- $16 million class M-7 downgraded to 'BBB+' from 'A-' (BL:
     15.98, LCR: 1.36);
  -- $11.5 million class M-8 downgraded to 'BBB' from 'BBB+' (BL:
     14.75, LCR: 1.26);
  -- $18.6 million class M-9 downgraded to 'BB+' from 'BBB' (BL:
     12.70, LCR: 1.08);
  -- $22.4 million class M-10 downgraded to 'BB-' from 'BBB-'
     (BL: 10.78, LCR: 0.92).
  
Deal Summary
  -- Originators: 100% Fremont Investment and Loan;
  -- 60+ day Delinquency: 10.34%;
  -- Realized Losses to date (% of original balance): 0.02%;
  -- Expected Remaining Losses (% of Current Balance): 11.73%;
  -- Cumulative Expected Losses (% of Original Balance): 10.90%.
  
These transactions were placed on 'Under Analysis' on July 12,
2007.  The rating actions are based on changes that Fitch has made
to its subprime loss forecasting assumptions adopted after the
analysis of the June 2007 remittance data.  The updated
assumptions better capture the deteriorating performance of pools
from 2006 and late 2005 with regard to continued poor loan
performance and home price weakness.  

  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June
     12, 2007);
  -- 'Fitch Affirms $20B & Downgrades $2.4B of U.S. Subprime
     RMBS; New 2005-2006 Surveillance Criteria' (Aug 1, 2007).


GLOBAL HOME: Court Extends Removal Period Until January 15, 2008
----------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware further extended, until Jan. 15, 2008, the
period within which Global Home Products LLC and its debtor-
affiliates can remove state court civil actions.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, told the Court that the extension will allow the
Debtors to make fully informed decisions in removing each action
and will assure that the Debtors won't forfeit valuable rights
under Section 1452 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan. 29, 2007
since filing for bankruptcy, the Debtors' efforts were directed
to:

   a) obtain Court approval for the sale of the Burnes Group
      assets and WearEver assets;

   b) address issues attendant to that sales;

   c) consider going forward alternatives for the Anchor Hocking
      business;

   d) extend and modify their dip financing; and

   e) work with key constituencies on issues relating to their
      cases.

Ms. Laura related that the Debtors did not have the opportunity to
thoroughly review actions that may be need to be removed from
other jurisdictions.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


HANOVER COMPRESSOR: Prices Tender Offers and Consent Solicitations
------------------------------------------------------------------
Hanover Compressor Company has priced its tender offers and
consent solicitations for:

   1) $200 million in aggregate principal amount of its 8.625%
      Senior Notes due 2010 (CUSIP 410768AF2);

   2) $200 million in aggregate principal amount of its 9.% Senior
      Notes due 2014 (CUSIP 410768AG0); and

   3) $150 million in aggregate principal amount of its
      7.5% Senior Notes due 2013 (CUSIP 410768AH8).

The total consideration per $1,000 principal amount of the
8.625% Notes validly tendered and not validly withdrawn prior to
5:00 p.m., New York City time, on Aug. 1, 2007 is $1,052.39, of
which $30 is the consent payment.  As of 2:00 p.m., New York City
time, on Aug. 3, 2007, the yield to maturity on the 4.25% U.S.
Treasury Note due Nov. 30, 2007, the reference security for the
8.625% Notes, was 4.863% and the tender offer yield on the 8.625%
Notes was 5.363%.

Holders whose 8.625% Notes are validly tendered at or after the
Consent Payment Deadline and prior to 5:00 p.m., New York City
time, on Aug. 17, 2007, and are accepted for payment will receive
the tender offer consideration of $1,022.39 per $1,000 principal
amount of 8.625% Notes tendered, which amount does not include the
$30 consent payment.

The total consideration per $1,000 principal amount of the 9%
Notes validly tendered and not validly withdrawn prior to the
Consent Payment Deadline is $1,107.26, of which $30 is the consent
payment.  As of the Price Determination Date, the yield to
maturity on the 4.875% U.S. Treasury Note due May 31, 2009, the
reference security for the 9% Notes, was 4.563% and the tender
offer yield on the 9% Notes was 5.063%.

Holders whose 9% Notes are validly tendered at or after the
Consent Payment Deadline and prior to the Expiration Time and are
accepted for payment will receive the tender offer consideration
of $1,077.26 per $1,000 principal amount of 9% Notes tendered,
which amount does not include the $30 consent payment.

The total consideration per $1,000 principal amount of the
7.5% Notes validly tendered and not validly withdrawn prior to the
Consent Payment Deadline is $1,094.11, of which $30 is the consent
payment.  As of the Price Determination Date, the yield to
maturity on the 4% U.S. Treasury Note due April 15, 2010, the
reference security for the 7.5% Notes, was 4.503% and the tender
offer yield on the 7.5% Notes was 5.003%.

Holders whose 7.5% Notes are validly tendered at or after the
Consent Payment Deadline and prior to the Expiration Time and are
accepted for payment will receive the tender offer consideration
of $1,064.11 per $1,000 principal amount of 7.5% Notes tendered,
which amount does not include the $30 consent payment.

In addition, holders whose Notes are validly tendered and accepted
for purchase will receive accrued and unpaid interest on those
Notes from the last interest payment date up to, the applicable
payment date for the offer.

Withdrawal rights with respect to tendered Notes have expired.
Accordingly, Notes tendered may no longer be withdrawn and
consents delivered may no longer be revoked.

The tender offers and consent solicitations will expire at the
Expiration Time, unless extended or earlier terminated by the
company.  The company reserves the right to terminate, withdraw or
amend the tender offers and consent solicitations at any time
subject to applicable law.

The company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to the
tender offers and the consent solicitations is subject to the
satisfaction or waiver of certain conditions, including, the
consummation of the mergers contemplated by the Agreement and Plan
of Merger among the company, Universal Compression Holdings Inc.,
Exterran Holdings Inc. fka Iliad Holdings Inc. and Exterran's
subsidiaries, dated Feb. 5, 2007, as amended, and the receipt of
sufficient funds to consummate the tender offers.

Each tender offer and consent solicitation is independent of the
others, and the complete terms and conditions of the tender offers
and the consent solicitations are set forth in the tender offer
documents, which are being sent to holders of Notes.  

The tender offers are part of the refinancing plan of the company
and Universal being implemented in anticipation of the closing of
their pending merger, which is currently expected to occur on or
about Aug. 20, 2007, if the conditions to the closing set forth in
the Agreement and Plan of Merger have been satisfied as of that
date.

As part of the refinancing plan, Exterran Holdings Inc., which
will be the publicly traded holding company after the completion
of the merger, has engaged Wachovia Capital Markets LLC and J.P.
Morgan Securities Inc. to arrange and syndicate a senior secured
credit facility, consisting of a revolving credit facility and a
term loan, and has engaged Wachovia to provide a new asset-backed
securitization facility to Exterran.

The primary purpose of these new facilities will be to fund the
redemption or repurchase of all of the company's and Universal's
outstanding debt other than the company's convertible debt
securities and the credit facility of Universal's publicly traded
subsidiary, Universal Compression Partners L.P.  The new
facilities will replace the company's and Universal's existing
bank lines and Universal's existing asset-backed securitization
facility.

The closing of the new facilities is subject to, the receipt of
sufficient commitments from participating lenders and the
execution of mutually satisfactory documentation.

Wachovia Securities has been retained to act as exclusive dealer
manager in connection with the tender offers and consent
solicitations.  Questions about the tender offers and consent
solicitations may be directed to Wachovia Securities at (866) 309-
6316 (toll free) or (704) 715-8341 (collect).  

Copies of the tender offer documents and other related documents
may be obtained from D.F. King & Co., Inc., the information agent
for the tender offers and consent solicitations, at (800) 859-8508
(toll free) or (212) 269-5550 (collect).

The tender offers and consent solicitations are being made solely
by means of the tender offer documents.  

                    About Hanover Compressor

Headquartered in Houston, Texas, Hanover Compressor Company,
(NYSE: HC) -- http://www.hanover-co.com/-- rents and repairs    
compressors and performs natural gas compression services for oil
and gas companies.  The company's subsidiaries also provide
service, fabrication, and equipment for oil and natural gas
processing and transportation applications.  It has locations in
India, China, Indonesia, Japan, Korea, Taiwan, the United Kingdom,
and Vietnam, among others.

                          *     *     *

Moody's Investor Services assigned B1 rating on Hanover Compressor
Company's long term corporate family and probability of default on
July 16, 2007.  The outlook is stable.


HARRY WEAVER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtors: Harry A. Weaver, III
         Gisela K. Weaver
         81862 Camino Vallecita
         Indio, CA 92203

Bankruptcy Case No.: 07-14598

Chapter 11 Petition Date: August 6, 2007

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtors' Counsel: Lazaro E. Fernandez, Esq.
                  3600 Lime Street, Suite 614
                  Riverside, CA 92501
                  Tel: (951) 684-4474
                  Fax: (951) 684-4625

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


HEALTH CARE: Completes $1.15 Bil. Unsec. Revolving Credit Facility
------------------------------------------------------------------
Health Care REIT Inc. has closed an expanded $1.15 billion
unsecured revolving credit facility, replacing the company's
existing $700 million facility scheduled to mature July 2009, and
its $40 million line of credit with Fifth Third Bank, which has
been consolidated into this facility.

Highlights of the expanded credit facility include:

   * Increased financial flexibility and borrowing capacity.
   
   * Extension of agreement from three to four-year maturity
     expiring August 2011, with the company's option to extend for
     an additional year.
    
   * Reduced current borrowing cost to 60 from 80 basis points
     over LIBOR.
    
   * Addition of eight new banks to the company's bank group.

The credit facility was arranged by KeyBank National Association
as Joint Lead Arranger and Administrative Agent and Deutsche Bank
Securities Inc. as Joint Lead Arranger and Syndication Agent.  UBS
Securities LLC, Bank of America NA, JPMorgan Chase Bank N.A.,
Barclays Bank PLC, Calyon and Fifth Third Bank were the
Documentation Agents.

“We believe that the improved terms and additional capacity of
this credit facility reflect the significant changes to our
business model over the past year,” George L. Chapman, chairman
and chief executive officer of Health Care REIT, stated.  “This
facility enhances our ability to execute our strategy through all
cycles of the credit market.  We are also pleased with the support
and additional commitments provided by our bank group.”

                   About Health Care REIT Inc.

Headquartered in Toledo, Ohio, Health Care REIT Inc. (NYSE:HCN) -
http://www.hcreit.com/-- is a self-administered, equity real   
estate investment trust founded in 1970, that invests across the
full spectrum of senior housing and health care real estate,
including independent living/continuing care retirement
communities, assisted living facilities, skilled nursing
facilities, hospitals, long-term acute care hospitals and medical
office buildings.  The company also offers a full array of
property management and development services.  

                          *     *     *

As reported in the Troubled Company Reporter on July 24, 2007,
Fitch Ratings has upgraded the ratings of Health Care REIT as:
issuer default rating to 'BBB' from 'BBB-'; unsecured bank credit
facility to 'BBB' from 'BBB-'; senior unsecured notes to 'BBB'
from 'BBB-'; convertible senior unsecured notes to 'BBB' from
'BBB-'; preferred stock to 'BBB-' from 'BB+'; the rating outlook
is stable.


HEALTH MANAGEMENT: Fitch Affirms BB- Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Health Management Associates, Inc.'s
(NYSE: HMA) ratings as:

  -- Issuer Default Rating 'BB-';
  -- Secured Bank Facility 'BB';
  -- Senior Secured Notes 'BB';
  -- Subordinated Convertible Notes 'B+'.

In addition, the rating outlook has been revised to negative from
stable.

HMA's Negative Outlook reflects the company's deteriorating
profitability and growing concerns regarding their ability to
organically reduce debt over the next few years.  During the
second quarter, HMA recorded a $39 million charge to bad debt
expense as a result of deterioration in collectibility of accounts
receivable from uninsured patients.  In addition, HMA announced a
new bad debt accounting methodology which will result in recording
bad debt expense at 12% of sales vs. historic levels of 7.5-9% of
sales.  HMA, along with the industry in general, is also
challenged by declining volumes and rising operating expenses.  If
profitability and volume growth remain pressured, Fitch believes
HMA will have difficultly reducing leverage to a level appropriate
for their current rating category, resulting in a ratings
downgrade.  Alternatively, if HMA is able to improve its
profitability and/or significantly reduce debt through asset
divestitures, Fitch will revisit the negative outlook.

HMA, like its peers, has been struggling with an escalation in bad
debt from the increased uninsured population and increased patient
burden of higher co-pays and coinsurance.  This has lead HMA to
take actions such as revising its bad debt accounting methodology
in December 2006 and February 2007, and implementing a 60%
discount for non-elective procedures for uninsured patients in
February 2007.  In July, HMA conducted a look-back analysis to
review the collection performance of its self-pay accounts, and
observed a deterioration in collections, particularly among
accounts aged 180-270 days.  As a result of the observed decline
in collectibility, HMA recorded approximately $40 million in
incremental bad debt expense during the second quarter and changed
its reserving methodology for self-pay accounts effective July 1,
2007.  Under the new methodology, HMA will continue to reserve 60%
of self-pay accounts immediately, but will gradually increase the
reserve over time until the balances are collected or fully
reserved at 300 days (previously, HMA reserved 60% immediately and
100% at 300 days, with no increase as the accounts aged prior to
300 days).  As a result of this new policy, HMA will be recording
bad debt expense as a percentage of revenues at a level higher
than it has recorded in the past, which Fitch believes will
pressure EBITDA margins in the future.

In addition to bad debt expense, HMA has also recently experienced
increases in other operating expenses, including labor and related
expenses.  Fitch believes this pressure may continue, as the
industry faces challenges such as a growing labor shortage and
increased demand for on-call pay.  In addition, Fitch believes
HMA's focus on physician alignment and plans to increase headcount
at the divisional level may keep these expense items escalated.

HMA has also experienced low-to-declining volume growth over the
past few quarters.  In 2006, same store admissions growth was a
negative 0.9% and declined 1% in the first quarter of 2007 before
rebounding to 0.4% growth in the second quarter.  Fitch expects
flat to 1% growth in same store admissions for 2007.  This slow-
down in volume growth has impacted several providers in the
industry and appears to be driven by several factors, including
increased competition from specialty hospitals and a shift in
procedures out of the inpatient setting into outpatient settings
or even the doctor's office.  Ultimately, volume growth should
accelerate as a result of favorable demographics in the U.S.;
however, Fitch expects volumes to remain near 1% over the near
term.

Fitch believes strong pricing will contribute to revenue growth
over the forecast period in spite of low volume growth.  HMA has
historically lagged its peers in managed care pricing increases,
but has made this a strategic focus for 2007 and made some
improvement.  Same store revenue per adjusted admission grew 6.2%
during the first quarter of 2007 and 5.0% during the second
quarter.  In addition, the company has negotiated 206 managed care
contracts during 1H07 vs. 73 the prior year, and is obtaining
above-forecast rate increases.

On March 1, 2007, HMA obtained a $3.25 billion secured bank
facility comprising a seven-year, $2.75 billion Term Loan and a
six-year, $500 million revolver.  At March 31, 2007, there were no
outstanding borrowings on the revolver.  Key covenants include
limitations on liens and indebtedness, restricted payments, and
mandatory prepayments.  Financial covenants include minimum
interest coverage ratios (currently 2.25x through the end of 2007
with step-ups thereafter), maximum leverage (total debt/EBTIDA,
currently 6.00x through the end of 2007 with reductions
thereafter), and maximum capital expenditures.  Fitch notes events
of default include change of control and cross-default on other
existing debt.

If HMA is able to generate continued strong pricing, halt the
decline in EBITDA margins and/or use proceeds from divestitures to
reduce debt, Fitch believes it may be able to deleverage its
balance sheet to a level more appropriate for the rating category.  
However, if EBITDA margins continue to decline, Fitch no longer
expects HMA to be able to organically reduce leverage
significantly below 5x over the next 12-18 months.


HEXCEL CORP: Completes $62.5 Million Asset Sale to JPS Industries
-----------------------------------------------------------------
Hexcel Corporation has completed the sale of the remaining assets
of its U.S. Electronics, Ballistics & General Industrial
reinforcement product lines to JPS Industries Inc.  Hexcel has
received the agreed upon initial cash purchase price of
$62.5 million and it may receive up to $12.5 million of additional
payments dependent upon future sales of the Ballistics product
line.

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

                         *     *     *

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


INVERNESS MEDICAL: Inks All Stock Buyout Deal with Hemosense Inc.
-----------------------------------------------------------------
Inverness Medical Innovations Inc. and HemoSense Inc. have entered
into a definitive agreement for Inverness to acquire Hemosense in
an all stock deal.  Each holder of a share of HemoSense common
stock will receive 0.274192 shares of Inverness common stock in
the transaction, which represents a 37.5% premium, based on the
average trading prices of both companies over the last 5 trading
days.

"With the acquisition of HemoSense, Inverness takes another step
in our strategy of providing diagnostic testing to hospitals,
physicians' offices, and the home for patient self testing,"
Ron Zwanziger, chairman and CEO of Inverness, said.  "HemoSense is
a particularly good fit with Biosite and QAS, which we have
acquired.  As health care moves closer to personal responsibility,
Inverness is and will remain at the forefront with the materials
and methods that allow individuals to take better control of their
health."

"This deal presents a unique opportunity for HemoSense to expand
its growth as a part of Inverness,” Jim Merselis, CEO of HemoSense
stated.  “We are excited about the prospect of combining our
capabilities with Inverness' demonstrated commitment to the field
of cardiology, and we expect to make a significant impact
together."

The transaction is structured as a tax-free reorganization, and is
expected to be slightly accretive in 2008 and accretive
thereafter.  The deal is subject to HemoSense shareholder approval
well as the satisfaction of regulatory and other customary
conditions, and is currently expected to close in fourth quarter.

In connection with the merger agreement, certain HemoSense
stockholders have entered into voting agreements with Inverness
under which they have agreed to vote 33% of the outstanding shares
of common stock of HemoSense in favor of the transaction at the
meeting of HemoSense stockholders.

Covington & Associates acted as financial advisor and Foley Hoag
LLP acted as legal counsel to Inverness.  Lazard Freres & Co. Inc.
acted as financial advisor and Wilson Sonsini Goodrich & Rosati,
P.C. acted as legal counsel to HemoSense.

Free copies of the registration statement and the proxy
statement/prospectus will be available from Inverness by
contacting Shareholder Relations at (781) 647-3900 or from
HemoSense by contacting Don Markley or Brandi Floberg at 310-691-
7100.

                       About HemoSense Inc.

Headquartered in San Jose, California, HemoSense Inc. –
http://www.hemosense.com/-- is a point-of-care diagnostic  
healthcare company that initially has developed, manufactures and
commercializes easy-to-use, handheld blood coagulation systems for
monitoring patients taking warfarin.  The HemoSense INRatio(R)
system, used by healthcare professionals and patients themselves,
consists of a small monitor and disposable test strips.  It
provides accurate and convenient measurement of blood clotting
time, or PT/INR values.  Routine measurements of PT/INR are
necessary for the safe and effective management of the patient's
warfarin dosing.  INRatio is sold in the United States and
internationally.  HemoSense(R) and INRatio(R) are registered
trademarks of HemoSense, Inc.

                     About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations,
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,     
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Inverness Medical
Innovations Inc.  The ratings were removed from CreditWatch, where
they had been placed on April 10, 2007, with negative
implications.  The outlook is stable.


JAMES CLINTON: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: James Carlis Clinton
        2381 Arbor Hill Road
        Canton, GA 30115

Bankruptcy Case No.: 07-72617

Chapter 11 Petition Date: August 6, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Robert A. Chambers, Esq.
                  Donovan Chambers, P.C.
                  8440 Courthouse Square
                  Douglasville, GA 30134
                  Tel: (770) 947-3540

Total Assets: $1,965,820

Total Debts:  $1,002,590

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
AT&T                                        $695
P.O. Box 105503
Atlanta, GA 30348

Home Depot                                  $693
Processing Center
Des Moines, IA 50364-0500


JASON CAFFEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Jason A. Caffey
        1555 Fearnway Drive
        Mobile, AL 36604

Bankruptcy Case No.: 07-12132

Chapter 11 Petition Date: August 3, 2007

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  Irvin Grodsky, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657

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.


JEAN COUTU: Posts $6.9 Million Net Loss in Fourth Quarter 2007
--------------------------------------------------------------
The Jean Coutu Group (PJC) Inc. reported on Aug. 3, 2007, its
financial results for the fourth quarter and fiscal year ended
June 4, 2007.

For the fourth quarter of fiscal 2007, the company reported a net
loss of $6.9 million, compared with net earnings of $30.3 million  
for the fourth quarter of the previous fiscal year.  Earnings
before specific items were $19.4 million compared with
$41.5 million for the fourth quarter of the previous fiscal year.

For the fiscal year ended June 4, 2007, net earnings were
$140.8 million, compared with net earnings of $103.8 million for
the fiscal year ended May 27, 2006.  Earnings before specific
items were $107.8 million compared to $114.7 million for the
previous fiscal year.  

Highlights:

  -- Canadian network sales and operating performance continued to
     improve during the fourth quarter ended June 4, 2007.
     Operating income before amortization reached $49.4 million
     compared with $41.8 million for the fourth quarter of fiscal
     2006, an 18.2% increase.

  -- Francois J. Coutu will become president and chief executive     
     officer of the company, to take effect following the annual      
     general meeting of shareholders scheduled for Oct. 16, 2007.
     Mr. Jean Coutu will continue in the role of chairman of the
     board.

  -- On June 4, 2007, the company completed the sale of its United
     States network to Rite Aid Corporation.  The gain on sale of
     US operations amounted to $139.3 million ($76.6 million
     after-tax), and the company recorded restructuring charges
     related to this transaction of $54.3 million ($31.6 million
     after-tax) in fiscal 2007.

  -- The loss on early debt retirement when debt was repaid using
     cash consideration from the Rite Aid transaction amounted to
     $168.3 million ($117.5 million after-tax).

  -- 33.3% increase in the regular quarterly cash dividend, which
     has increased to CDN$0.04 per share.

"We are satisfied with our fourth quarter and fiscal 2007 results
in what was a transformational year for the company," said Jean
Coutu, president and chief executive officer.  "We continued to
improve sales growth in our Canadian network and the US network
delivered acceptable results despite challenges prior to the
closing of the Rite Aid transaction.  We will continue to build on
our position as one of the leaders in the Canadian drugstore
market, and with our leading ownership position in the expanded
Rite Aid, be able to better participate in the growing U.S.
drugstore industry."  He added, "Our dividend increase
demonstrates The Jean Coutu Group's commitment to maximizing
shareholder value and total shareholder return."

Canadian network sales and operating performance improved over the
fourth quarter of fiscal 2006 while US sales performance was
acceptable despite challenges prior to the closing of the Rite Aid
transaction.

            Sale of U.S. Network to Rite Aid Completed

On Aug. 23, 2006, the company entered into a definitive agreement
with Rite Aid whereby the company would dispose of its network in
the United States.  On June 1, 2007, both companies announced that
the Federal Trade Commission and several state regulatory agencies
required Rite Aid to divest 26 stores in nine states and that the
Hart-Scott-Rodino Act waiting period had expired, permitting the
parties to close the transaction.  On June 4, 2007, the company
completed the sale of its network in the United States comprising
1,854 corporate drugstores to Rite Aid in exchange for a cash
consideration of $2.3 billion, subject to a working capital
adjustment, and 250 million shares of Rite Aid common stock,
giving it approximately 32% common equity interest in the expanded
Rite Aid.  The gain on sale of the retail sales segment amounted
to $139.3 million ($76.6 million after-tax).  The loss on early
debt retirement when the term loans and notes were repaid, using
the cash consideration arising from the Rite Aid transaction,
amounted to $168.3 million ($117.5 million after-tax).

Since Aug. 23, 2006, the company ceased amortizing the assets
related to its US operations since they were classified as assets
held for sale.  Accordingly, amortization charges amounting to
$181.0 million were reversed in consolidation during fiscal 2007.

                             Revenues

Total revenues of the company's Canadian operations for the fourth
quarter ended June 4, 2007, reached $485.7 million compared with
$443.9 million for the fourth quarter ended May 27, 2006, an
increase of $41.8 million or 9.4%.  Fourth quarter Canadian
revenues increased by 8.6% year-over-year, excluding the impact of
currency exchange rate fluctuations.  Canadian revenues for fiscal
2007 reached $1.890 billion, an increase of $254.4 million or
15.6% year-over-year or 11.9% in local currency.

The company's US operations generated total revenues of
$2.396 billion, down 1.4% from the fourth quarter ended May 27,
2006.  Pharmacy sales were impacted by a reduction of 6.1% due to
the conversion of branded drugs to generics, which have a lower
selling price, but higher gross margins for the drugstore
retailer.  US revenues for fiscal 2007 increased to
$9.786 billion, up $278.1 million or 2.9% from fiscal 2006.

Total revenues for the fourth quarter ended June 4, 2007,
increased by $6.6 million or 0.2% to $2.882 billion, from
$2.875 billion for the fourth quarter ended May 27, 2006.  Fiscal
year revenues increased by $532.5 million or 4.8% to
$11.676 billion for fiscal 2007 compared with $11.143 billion for
fiscal 2006.

           Operating Income Before Amortization (OIBA)

Fiscal 2007 fourth quarter OIBA was impacted by certain
restructuring charges principally related to the transition pay
program associated with the transaction.  OIBA before
restructuring charges increased to $130.2 million in the fourth
quarter ended June 4, 2007, from $129.9 million in the fourth
quarter ended May 27, 2006, and ended both periods at 4.5%.  OIBA
before restructuring charges increased in the fiscal year ended
June 4, 2007, to $533.0 million from $496.6 million in the fiscal
year ended May 27, 2006, in part due to the additional days in
fiscal 2007.

OIBA for the company's Canadian operations for the fourth quarter
ended June 4, 2007, increased to $49.4 million compared with
$41.8 million for the fourth quarter ended May 27, 2006, an
increase of 18.2% or 17.1% in local currency, due to strong top
line growth.  OIBA as a percentage of revenues in local currency
ended the quarter at 10.1% compared with 9.4% in 2006.  OIBA
increased in the fiscal year ended June 4, 2007, to $191.0 million
from $165.0 million in the fiscal year ended May 27, 2006.

OIBA before restructuring charges for US operations decreased to
$80.8 million this quarter from $88.1 million for the equivalent
period last year, reflecting challenges prior to the closing of
the Rite Aid transaction.  OIBA before restructuring charges
increased in the fiscal year ended June 4, 2007, to $342.0 million
from $331.6 million in the fiscal year ended May 27, 2006.

                   Store network development

During the fourth quarter of fiscal 2007, 11 drugstores were
opened, of which 7 stores were relocations and 4 were closed in
the Canadian and United States networks.  On June 4, 2007, the US
network of 1,854 corporate drugstores was sold to Rite Aid.  As at
the year-end date, there were 328 stores in the system, comprised
of entirely of Canadian PJC Jean Coutu drugstores.

                            Dividend

The Board declared a quarterly dividend of CDN00.04 per share,
which represents an increase of 33.3% over the dividend paid the
previous quarter.  This dividend is payable on Aug. 30, 2007, to
all holders of Class A subordinate voting shares and holders of
Class B shares listed in the company's shareholder ledger as of
Aug. 16, 2007.  On an annual basis, this represents a dividend of
CDN$0.16 per share.

At June 4, 2007, the company's consolidated balance sheet showed
$2.208 billion in total assets, $301.8 million in total
liabilities, and $1.906 billion in totasl stockholders' equity.

                   About The Jean Coutu Group

The Jean Coutu Group (PJC) Inc. (Other OTC: JCOUF.PK) --
http://www.jeancoutu.com/-- operates a network of 328 franchised  
drugstores in Canada located in the provinces of Quebec, New
Brunswick and Ontario (under the banners of PJC Jean Coutu, PJC
Clinique and PJC Sante Beaute) and employs more than 15,000
people.  The company holds a significant interest in Rite Aid
Corporation, one of the United States' leading drugstore chains,
with annual revenues of more than $27 billion and approximately
5,100 drugstores in 31 states and the District of Columbia with
strong presence on both the East and West coasts.

                          *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' long-term corporate credit rating, on Montreal, Quebec-
based Jean Coutu Group (PJC) Inc., following the repayment of its
debt.  The repayments follow the company's sale of its Brooks and
Eckerd stores and distribution centers to Rite Aid Corp.
(B/Stable/--) for approximately $4 billion.


K&F INDUSTRIES: Meggitt-USA Deal Cues Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Inventors Service withdrew all ratings of K&F Industries
Inc. as well as its parent K&F Industries Holdings Inc.

The ratings have been withdrawn due to the acquisition of K&F by
Meggitt-USA Inc., the US subsidiary of Meggitt PLC (not rated by
Moody's).  As the result of the sale, all of K&F's senior secured
debt has been repaid.  Also, the company announced on
July 23, 2007 that it had received tenders and consents from the
holders of 99.97% of its 7-3/4% Subordinated Notes due 2014.  The
de-minimus amount of remaining notes outstanding have become an
unguaranteed obligation of Meggitt-USA.  Other than this, K&F has
no other rated debt outstanding.

Withdrawals:

Issuer: K & F INDUSTRIES, INC.

-- Senior Subordinated Regular Bond/Debenture, Withdrawn,
    previously rated Caa1

-- Senior Secured Bank Credit Facility, Withdrawn, previously
    rated Ba3

Issuer: K & F Industries Holdings, Inc.

-- Probability of Default Rating, Withdrawn, previously rated B2
-- Corporate Family Rating, Withdrawn, previously rated B2

Outlook Actions:

Issuer: K & F INDUSTRIES, INC.

-- Outlook, Changed To Rating Withdrawn From Stable

Issuer: K & F Industries Holdings, Inc.

-- Outlook, Changed To Rating Withdrawn From Stable

K&F Industries, Inc. is a manufacturer of braking equipment for
commercial transport, general aviation and military aircraft
through its Aircraft Braking Systems Corporation subsidiary.  In
addition, K&F operates Engineered Fabrics Corporation, a leading
producer of aircraft fuel tanks, de-icing equipment and specialty
coated fabrics used for storage, shipping, environmental and
rescue applications for commercial and military customers.


KESSLER HOSPITAL: Disclosure Statement Hearing Moved to August 20
-----------------------------------------------------------------
The Honorable Judith H. Wizmur of the United States Bankruptcy
Court for the District of New Jersey moved to Aug. 20, 2007, the
hearing to consider the adequacy of William B. Kessler Memorial
Hospital Inc.'s Disclosure Statement explaining its Chapter 11
Plan of Reorganization.

The Court originally scheduled the Debtor's Disclosure Statement
hearing on July 23, 2007.

                        Treatment of Claims

The Debtor's Plan proposes to pay the secured claim of Northern
Healthcare Capital Inc. in full.  Northern Healthcare will be paid
in accordance with the final order approving debtor-in-possession
financing and the loan documents completed by the Debtor
prepetition and postpetition.

The Secured Claim of Berenato & Pullia and Mar-Dor Building will
be paid in full.

                        Other Secured Claims

Secured Claims of Creditors Holding Liens on Equipment are
composed of:

   -- Central Atlantic Leasing
   -- Winthorp Resources Corp.
   -- Abbot Labs.
   -- L.A. Barrington
   -- Sensory Management Services LLC

The Debtor will pay the value of the creditors' collateral over
5 years with interest at 7% per annum.  Creditors will receive
monthly payments sufficient to fully amortize and pay the secured
claim over 60 months.

The Debtor will make monthly payments to Priority Claims of
Creditors with Non-union, Non-Taxing Authority Employee Related
Claims over 18 months commencing on the effective date sufficient
to satisfy all of the claims 100%.

The Debtor will cure Local 1199C and JNESCO's claims over18 months
in equal monthly installments on the effective date.

General Unsecured Claims will be paid in full of their respective
claims and liens in this manner:

   i. commencing six months after the effective date, the
      Debtor will make six annual payments of $166,000 to the
      distribution trustee for deposit into to distribution trust
      to be distributed, pro rata, to unsecured creditors; and

  ii. proceeds of all avoidance litigation commenced by the
      estates' representative will be paid to the distribution
      trust after payment of any counsel fees and costs.  The
      distribution trust will make annual distributions to
      beneficiaries on a pro rata basis.

Holders of Equity Interests against the Debtor will not receive
any distribution under the Plan.

Based in Hammonton, New Jersey, William B. Kessler Memorial
Hospital, Inc. -- http://www.kesslerhospital.org/-- is a non-
profit corporation that operates a hospital.  The Company filed
for chapter 11 protection on Sept. 13, 2006 (Bankr. D. N.J. Case
No. 06-18680).  Albert A. Ciardi, III, Esq., at Ciardi & Ciardi,
P.C., represents the Debtor in its restructuring efforts.  Carol
A. Slocum, Esq., at Klehr Harrison Harvey Branzburg & Ellers,
represents the Official Committee of Unsecured Creditors.  As of
its bankruptcy filing, the Debtor disclosed total assets of
$5,906,300 and total liabilities of 12,602,600.


KLEENERZ INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kleenerz, Inc.
        fka One Hour Martinizing
        fka Buzzy Bee
        P.O. Box 10779
        Bakersfield, CA 93389

Bankruptcy Case No.: 07-12387

Type of Business: The Debtor offers garment pressing, laundry
                  and drycleaning services.

Chapter 11 Petition Date: August 3, 2007

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: T. Scott Belden, Esq.
                  Klein, DeNatale, Goldner, Cooper
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Pitho Enterprises, Inc.        Promissory Note          $370,000
5640 District Boulevard                                 Secured:
Suite 132                                                $38,000
Bakersfield, CA 93313                                 Unsecured:
                                                        $332,000

Ramona Koster                  Promissory Note          $325,000
11800 Lone Oak Drive
Bakersfield, CA 93312

PG&E                           Utilities                 $75,000
P.O. Box 8329
Stockton, CA 95208

United Fabricare Supply        Supplies                  $70,000

Robin Williams                 Promissory Note           $70,000

C&C Properties                 Deficiency Balance        $60,000

Louis Chiaparelli              Promissory Note           $50,000

Chris Neeld                    Promissory Note           $45,000

Egan & Johanna Gost Trustees   Deficiency Balance        $40,000

Kyle Brandon                   Promissory Note           $30,000

Bakersfield Holding, LLC       Deficiency Balance        $30,000

Daniel C. Duncan               Deficiency Balance        $30,000

Al Alvidrez                    Promissory Note           $25,000

Henderson Insurance Agency     Insurance Premiums        $22,796

William Brandon                Promissory Note           $20,000

Borton Petrini & Conron        Professional Services     $13,000

Spot Business Systems          Contract Services         $12,250

MBL, Inc.                      Tenant Improvements       $10,000

Matson Alarm of Bakersfield    Contract Services          $9,000

City Neon Sign Systems         Tenant Improvements        $8,985


LEINER HEALTH: Completed Credit Amendment Cues S&P to Hold Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on Carson, California-based
Leiner Health Products Inc.  The 'B-' bank loan rating on the
company's $290 million senior secured credit facilities was
affirmed, and the '3' recovery rating, indicating expectation of
meaningful (50%-70%) recovery in the event of a payment default,
remained unchanged.  S&P removed the ratings from CreditWatch.
      
The outlook is negative.  Total debt outstanding at the company
was about $426 million at March 31, 2007.
     
Ratings were originally placed on CreditWatch with negative
implications on March 23, 2007, following the company's
announcement that it had voluntarily suspended the production and
distribution of all over-the-counter products manufactured,
packaged, or tested at its facilities in the U.S. because of U.S.
Food and Drug Administration observations about product quality
and deficiencies upon inspection of one facility.  The company
later announced that it had terminated a supply agreement and
consolidated manufacturing facilities.  It expected to realize
cost savings through this consolidation and the reduction of
operating expenses.
     
"The rating affirmation and removal from CreditWatch followed
Leiner's completion of an amendment to its credit facilities and
restoration of near-term liquidity," said Standard & Poor's credit
analyst Bea Chiem.
     
The company received an amendment and waiver to its credit
agreement on June 22, 2007, adjusting its total leverage and
interest coverage covenants to provide some financial flexibility.  
However, the negative outlook reflects S&P's concerns about the
company's ability to restore profitability after the OTC product
suspension over the near term.
     
The ratings on Leiner reflect the company's highly leveraged
capital structure, customer concentration, lack of pricing
flexibility in the highly competitive private-label vitamin
market, and the segment's vulnerability to adverse publicity.
     
Leiner is the largest U.S. private-label vitamins, minerals, and
supplements manufacturer, a sector that accounts for about 60% of
company sales, with the remainder coming from OTC drugs (30%) and
contract manufacturing (10%).


MCMORAN EXPLORATION: Completes $1.08 Billion Buyout of Gulf Assets
------------------------------------------------------------------
McMoRan Exploration Co. has completed its acquisition of the Gulf
of Mexico Shelf oil and gas properties of Newfield Exploration
Company and certain exploration rights for approximately
$1.08 billion in cash.

The acquisition provides McMoRan a diversified portfolio of oil
and gas properties with significant production and cash flow
generating capacity and an expanded exploration acreage position
to pursue opportunities on the Shelf of the Gulf of Mexico.

The transaction is effective July 1, 2007.  The purchase price
remains subject to post-closing adjustments.  The transaction was
funded with borrowings of approximately $394 million under a  
$700 million bank credit facility and $800 million in borrowings
under a bridge facility.

Additionally, McMoRan issued $100 million in letters of credit
under its bank credit facility to support abandonment obligations
associated with the acquired properties.  In connection with the
closing, McMoRan repaid an existing $100 million term loan.
McMoRan expects to issue long-term notes and equity and equity-
linked securities to replace the bridge loan facility.

“The acquisition of Newfield's Gulf of Mexico Shelf properties
provides us with significant reserves and production together with
expanded exploration opportunities in our focused area of
operations,” James R. Moffett and Richard C. Adkerson, McMoRan's
co-chairmen, said.  “The substantial cash flows being generated
from these properties will allow us to delever rapidly and invest
in high potential exploration and development opportunities.  We
will benefit from having increased scale in the area where we have
had historical success.  Our recent Flatrock discovery is an
excellent example of our strategy of targeting large structures
below 15,000 feet with significant additional development and
exploration opportunities.”

The properties include 124 fields on 148 offshore blocks which
produced approximately 260 million cubic feet of natural gas
equivalents per day in the second quarter of 2007.  Proved
reserves as of July 1, 2007, for these properties, are estimated
at 323 billion cubic feet of natural gas equivalents,
approximately 70% of which are natural gas.  Approximately ninety
percent of the proved reserves for the acquired properties were
based on estimates by Ryder Scott Company LP.

McMoRan acquired approximately 1.3 million gross acres of offshore
leases.  McMoRan also acquired a 50% interest in Newfield's
nonproducing exploration leases on the Shelf and certain of
Newfield's interests in leases associated with its Treasure Island
prospect inventory.

McMoRan is retaining personnel and contractors who have supported
Newfield's management of the acquired properties.  In addition,
the explorationists from McMoRan and Newfield will jointly pursue
exploration activities on nonproducing leases on the Shelf held by
Newfield.

In connection with the closing of the Newfield transaction,
McMoRan has entered into hedging transactions comprising
approximately 80% of its estimated proved producing volumes,
excluding oil from Main Pass Block 299.

Merrill Lynch & Co. and JPMorgan acted as financial advisors to
McMoRan in the acquisition.

                    About Newfield Exploration

Headquartered in Houston, Texas, Newfield Exploration Company
(NYSE: NFX) -- http://www.newfld.com/-- engages in the  
exploration, development, and acquisition of crude oil and natural
gas properties primarily in the United States.   The company was
founded in 1988.

                    About McMoran Exploration

Headquartered in New Orleans, McMoRan Exploration Company (NYSE:
MMR) -- http://www.mcmoran.com/--  is an independent public  
company engaged in the exploration, development and production of
oil and natural gas offshore in the Gulf of Mexico and onshore in
the Gulf Coast area.  McMoRan is also pursuing plans for the
development of the Main Pass Energy HubTM which will be used for
the receipt and processing of liquefied natural gas and the
storage and distribution of natural gas.

                           *     *     *

As reported in the Troubled Company Reporter on July 23, 2007,
McMoRan Exploration Co. had total assets of $446 million, total
liabilities of $495.9 million, and total stockholders' deficit of
$49.9 million at June 30, 2007.


MORGAN STANLEY: S&P Assigns Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2007-IQ15's
$2.1 billion commercial mortgage pass-through certificates series
2007-IQ15.
     
The preliminary ratings are based on information as of Aug. 6,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-1A, A-2,
A-2Fl, A-3, A-AB, A-4, A-4FL, A-M, A-MFL, A-J, and A-JFL are being
offered publicly.  Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage of
1.41x, a beginning LTV of 111.9%, and an ending LTV of 104.2%.
     
    
                   Preliminary Ratings Assigned
              Morgan Stanley Capital I Trust 2007-IQ15
   
    Class        Rating        Amount   Recommended credit
                                             Support
    -----        ------        ------    ---------------
    A-1*         AAA        $61,700,000      30.000%
    A-1A*        AAA       $278,738,000      30.000%
    A-2*         AAA       $227,400,000      30.000%
    A-2FL*       AAA                --*      30.000%
    A-3          AAA        $72,800,000      30.000%
    A-4*         AAA       $796,885,000      30.000%
    A-4FL*       AAA                --*      30.000%
    A-M¶*        AAA       $205,361,000      20.000%
    A-MFL*       AAA                --*      20.000%
    A-J*         AAA       $177,124,000      11.375%
    A-JFL*       AAA                --*      11.375%
    X**          AAA     $2,053,605,662          --
    B            AA         $33,371,000       9.750%
    C            AA-        $15,402,000       9.000%
    D            A          $28,237,000       7.625%
    E            A-         $15,402,000       6.875%
    F            BBB+       $30,804,000       5.375%
    G            BBB        $23,103,000       4.250%
    H            BBB-       $20,536,000       3.250%
    J            BB+        $10,268,000       2.750%
    K            BB          $5,134,000       2.500%
    L            BB-         $7,701,000       2.125%
    M            B+          $5,134,000       1.875%
    N            B           $5,134,000       1.625%
    O            B-          $7,701,000       1.250%
    P            NR         $25,670,662          --
         

* The principal allocation between the class A-2 and A-2FL
certificates, the class A-4 and the A-4FL certificates, the class
AM and the A-MFL certificates, and the class A-J and the class A-
JFL certificates, respectively, will be determined by market
demand up to the amount indicated on the respective fixed-rate
class.

** Interest-only class with a notional amount.

NR -- Not rated.


MOVIE GALLERY: Inks Amendment to Forbearance Agreement
------------------------------------------------------
Movie Gallery Inc. disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that on July 31, 2007, it
entered into an amendment, effective as of July 27, 2007, to
a forbearance agreement it entered into on July 20, 2007 with
Goldman Sachs Credit Partners L.P., as a lender and as
administrative agent, Wachovia Bank, National Association, as a
lender and collateral agent and the lenders party thereto,

The Forbearance Agreement relates to a first lien credit and
guaranty agreement, dated as of March 8, 2007, by and among the
company and the guarantors party, the agents and lenders party for
the purpose of making certain technical corrections to the
Forbearance Agreement.

A copy of the Amendment to Forbearance Agreement may be viewed for
free at http://ResearchArchives.com/t/s?2228

                        Forbearance Agreement

As reported in the Troubled Company Reporter on July 25, 2007, the
company and certain lenders under its First Lien Credit Facility
executed a Forbearance Agreement.

Under the agreement, the senior lender group will forbear until
Aug. 14, 2007, from exercising rights and remedies arising from
existing defaults, absent any new defaults under the senior credit
facility or the Forbearance Agreement.

Joe Malugen, chairman, president and chief executive officer of
Movie Gallery, said, "We are pleased to be working cooperatively
with our lenders to address the company's current financial
situation.  In the near future, we expect to present a longer-term
solution to the lender group that will address the operational and
financial issues currently impacting our business.  Meanwhile, our
plan is to operate our stores and, together with our outside
advisors, execute on our plan to conserve cash and improve
profitability.  We appreciate the strong support of our customers,
the continued dedication of our employees, and the cooperation of
our trusted business partners as we work through this challenging
period."

                       About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery, (Nasdaq: MOVI) --
http://www.moviegallery.com/-- is a provider of in-home movie and   
game entertainment in the United States.  It operates over 4,600
stores in the United States, Canada, and Mexico under the Movie
Gallery, Hollywood Entertainment, Game Crazy, and VHQ banners.

                          *     *     *

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.


MUSICLAND HOLDING: Plan Confirmation Hearing Adjourned to Aug. 9
----------------------------------------------------------------
The Hon. Stuart Bernstein adjourned the hearing to consider
confirmation of Musicland Holding Corp. and its debtor-affiliates'
Second Amended Joint Plan of Liquidation to August 9, 2007.

The confirmation hearing began November last year and was
previously scheduled for July 24, 2007.

The hearing on the certain of the Debtors' Objections to Claims
and the request of the Official Committee of Unsecured Creditor
for Rule 2004 Examinations will also be covered on the same date.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.
(Musicland Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


NEW YORK RACING: Court Shortens Plan Filing Deadline to Nov. 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
cut short New York Racing Association Inc.'s requested extension
of its exclusive periods, giving the Debtor until:

   -- Nov. 15, 2007, to file a plan of reorganization, instead of
      Jan. 15, 2008 ; and

   -- Jan. 15, 2008, to solicit acceptances of that plan instead
      of Mar. 14, 2008.

In its request filed June 2007, the Debtor told the Court that
before it can proceed with the formulation and confirmation of a
plan, it needs to resolve these issues:

   a. The transfer of the Debtor's franchise to conduct racing
      and operating pari-mutual wagering on its racetrack;

   b. Dispute regarding ownership of title to racetracks; and

   c. New York State Non-Profit Racing Association's motion to
      dismiss the Debtors' bankruptcy cases.

                     Awarding of the Franchise

The Debtor's franchise to conduct racing and operating pari-mutual
wagering on its racetracks is scheduled to expire on Dec. 31,
2007.

On June 13, 2006, the State's Ad Hoc Committee on the Future of
Racing released a request for proposals to solicit bids from
entities interested in conducting racing and operating pari-mutual
wagering at the Racetracks under the franchise.  The Debtor and a
number of other groups, each of the other groups are for-profit
organization, submitted proposals for the Franchise.

On Nov. 21, 2006, the Ad Hoc Committee recommended the franchise
be awarded to Excelsior Racing Associates LLC.  The Debtor said
however that the recommendation has been cast aside.

The Debtor contended that until it learns the fate of the
franchise, the proposition of a viable chapter 11 plan is
difficult.  The Debtor remains hopeful that it will be awarded the
franchise and able to pursue its goal of opening a video lottery
terminal facility.

The Debtor said that it plans to base a chapter 11 plan on the
projected income of the video terminal facility if it is awarded
the franchise.

             Determination of Title to the Racetracks

On Dec. 12, 2006, the Debtor filed a complaint commencing an
adversary proceeding, in order to, among other things, challenge
the constitutionality of Section 202-2 of the New York State
Racing Law.

Section 202-2 provides, in pertinent part, that, upon expiration
of the franchise, the assets of the franchisee "will be assigned,
transferred and conveyed and distributed by the governor then in
office."  The Debtor argued that it currently owns the racetracks.

Various parties however have taken actions that infringed upon the
Debtor's quiet enjoyment of the Racetracks due to their belief
that the Racetracks not only become property of the State of New
York upon the expiration of the Franchise but also, that the State
maintains an amorphous interest currently.

The Debtor explained that in order to propose a feasible chapter
11 plan, a determination of its ownership of the Racetracks upon
the expiration of the franchise must be made.  The Debtor believes
that, until the dispute regarding the future ownership of the
Racetracks is resolved, it would be extremely difficult to have
meaningful negotiations about a plan.

           Adjudication of the State's Motion To Dismiss

Early this year, the State of New York and the New York State
Non-Profit Racing Association Oversight Board sought dismissal
of the Debtor's chapter 11 case citing that the Debtor was
ineligible to file for bankruptcy under the definitions set
in the Bankruptcy Code.

The New York Thoroughbred Horseman's Association Inc., Lien Games
Racing LLC, and Excelsior, have filed motions to join the State
and the Oversight Board's motion.

The Debtor argued that although it believes the motion has no
merit, it would be difficult to commence meaningful negotiations
with creditor constituencies bent on derailing its chapter 11
proceedings.  Accordingly, until the issue is resolved or progress
is made, the Debtor said it will be unable to propose a
confirmable plan.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in   
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich,
Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NEW YORK RACING: Hearing on Getnick's Retention Set for Aug. 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m. on Aug. 21, 2007, to
consider approval of New York Racing Association Inc.'s motion
to employ Getnick & Getnick as its special business integrity
Counsel, nunc pro tunc to July 25, 2007.

The firm will, among others, monitor and investigate the
Debtor's business practices and operations in these areas:

   (i) living and working conditions on the backstretch;

  (ii) simulcast signal sales and rebate shops;

(iii) horse drug testing and sanctions;

  (iv) pre-race horse monitoring;

   (v) segregation and maintenance of horsemen's funds;

  (vi) implementation of the company Code of Ethics;

(vii) preparation and presentation of financial statements; and

(viii) implementation of anti-money laundering policies and other
       financial system protections.

Getnick & Getnick professionals agreed to provide services to the
Debtor at these hourly rates:

         Principal                      $290
         Executive Project Manager      $290
         Project Manager                $255
         Forensic Auditor               $255
         Investigator                   $165
         Project Administrator          $100

Pursuant to a retainer agreement, G&G's monthly retainer and
minimum fee for professional services is $125,000 to be billed
against hourly billings by G&G and person working under the
direction of G&G.

In addition, the term of G&G's representation will run for five
years, starting on the effective date of any plan, provided
however,
that, should the Debtor cease to maintain its franchise to conduct
racing and operating pari-mutual wagering on its racetracks, the
term of G&G's representation will automatically terminate.

The Debtor's franchise is scheduled to expire on Dec. 31, 2007.

Neil V. Getnick, managing partner at the firm, assures the Court
that G&G does not represent or hold any interest adverse to the
Debtor or its estate with respect to the matters as to which G&G
is to be employed.

                        Committee Objects

The Official Committee of Unsecured Creditors asks the Court
to deny the Debtor's request arguing that while the retention
agreement provides for early termination in the event the Debtor
loses the franchise, it makes little sense for the Debtor's estate
to
incur administrative expenses in the amount $125,000 a month to
enhance the integrity of racing operations that the Debtor may be
forced to abandon in the very near future.

According to the Committee, even if one assumes that the Debtor
will
obtain an extension of the franchise, the Debtor should not be
permitted to commit itself to paying more than $7,500,000 in
non-essential professional fees -- fees that will be entitled to
priority over the claims of the Debtor's unsecured creditors --
before it has even proposed a plan of reorganization for
consideration by its creditors.

Moreover, the Committee says it objects to Getnick's retention to
the extent it will duplicate the services presently being provided
by other retained professionals.

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in   
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich,
Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NEWFIELD EXPLORATION: Completes $1.1 Billion Sale of Gulf Assets
----------------------------------------------------------------
Newfield Exploration Company has closed its sale of its Gulf of
Mexico shelf assets to McMoRan Exploration Co. for total cash
consideration of $1.1 billion and the assumption of liabilities
associated with future abandonment of wells and platforms.
    
Newfield utilized Internal Revenue Code Section 1031 Tax Deferred
Exchange rules for the sale of its Gulf of Mexico shelf assets and
its recent $578 million acquisition of Rocky Mountain assets from
Stone Energy.  As a result, after-tax proceeds from the sale of
the Gulf of Mexico shelf assets exceed $1 billion.
    
Newfield's estimated 2007 and 2008 production guidance accounted
for this and other anticipated divestitures and remains 240 - 253
Bcfe.
    
The company's divestiture packages also include its assets in the
U.K. North Sea and Bohai Bay, China, and other select properties
in Texas and the Mid-Continent.  Proceeds from these sales will
be used to pay down debt and fund capital expenditures.
    
Jefferies Randall & Dewey and Morgan Stanley & Co. Incorporated
acted as financial advisors to Newfield in connection with its
Gulf of Mexico shelf asset sale.
   
                     About McMoran Exploration

Headquartered in New Orleans, McMoRan Exploration Company (NYSE:
MMR) -- http://www.mcmoran.com/--  is an independent public  
company engaged in the exploration, development and production of
oil and natural gas offshore in the Gulf of Mexico and onshore in
the Gulf Coast area.  McMoRan is also pursuing plans for the
development of the Main Pass Energy HubTM which will be used for
the receipt and processing of liquefied natural gas and the
storage and distribution of natural gas.

                    About Newfield Exploration

Headquartered in Houston, Texas, Newfield Exploration Company
(NYSE: NFX) -- http://www.newfld.com/-- engages in the  
exploration, development, and acquisition of crude oil and natural
gas properties primarily in the United States.   The company was
founded in 1988.

                          *      *     *

As of June 25, 2007, Newfield Exploration Company continues to
carry Fitch's BB+ long term issuer default rating.  Fitch rates
the company's bank loan debt and senior unsecured debt at BB+
while its senior subordinate rating is at BB-.  The outlook
remains stable.

At the same time, the company also bears Moody's Investor
Services' Ba2 long term corporate family rating and probability of
default rating, Ba1 senior unsecured debt, Ba3 senior subordinate
rating, and B1 preferred stock rating.  The outlook is stable.

The company also continues to carry Standard & Poor's BB+ long
term foreign and local issuer debt ratings.  The outlook remains
stable.


OAK HILL: S&P Lifts Ratings on Class D-1 and D-2 Notes to BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1, B-2, and C notes issued by Oak Hill Credit Partners I Ltd.,
an arbitrage high-yield CLO transaction managed by Oak Hill
Advisors L.P., and removed them from CreditWatch, where they were
placed with positive implications on June 21, 2007.  At the same
time, S&P raised its ratings on the class D-1 and D-2 notes and
affirmed our 'AAA' ratings on the class A-1a, A-1b, and A-2 notes.
     
The raised and affirmed ratings reflect factors that have
positively affected the credit enhancement available to support
the notes since the last upgrades on April 4, 2007.  Since
origination, the transaction has paid down approximately
$279.018 million to the class A-1a and A-1b notes, including a
payment of $115.543 million on the June 12, 2007, payment date.


       Ratings Raised and Removed from Creditwatch Positive
   
                 Oak Hill Credit Partners I Ltd.

                      Rating
                      ------
             Class   To    From            Balance
             -----   --    ----            -------
             B-1     AAA   AA-/Watch Pos  $15,000,000
             B-2     AAA   AA-/Watch Pos  $13,000,000
             C       AA-   BBB/Watch Pos  $30,000,000

                          Ratings Raised

                Oak Hill Credit Partners I Ltd.

                         Rating
                         ------
                Class   To    From     Balance
                -----   --    ----     -------
                D-1     BB+   BB-    $20,500,000
                D-2     BB+   BB-     $2,500,000

                        Ratings Affirmed
   
                Oak Hill Credit Partners I Ltd.

                  Class   Rating     Balance
                  -----   ------     -------
                  A-1a    AAA      $89,502,000
                  A-1b    AAA      $13,479,000
                  A-2     AAA     $102,500,000


PAC-WEST TELECOMM: Court Sets Sept. 5 Disclosure Statement Hearing
------------------------------------------------------------------
The U.S. Bankrutpcy Court for the District of Delaware will
convene a hearing on Sept. 5, 2007, at 2:00 p.m. to consider
approval of the Disclosure Statement describing Pac-West
Telecomm Inc. and its debtor-affiliates' Chapter 11 Plan
of Reorganization.

The hearing will be held at Courtroom No. 1 of the Bankruptcy
Court, 6th Floor, 824 Market Street, in Wilmington, Delaware.

Objections to the Disclosure Statement are due Aug. 29, 2007.

The Debtors' Plan proposes to pay Class 1 Priority Claims in full,
in cash.

The Class 2 Prepetition Claim of Pac-West Funding Company LLC
will be paid, on the effective date of the Plan, in full, in cash
from the proceeds of the New Senior Secured Note to be issued by
the Reorganized Debtors in the amount of $18,000,000.

The Debtor, will, among others, elect to distribute to the holders
of Class 3 Other Secured Claims the property securing their
claims,
in which event the holder will be entitled within 30 days to file
a
proof of claim for any deficiency claim entitled to treatment in
Class 4.

Holders of Class 4 General Unsecured Claims will receive pro rata
beneficial interest in and to the Class 4 Liquidating Trust and
the
Class 4 Liquidating Trust Assets.

Holders of Class 5 Equity Interests in Pac-West will neither
retain
nor receive property under the Plan, while holders of Class 6
Equity
Interests in the Debtors other than Pac-West will retain 100% of
their interest.

A full-text copy of the Debtors' Joint Plan of Reorganization is
available for a fee at :

  http://www.researcharchives.com/bin/download?id=070807042503

A full-text copy of the Disclosure Statement accompanying the
Debtors' Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=070807043114

Based in Stockton, California, Pac-West Telecomm Inc. (OTC:
PACW.PK) -- http://www.pacwest.com/-- provides switched local  
and long distance telecommunications services to, among others,
internet service providers and paging companies.

The company and its affiliates filed for Chapter 11 protection on
April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through
07-10567).  Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represent the Debtors in their
restructuring efforts.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, PLLC represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed total assets of $53,883,888
and total debts of $66,358,711.


PAUL DIGRIGOLI: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Paul J. DiGrigoli
        6 Western View Avenue
        Holyoke, MA 01040

Bankruptcy Case No.: 07-43012

Chapter 11 Petition Date: August 3, 2007

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Louis S. Robin, Esq.
                  Fitzgerald, O'Brien & Robin
                  1200 Converse Street
                  Longmeadow, MA 01106
                  Tel: (413) 567-3131

Total Assets: $2,459,900

Total Debts:  $2,223,333

Debtor's List of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Internal Revenue Service         Bank Loan                 $52,000
1550 Main Street, Room 115
Springfield, MA 01103

Monogram Bank N. America                                   $48,161
4060 Ogletown
Newark, DE 19713

Town of West Springfield                                   $38,000
26 Central Street
West Springfield, MA 01089

Amex                                                       $35,728

Fred Aaron                                                 $30,000

Chase                                                      $26,218

Citibank                                                   $25,081

Home Depot Credit Services       Bank Loan                 $18,000

Citibank USA                                               $16,463

Holyoke Cu                                                  $5,695

John Lemanski                    Trade Debt                 $4,938

Robinson Donovan                 Bank Loan                  $4,557

Discover Financial                                          $4,260

Commonwealth of Massachusetts                               $2,900

Chase N.A.                                                    $369

STCU Credit Union                                              $69


POLYMER GROUP: S&P Retains Negative CreditWatch on B- Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' corporate
credit rating and other ratings on Intertape Polymer Group Inc.
remain on CreditWatch with negative implications, following the
company's recent announcement of a proposed rights issue of up to
$90 million.
     
The ratings were originally placed on CreditWatch in
October 2006, after Intertape's announcement of a strategic review
process and S&P's concerns regarding weak operating performance
and tight liquidity.  Littlejohn & Co. LLC's subsequent attempt to
acquire the company was unsuccessful, and the related financing
transaction was cancelled.  S&P are withdrawing its ratings on
Tape Borrower Inc. because of the cancellation of the financing
transaction related to the proposed acquisition.
      
"We remain concerned about Intertape's liquidity.  Of particular
concern were the company's comments at the time of the proposed
acquisition that if the acquisition was not approved by
shareholders, Intertape may have to seek appropriate
accommodations from its lenders with respect to financial
covenants," said Standard & Poor's credit analyst Paul Kurias.
     
The company's $75 million revolving credit facility is a key
source of liquidity and any constraints in access to the facility
will meaningfully weaken liquidity.  In the recent past, on
occasions when full access to the $75 million facility would have
resulted in a breach of financial covenants, Intertape has had
only limited access to the facility.
     
The company also has an unfavorable debt maturity profile with the
revolving credit facility scheduled to mature in 2009.  In
addition, S&P have concerns about the highly leveraged financial
profile.  Total adjusted debt outstanding as of March 31, 2007,
was $338 million.
     
To date, Intertape Polymer has received commitments from some
shareholders totaling slightly more than over $60 million for the
proposed rights offering.  If successful, the transaction is
likely to partly address our liquidity and leverage concerns.  The
company plans to use proceeds to pay down debt.  Pro forma for the
$90 million transaction and the payment of debt, total adjusted
debt to EBITDA at March 31, 2007, would have been about 4.1x, down
from the actual level of 5.5x.
     
However, Standard & Poor's notes that the commitments from
shareholders are contingent on the company's ability to avoid a
default on its existing credit facilities.  Therefore, if the
rights offering is not consummated or if the company is unable to
obtain bank covenant relief, S&P will likely lower the ratings.  
If the transaction and debt payment occur as planned, S&P will
raise the corporate credit rating on Intertape to 'B' from 'B-' to
reflect a meaningful decline in leverage, an improvement in
liquidity, and its expectation for an improvement in the company's
operating performance.  

The 'B' corporate credit rating will reflect a limited scope of
operations in the tapes niche of the North American packaging
sector and a small presence in films, low margins with some
volatility in earnings, vulnerability to cyclical end markets, and
a highly leveraged financial profile.  These risks are partly
offset by a fair position in the company's market niches, breadth
of customer base, and positive growth prospects for industrial
tape demand in North America.  The outlook will be stable.  

The need to refinance debt within the next two years and the
volatility in earnings, as demonstrated in the second half of 2006
when quarterly earnings declined sharply for reasons including a
weaker housing market, which is an ongoing concern, will constrain
the ratings.  The recent track record of low liquidity, including
issues with covenant compliance, also constrains the ratings.
     
S&P expect to resolve the CreditWatch listing when information on
the company's capacity to meet its financial covenants, receipt of
proceeds from the rights issue, and payment of debt becomes
available.


POPE & TALBOT: Inks Forbearance Agreement with Lenders
------------------------------------------------------
Pope & Talbot, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that, along with its
wholly owned Canadian subsidiary, Pope & Talbot Ltd., it entered
into a forbearance agreement dated as of July 31, 2007, with
Ableco Finance LLC, Wells Fargo Financial Corporation Canada and
the other lenders under the company's senior secured credit
agreement.

The company is in default of the covenant in its senior secured
credit agreement that required the company to generate EBITDA of
at least $30 million for the four-quarter period ended June 30,
2007.  The company expected to be out of compliance with this
covenant and disclosed that expectation in its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2007.

Under the Agreement, the senior lenders have agreed that, until
Sept. 17, 2007 or the earlier occurrence of another default, they
will forbear from exercising any rights or remedies they may have
under the credit agreement arising from the Specified Default, and
will permit the company to continue to borrow under the revolving
credit facility subject to all other terms and conditions of the
credit agreement.

Other significant provisions of the Agreement include:

    * a decrease in total availability under the revolving credit
      facility from $75 million to $67 million, including a
      $50 million limit on cash borrowings and a $17 million limit
      on letters of credit;

    * the application of the 2% default interest rate to all
      borrowings under the credit agreement effective as of
      July 1, 2007;

    * a forbearance fee of approximately $925,000 payable by the
      company with interest at the time all other obligations
      under the credit agreement are paid in full;

    * implementation of a mechanism, similar to that which exists
      in other corporate asset-based loans, through which cash in
      the company's deposit accounts will be used to repay
      borrowings under the revolving credit facility on a daily
      basis and correspondingly increase availability under the
      facility;

    * covenants requiring efforts to solicit offers to purchase
      all or substantially all of the Company's assets or equity
      interests;

    * payment by the company of fees and expenses of a financial
      advisor retained by the lenders in connection with a
      potential restructuring of the company or the senior secured
      credit facility; and

    * additional reporting requirements relating to cash receipts
      and disbursements, liquidity and business plans.

A copy of the Forbearance Agreement may be viewed for free at:

              http://ResearchArchives.com/t/s?2227

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


PUGET SOUND: Board Affirms Dividends on Common and Preferred Stock
------------------------------------------------------------------
The board of directors of Puget Energy and Puget Sound Energy, a
wholly owned subsidiary, declared quarterly dividends on the
company's common and preferred stock.

A quarterly dividend of 25 cents per share was declared on Puget
Energy's common stock, payable Nov. 15, 2007, to shareholders of
record as of the close of business Oct. 19, 2007.  

The dividend is the 257th consecutive quarterly dividend paid by
Puget Energy and its predecessor companies.

The board declared quarterly dividends on Puget Sound Energy
preferred stock at these rates:

      a) Series: 4.70%
         Dividend: $1.175
         Payment Date: Nov. 15, 2007
         Record Date: Oct. 19, 2007

      b) Series: 4.84%
         Dividend: $1.21
         Payment Date: Nov. 15, 2007
         Record Date: Oct. 19, 2007

                        About Puget Energy

Headquartered in Bellevue, Washington, Puget Energy (NYSE:PSD) --
http://www.pugetenergy.com/-- is the parent company of Puget  
Sound Energy, a regulated utility providing electric and natural
gas service primarily to the growing Puget Sound region of western
Washington.

                     About Puget Sound Energy

Headquartered in Bellevue, Washington, Puget Sound Energy --
http://www.pse.com/-- serves more than 1 million electric  
customers and 721,000 natural gas customers, primarily in western
Washington. PSE has a 6,000-square-mile service area stretching
across 11 counties.

                           *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service changed the rating outlook to positive
from stable for: Puget Energy Inc.; Ba1 Issuer Rating, regulated
utility subsidiary, Puget Sound Energy Inc.; Baa2 senior secured.


REUBEN ODUM: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Reuben Charles Odum
         Rhonda Copenny Odum
         181 Glen Eagle Way
         McDonough, GA 30253

Bankruptcy Case No.: 07-72241

Chapter 11 Petition Date: August 3, 2007

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtors' Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, Northwest
                  Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Henry County Tax Commissioner    Ad Valorem Taxes          $11,631
140 Henry Parkway                181 Glen Eagle Way
P.O. Box 488
McDonough, GA 30253
                                 Ad Valorem Property        $6,232
                                 Taxes, 242 Spivey
                                 Ridge Cir.

RB Management Services, Inc.     Account Payable            $3,196
260 Peachtree Street
Suite 2500
Atlanta, GA 30303

FMS Investment Corp.             Direct Merchants           $1,595
for Arrow Financial Services     Credit Card Account
P.O. Box 90849
Schaumburg, IL 60168-1535

Georgia Department of Revenue    Personal Property Tax        $883

HQ Global Workplace              Account Payable              $653

Clayton County                   Ad Valorem Taxes          Unknown
Tax Commissioner

Cobb County                      Ad Valorem Taxes          Unknown
Tax Commissioner

DeKalb County                    Ad Valorem Taxes          Unknown
Tax Commissioner


ROCK-TENN CO: Raises Limit on Stock Cash Repurchases to $100 Mil.
-----------------------------------------------------------------
Rock-Tenn Company has amended its Senior Credit Facility, dated
June 6, 2005, to increase the limit on cash repurchases of the
company's common stock to $100,000,000 during any fiscal year, so
long as such repurchases do not cause the company's Leverage Ratio
to exceed 3.25:1.00.

At June 30, 2007, the company's Leverage Ratio was 2.60:1.00.
Prior to this amendment, the Senior Credit Facility limited the
company to stock repurchases of 200,000 shares in any fiscal year.

The company's board of directors approved a stock repurchase plan
that allows for the repurchase from time to time of shares of
common stock over an indefinite period of time.  As of June 30,
2007, the company had 2,033,000 shares of common stock available
for repurchase under this plan.
                   
Headquartered in Norcross, Georgia, Rock-Tenn Company (NYSE: RKT)
-- http://www.rocktenn.com/-- provides a wide range of marketing  
and packaging solutions to consumer products companies, with
operating locations in the United States, Canada, Mexico,
Argentina and Chile.  The company is one of North America's
manufacturers of packaging products, merchandising displays and
bleached and recycled paperboard.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 3, 2007,
Standard & Poor's Ratings Services raised its ratings on Rock-Tenn
Co., including raising its corporate credit rating to 'BB+' from
'BB'.  S&P removed all ratings from CreditWatch, where they were
placed with positive implications on June 15, 2007.  The outlook
is stable.


SACO I TRUST: Moody's Junks Rating on 2006-8 Class B Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded three certificates, downgraded
one certificate, and placed on review for possible downgrade four
certificates from deals issued by SACO I Trust in 2004 and 2006.

These actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The two transactions issued in
2004 are backed by closed-end second lien loans and are failing
their cumulative loss triggers allowing them to pay sequentially.
The sequential pay structure allows for a buildup in subordination
that warrants the upgrades.  The 2006 transactions are backed by
home equity line of credit loans, and have seen recent losses that
have exceeded the excess spread available thereby depleting the
overcollateralization.

Complete rating actions are:

Issuer: SACO I Trust

Upgrade:

-- 2004-1, Class B-1, upgraded from A2 to Aa2;
-- 2004-2, Class M-2, upgraded from A2 to Aa2;
-- 2004-2, Class B-1, upgraded from Baa2 to A2;

Downgrade:

-- 2004-2, Class B-2, downgraded from Ba2 to B3;
-- 2006-8, Class B, downgraded from Ba2 to Ca;

Review for Possible Downgrade:

-- 2006-1, Class M-4, Current rating Baa3, under review for
    possible downgrade;

-- 2006-12, Class I-M-2, Current rating A2, under review for
    possible downgrade;

-- 2006-12, Class I-M-3, Current rating Baa2, under review for
    possible downgrade;

-- 2006-12, Class I-M-4, Current rating Ba1, under review for
    possible downgrade.


SMTC CORP: Inks Five-Year Loan Refinancing Deal with Two Lenders
----------------------------------------------------------------
SMTC Corporation has signed new five year loan agreements with
Wachovia Capital Finance Corporation and Monroe Capital LLC to
refinance the company's short and long term debt.

Under the new banking arrangements, Wachovia will provide a new
asset-backed $40 million revolving credit facility to provide the
Corporation with a larger revolver facility providing greater
flexibility to manage working capital requirements.  This new
credit facility replaces a previous $35 million asset backed
revolving facility and a term loan also provided by Wachovia and
will be used for working capital and general purposes.  

In addition, Monroe will provide $21.5 million in term debt which
is amortized over seven years.  The Monroe term loan replaces two
tranches of subordinated term debt held by a syndicate of lenders
aggregating $21 million which were to mature on Dec. 31, 2007 and
Dec. 31, 2008.

"The refinancing of SMTC's debt is an important step in supporting
the company's overall strategy for growth," Jane Todd senior vice
president finance and chief financial officer, stated.  "Not only
do the new increased revolver and term loan facilities provide
greater flexibility, the company also will achieve lower interest
expense of an estimated $1 million on an annualized basis."

                        About the SMTC Corp

Headquartered in Markham, Ontario, SMTC Corporation --
http://www.smtc.com/-- is a provider of advanced electronic  
manufacturing services.  The company's electronics manufacturing
centers are located in; Boston, Massachusetts; San Jose,
California; Toronto, Canada; and Chihuahua, Mexico with a
third party facility in Chang An, China.  SMTC offers technology
companies and electronics OEMs a full range of value-added
services.  SMTC supports the requirements of a growing,
diversified OEM customer base primarily within the industrial,
networking, communications and computing markets.  SMTC is a
public company incorporated in Delaware with its shares traded on
the Nasdaq National Market System under the symbol SMTX and on The
Toronto Stock Exchange under the symbol SMX.

                          *     *     *

Moody's Investor Services assigned Caa1 on SMTC Corporation's
issuer rating and B3 on its long term corporate family rating on
May 2002. The outlook is stable.


SOUTH CAROLINA: Moody's Withdraws "Ca" Bond Rating
--------------------------------------------------
Moody's Investors Service withdrew the Ca rating for the South
Carolina Jobs-Economic Development Authority Revenue Bonds, Series
2002A in the amount of $8,715,000 and Taxable Revenue Bonds,
Series 2002B in the amount $280,000.

The project was sold through foreclosure in Anderson County, South
Carolina, on Aug. 4, 2006.  The winning bid for the project was
$9,000,000 million from Canyon Creek Development, Inc., an
affiliate of Southwest Management, Inc.  

Following payment of the fees and expenses incurred by the lender,
Allied Mortgage Capital Corporation, and Marcus & Millichap who
was selected to market the project in advance of the foreclosure
sale, the trustee received a total of $8,445,273.46 from the
foreclosure sale proceeds.

On Oct. 6, 2006, the trustee distributed $8,000,000 to Senior
Bondholders, and on May 11, 2007, the trustee made a final
distribution of $371,974.79 to Senior Bondholders following a full
accounting of operating costs incurred prior to the foreclosure
sale as well as settlement with certain claims made by Guardian
Foundation, Inc. for unpaid corporate administration service fees.

As a result of the final distribution, all Series 2003A
bondholders received about 89.92% to 93.40% of principal plus
accrued interest, and 2003B bondholders received about 93% of the
principal plus accrued interest.  The trustee expects that no
additional distributions will be made to the Senior Bondholders.
Moody's did not rate the Subordinated Revenue Bonds, Series 2002C
and Series 2002D.


ST. JOSEPH: Moody's Downgrades Bond Rating to Ba2 from Baa3
-----------------------------------------------------------
Moody's Investors Service downgraded the bond rating of St. Joseph
Health Services of Rhode Island to Ba2 from Baa3.  The outlook
remains negative.

The rating downgrade is attributed to SJHS' continued decline in
operating performance in fiscal year 2006 and through eight months
interim FY 2007 as well as SJHS' significant decline in
unrestricted liquidity through the interim period.  The negative
outlook reflects our concern over the challenges SJHS faces as the
organization attempts to improve operations and make necessary
capital and strategic investments, given their limited liquidity
position.

                         Legal Security

The Series 1999 bonds are secured by a pledge of gross receipts of
SJHS and a first priority mortgage and security interest on
certain of SJHS' property, including land and buildings.

Interest Rate Derivatives: None

                          Strengths

*Distinct niche, particularly for non-acute services such as
psychiatry and rehab, in a competitive market

*Expansion into various service lines including dental surgery,
neurosurgery, lipthotripsy, and hyperbaric wound care, which may
help offset declines in admissions and other utilization measures

*Although rapidly declining, unrestricted cash remains healthy
compared to debt (73% cash to debt as of May 31, 2007) and the
operating base (30.9 days cash on hand)

                        Challenges

*Continued decline in operating performance in FY 2006 and eight
months FY 2007, with an interim operating deficit of -2% and a
2.5% operating cash flow margin; unfavorable operating performance
was driven primarily by the continued decline in inpatient
volumes, including declining psychiatric and nursing home
admissions.

*Competitive environment in Providence and greater Rhode Island
area, leading to challenging trends in inpatient and certain
outpatient services

*Significant decline in liquidity position through eight months of
FY 2007 with $19.3 million in unrestricted cash and investments
which is overstated with approximately $17 million of cash
expected to be repaid to the state's Medicaid program over the
next several years

                Recent Developments/Results

SJHS saw another year of declining operating performance in FY
2006 with -1% operating margin and 2.5% operating cash flow margin
compared to 0.3% operating margin and 3.7% operating cash flow
margin in FY 2005.  Management attributed the decline in
operations to a light flu season and nursing home admission
declines.  In response, management is looking to reduce expenses
via layoffs and freezing salary increases and while boosting
revenue in certain niche service lines including dental surgery,
neurosurgery, lipthotripsy, and hyperbaric wound care.

In support of these service lines, management has made capital
investments including the purchase of a 64-slice CT scanner and a
Stealth Navigation system for Spine and Brain surgery.  In
addition, management has renegotiated their commercial payor
contracts and received favorable rate increases, which should help
improve operating cash flow.

Management is also continuing to consider a plan to consolidate
the two hospital campuses, which is not expected to require
significant capital investment.  While operating performance
through the first 8 months of FY 2007 was substantially weaker
than the same period in the prior year, management reports recent
performance has improved and year-end results may be better than
interim performance.

SJHS has long been considering affiliations and mergers with other
nearby hospitals.  While these discussions continue, Moody's has
not incorporated the impact of any new agreement at this time.
Even though Moody's believe such an affiliation would create an
improved negotiating position with payors which could be a credit
positive, there would likely be significant hurdles and potential
for interruption and distraction from core operations during the
initial period.  If such an agreement were to be solidified,
Moody's would reevaluate the rating incorporating the benefits and
challenges associated with such a plan.

In the last several years, SJHS has reported significant liquidity
gains, but through eight months FY 2007, liquidity has declined
significantly from $34.4 million in unrestricted cash and
investments (77.7 days cash on hand) in FY 2005 to $19.3 million
(30.9 days cash on hand).  The decline in cash position was due in
part to excess Medicaid funds that SJHS will need to continue
repaying over the next several years.  The excess cash receipts
are reported as unrestricted cash and as of May 31, 2007, about
$17 million of the $19.3 million of unrestricted cash represented
amounts due back to the state over the course of the next several
years.  

The timing and amount that has to be repaid remains unclear as it
occurs as the state completes annual cost reports for each fiscal
year.  Cash was also weakened by a rise in accounts receivable
days associated with a systems conversation which management is
currently working to resolve.  Management reports these
receivables represent about $4 million of unrestricted cash.  
Excluding the Medicaid repayment monies, days cash on hand and
cash to debt drops significantly to 3.7 days and 8.9%,
respectively.  While we remain very concerned for the future
liquidity position of SJHS, the length of the repayment cycle
allows the hospital some time to rebuild its own liquidity
position.  However, if cash continues to decline rapidly, and
operating cash flow remains weak, the rating will likely continue
to decline.

                             Outlook

Moody's negative outlook reflects our concern over the challenges
management faces as they attempt to improve operations, given the
significantly thin liquidity levels (after consideration for funds
due to the State).

What could change the rating -- Up

Significant gains in operating performance and rapid growth in
liquidity excluding funds due to Medicaid

What could change the rating -- Down

Failure to grow cash reserves as repayments to the state are made
and continued weak operating cash flow

                         Key Indicators

Assumptions & Adjustments:

   - Based on financial statements for St. Joseph Health Services
     of Rhode Island

   - First number reflects audit year ended Sept. 30, 2005

   - Second number reflects audit year ended Sept. 30, 2006

   - Investment returns normalized at 6% unless otherwise noted

*Inpatient admissions: 8,788; 8,502

*Total operating revenues: $166.4 million; $176.6 million

*Moody's-adjusted net revenue available for debt service:
$8.3 million; $6.3 million

*Total debt outstanding: $22.9 million; $26.1 million

*Maximum annual debt service: $2.3 million; $2.3 million

*Moody's-adjusted MADS Coverage with normalized investment income:
3.7 times; 2.8 times

*Debt-to-cash flow: 3.26 times; 5.40 times

*Days cash on hand: 77.7 days; 64.9 days (excluding amounts due to
State: 33 days; 21 days respectively)

*Cash-to-debt: 150.3%; 118.5% (excluding amounts due to State:
63%; 38% respectively)

*Operating margin: 0.3%; -1%

*Operating cash flow margin: 3.7%; 2.5%


STATER BROS: Commences $285MM Exchange Offer of 7-3/4% Sr. Notes
----------------------------------------------------------------
Stater Bros. Holdings Inc. has commenced an offer to exchange an
aggregate principal amount of up to $285,000,000 newly issued
7-3/4% Senior Notes due 2015, which have been registered under the
Securities Act of 1933, as amended, for a like principal amount of
its issued and outstanding privately placed 7-3/4% Senior Notes
due 2015.

The New Notes will be guaranteed on a senior basis by Stater Bros.
Markets and Stater Bros. Development, Inc., the wholly-owned
subsidiaries of Stater Bros., and Santee Dairies Inc. and
Super Rx Inc., the indirect subsidiaries of Stater Bros.
    
The Exchange Offer will expire on Sept. 5, 2007, at 5:00 p.m., New
York City time, unless the Exchange Offer is extended by Stater
Bros.
        
The Bank of New York Trust Company N.A. was appointed as the
exchange agent for the Exchange Offer.  Requests for assistance or
documents should be directed to Carolle Montreuil of The Bank of
New York at (212) 298-1915.
    
                        About Stater Bros.

Headquartered in Colton, California, Stater Bros. Holdings Inc. -–   
http://www.staterbros.com/-- is a privately held supermarket  
chain.  It operates 163 supermarkets through its wholly owned
subsidiary, Stater Bros. Markets.  Stater Bros. Markets also owns
and operates Santee Dairies, manufacturer of quality "Heartland
Farms" dairy products.

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2007,
Standard & Poor's Ratings Services revised the rating outlook on
Stater Bros. Holdings Inc. to negative from stable.  At the same
time, Standard & Poor's assigned its 'B+' rating to the company's
proposed $275 million senior notes due 2015.  All other ratings,
including the 'B+' corporate credit rating on Stater Bros., were
affirmed.


STOLLE MACHINERY: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Stolle Machinery Co., LLC's
corporate family rating and its probability of default rating at
B2.  At the same time, Moody's upgraded the company's senior
secured bank credit facility to B1 from B2 and affirmed the
company's senior secured second lien term loan at Caa1.  

These rating actions result from Stolle's announcement that it
cancelled its first lien term refinancing.  Due to market
conditions Stolle did not increase its existing first lien term
loan to $224.1 million from $125 million.  The rating outlook is
stable.

Stolle's B2 corporate family rating reflects improved financial
metrics over the past year.  The continued demand for can
beverages, the driver of Stolle's revenues, and improved operating
efficiencies contribute to the company's strong performance.  The
corporate family rating also incorporates Stolle's strong
competitive position, the predictability of its recurring spare
parts/service and revenue streams derived from can manufacturers'
recapitalization programs, and favorable trends for can beverages.

Yet, these strengths are balanced against the company's customer
concentration.  Additionally, the corporate family rating is
constrained by the willingness of Stolle's equity investor to
pursue a relatively aggressive strategy by increasing the
company's debt levels resulting in higher leverage for cash
distributions to themselves.

The rating for the company's debt instruments reflect the overall
probability of default of the company, to which Moody's assigns a
probability of default of B2.  The B1 rating of the senior secured
bank credit facility is rated one notch above the corporate family
rating and reflects an LGD3 (38%) loss given default assessment.

This credit facility reflects its senior position in Stolle's
capital structure, a first priority in substantially all of the
company's assets, and support from $50 million in junior claims.
The Caa1 rating of the second lien term loan is rated two notches
below the corporate family rating, reflects an LGD5 (88%) loss
given default assessment, and its junior position in the company's
capital structure relative to the first lien credit facility.

These ratings/assessments were affected by this action:

-- Corporate Family Rating affirmed at B2;

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

-- $150 million senior secured bank credit facility upgraded to
    B1 (LGD3, 38%) from B2 (LGD4, 51%); and

-- $50 million senior secured second lien term loan due 2013
    affirmed at Caa1 but its loss given default assessment is
    changed to (LGD5, 88%) from (LGD6, 96%).

Stolle, headquartered in Centennial, Colorado, is the leading
provider of capital equipment, spare parts, tooling and dies, and
services to the beverage and food can industries.


SYLVEST FARMS: Court Approves Reed Smith as Attorneys
-----------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Alabama gave Sylvest Farms Inc. and its debtor-affiliates
permission to employ Reed Smith LLP as their attorneys.

The firm is expected to:

     a. advise the Debtors with respect to their powers and duties
        as debtors and debtors-in-possession in the continued
        management and operation of their businesses and
        properties;

     b. attend meetings and negotiate with representative of
        creditors and other parties-in-interest and advise consult
        on the conduct of the case, including all of the legal and
        administrative requirements of operating in Chapter 11;

     c. take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions on
        their behalf, the defense of any actions commenced against
        those estates, negotiations concerning litigation in which
        the Debtors may be involved and objections to claims filed
        against the estates;

     d. prepare on behalf of the Debtors motions, applications,  
        answers, orders, reports, papers and pleadings necessary
        to the administration of the estates;

     e. negotiate and prepare on the Debtors' behalf chapter 11
        plan(s) of reorganization or liquidation, disclosure
        statement(s) and related agreements and documents and take
        any necessary action on behalf of the Debtors to obtain
        confirmation of the plan(s);

     f. advise the Debtors in connection with any issue relating
        to the sale of assets which was consummated in these
        cases;

     g. appear before the Court, any appellate courts, and the
        U.S. Trustee and protect the interest of the Debtors'
        estates before the courts and the U.S. Trustee; and

     h. perform other necessary legal services and provide other
        necessary legal advice to the Debtors in connection with
        those Chapter 11 cases.

Richard A. Robinson, Esq., a partner of the firm, will bill the
Debtors at $530 per hour for the engagement.

Mr. Robinson assured the Court that his firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

Mr. Robinson can be reached at:

     Richard A. Robinson, Esq.
     Partner
     Reed Smith LLP
     1201 Market Street, Suite 1500
     Wilmington, DE 19801
     Tel: (302) 778-7500
     Fax: (302) 778-7575
     http://www.reedsmith.com/

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets        
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP represent the Debtors.  R. Scott Williams, Esq., at
Haskell Slaughter Young & Rediker LLC represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated their total
assets and debts at $50 million to $100 million.


TSG INC: Disclosure Statement Hearing Rescheduled to Sept. 9
------------------------------------------------------------
The Honorable Tom R. Cornish of the U.S. Bankruptcy Court
for the Eastern District of Oklahoma will continue the hearing
to consider the adequacy of TSG Inc.'s Disclosure Statement
explaining its Chapter 11 Plan of Liquidation to Sept. 9, 2007,
9:00 a.m., at U.S. Post Office & Courthouse in Courtroom 215.

As reported in the Troubled Company Reporter on June 11, 2007,
the Plan contemplated an orderly liquidation of the Debtors'
assets to maximize the distribution to its creditors.

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

All Secured Claims against the Debtors will retain all of the
liens and all of the security interests in the collateral that
secured their liens.

Holders of Unsecured Claims, totaling $38,648,829, will receive
a pro rata distribution from the liquidating agent.

Holders of Equity Interest and Subordinated Claims will not
receive any distribution under the Plan.

Headquartered in Oklahamo, TSG Inc. --
http://www.tsgincorporated.com/-- is a private health care
company operating under the name, The Schuster Group.  The company
filed for Chapter 11 protection on Nov. 9, 2006 (Bankr. E.D. Ok.
Case No. 06-80899).  Cherish King Ralls, Esq., at Crowe & Dunlevy,
represents the Detbotrs.  Ross A. Plourde, Esq., at Mcafee & Taft,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $1 million to $100 million.


U.S. ENERGY: Silver Point Wants to Buy Biogas for $9 Million Cash
-----------------------------------------------------------------
U.S. Energy Systems Inc. executed a letter of intent submitted by
Silver Point Finance LLC, to acquire, in an all-cash acquisition,
100% of the common stock of U.S. Energy Biogas Corp., a subsidiary
of the company, for a purchase price payable to the company equal
to $9 million.

In connection with the Equity Acquisition, Silver Point is also
willing to consider an increase in the amount available under the
Credit and Guaranty Agreement of $8 million of which $2 million
will be funded on the effective date of the Debt Financing and
$6 million will be available subject to the approval of Silver
Point.  Each funding of this additional availability will be net
of a fee equal to 3% of the amount so funded.  Upon the effective
date of the Transaction, the Credit and Guaranty Agreement would
be amended to provide that the Applicable Margin with respect to
LIBOR rate loans would increase to 9.50%.

Each of the Debt Financing and the Equity Acquisition is
conditioned upon the completion of the other.  The LOI also sets
out how the proceeds of the Transaction are to be used.

                        Letter of Intent

Generally, the LOI is non-binding, however, it does impose certain
binding obligations on the company.  In the event that at any time
prior to Oct. 31, 2007, the company, USEB, U.S. Energy Overseas
Investments LLC or any of their respective affiliates directly or
indirectly enter into any agreement or arrangement, or accept any
proposal or indication of interest from a third party, in each
case relating to:

     i. any direct or indirect acquisition or purchase of any of
        the assets or capital stock of USEB or any of USEB's
        subsidiaries, or any merger, consolidation, plan of
        arrangement, amalgamation, business combination,
        recapitalization, reorganization, dissolution or similar
        transaction involving USEB or any of USEB's subsidiaries
        or

    ii. an alternative financing to the Debt Financing, the
        company will reimburse Silver Point for all of its out-of-
        pocket expenses incurred by Silver Point and its
        affiliates in connection with the proposed Transaction
        including reasonable fees and expenses incurred in
        connection with the potential financing thereof and pay to
        Silver Point, upon consummation of the Alternative
        Transaction, a fee equal to $3.5 million.

The LOI states that Silver Point's interest in the Transaction is
subject to satisfactory completion of diligence, receipt of
internal approvals and entry into definitive agreements.

Silver Point has a prior relationship with the company.  In
connection with the company's acquisition of the UK assets in
2006, Overseas borrowed about $23.3 million from certain lenders
pursuant to a Credit and Guaranty Agreement dated Aug. 7, 2006,
which was arranged by Silver Point.

In connection with this financing, the company issued to Silver
Point's designees Series G Warrants exercisable until
February 2014 to acquire about 5.5 million shares of the company's
common stock.  In addition, in connection with USEB's emergence
from bankruptcy, USEB and certain of its subsidiaries entered into
a credit and guaranty agreement in May 2007 with the lenders named
therein and Silver Point which provides for borrowings up to an
aggregate principal amount of $80,000,000.

Under the USEB Credit Agreement, substantially all of USEB's
subsidiaries guaranty the repayment of the loan obligations and
have granted to Silver Point a first priority lien on
substantially all of their assets.  In addition, the company has
granted to Silver Point a first-priority pledge of its 100% equity
interest in USEB.  Overseas has $79,000,000 outstanding under the
USEB Credit Agreement.

                        About Silver Point

Silver Point Finance LLC is the direct lending arm of Silver Point
Capital L.P., -- http://silverpointcapital.com/a multi-strategy  
credit opportunity fund founded in 2002 and based in Greenwich,
Connecticut.  Silver Point Capital is a privately owned hedge fund
sponsor and manages hedge funds for its clients.  It invests in
the public equity, fixed income, and hedging markets of the United
States.  The firm primarily invests in securities of distressed,
large-cap, and Mid-cap companies; bank debts; bonds; and trade
claims.  It specializes in credit analysis and diversified credit-
related investments.

                    About U.S. Energy Biogas

Headquartered in Avon, Connecticut, U.S. Energy Biogas Corp., a
subsidiary of U.S. Energy Systems Corp. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- develops landfill gas projects   
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems Inc.  Currently, the
company owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.

U.S. Energy Biogas and 31 of its affiliates filed separate
voluntary chapter 11 petitions on Nov. 29, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12827 through 06-12857).  Joseph J. Saltarelli, Esq.,
at Hunton & Williams represents the Debtors in their restructuring
efforts.  Dion W. Hayes, Esq., Joseph S. Sheerin, Esq., and
Patrick L. Hayden, Esq., at McGuireWoods LLP, represent the
Official Committee of Unsecured Creditors.  The Debtors listed
total assets of $35,472,663 and total debts of $90,250,169 in its
schedules.
                       
                         About US Energy

U.S. Energy Systems Inc. -- http://www.useyinc.com/-- (Nasdaq:   
USEY) owns of green power and clean energy and resources.  USEY
owns and operates energy projects in the United States and United
Kingdom that generate electricity, thermal energy and gas
production.

The company has a 100% interest in U.S. Energy Biogas Corp., which
owns and operates 23 landfill gas to energy projects in the United
States, 20 of which produce electricity and three of which sell
landfill gas as an alternative to natural gas.  The company also
has a 100% interest in Plymouth Envirosystems Inc., which owns a
50% interest in Plymouth Cogeneration Limited Partnership.
Plymouth Cogeneration Limited Partnership owns and operates a
combined heat and power plant in Massachusetts that produces
1.2MWs of electricity and 7 MWs of heat.  The company further has
a 79% interest in GBGH LLC, which owns energy assets and mineral
rights in the United Kingdom including a 42MW gas-fired power
plant and gas licenses for about 100,000 acres of onshore
natural gas properties and mineral rights in North Yorkshire,
England.  GBGH is the parent company of UK Energy Systems Ltd.

                         *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
U.S. Energy Systems Inc. had reported that it has insufficient
funds to make certain capital contributions required under the UK
financing arrangements between September and December of 2007.

If the UK financing parties were to declare the UK financing
arrangements in default and exercise remedies, such action could
involve foreclosure on substantially all of the company's assets
and would have a material adverse effect on the company.  In that
circumstance, the company is unable to provide assurances that it
would be able to avoid bankruptcy or insolvency proceedings.


UNIFI INC: Posts $72.3 Million Net Loss in Year Ended June 24
-------------------------------------------------------------
Unifi Inc. released Thursay its operating results for its fourth
quarter and fiscal year ended June 24, 2007.

Net income for the current quarter, including discontinued
operations, was a net loss of $72.3 million compared with a net
loss of $5.4 million prior year June quarter.  Net income for the
current quarter was negatively impacted by a pre-tax impairment
charge of $84.7 million to adjust the carrying value of the
company’s ownership interest in Parkdale America LLC, as well as
$4.3 million in pre-tax bad debt charges.  Net income from
continuing operations for the current quarter was a net loss of
$73.3 million compared to a net loss of $5.2 million for the prior
year June quarter.
    
Net income for the 2007 fiscal year, including discontinued
operations, was a net loss of $113.1 million compared to a net
loss of $14.4 million for the 2006 fiscal year.  Net income from
continuing operations for the 2007 fiscal year was a net loss of
$114.6 million compared to a net loss of $14.7 million for the
2006 fiscal year.

"Fiscal 2007 presented many challenges for us, primarily in the
area of ever increasing and fluctuating raw material prices, said
William Lowe, chief operating officer and chief financial officer
for Unifi.  "Nevertheless, we successfully integrated our most
recent acquisition in Dillon, South Carolina, increased our cash
position, consummated several asset sales, and have positioned the
company to make its next step toward creating shareholder value by
closing our Kinston facility and resourcing a certain quantity of
our commodity partially oriented yarn versus manufacturing it at
that facility.  This will reduce our operating costs and provide
flexibility in our texturing operations in the future."

Net sales from continuing operations for the current June quarter
of $185.3 million were up $2.1 million or 1.1 percent compared to
net sales of $183.2 million for the prior year June quarter.  Net
sales of $690.3 million for the 2007 fiscal year represent a
decrease of $48.4 million, or 6.6 percent, compared to net sales
of $738.7 million for the 2006 fiscal year.  Net sales of
$363.5 million in the second half of the 2007 fiscal year were
essentially unchanged from the $364.5 million in the second half
of fiscal 2006, reversing the volume shortfalls experienced in the
first half of the current fiscal year that resulted from soft
retail demand and inventory adjustments throughout the supply
chain.

Cash-on-hand at the end of the current June quarter was
$40.0 million, which is up from the $26.8 million at the end of
the March quarter.  Included in the current cash balance is a
$6.1 million dividend received from the company’s equity affiliate
partner Parkdale America.  Total debt at the end of the current
June quarter was $244.0 million, which is a decrease of
$3.2 million over the $247.2 million at the end of the March
quarter.

At June 24, 2007, the company's consolidated balance sheet showed
$664.1 million in total assets, $361.0 million in total
liabilities, and $303.1 million in total stockholders' equity.

                         About Unifi Inc.

Unifi Inc. (NYSE: UFI) -- http://www.unifi.com/-- is a
diversified producer and processor of multi-filament polyester and
nylon textured yarns and related raw materials.  Key Unifi brands
include, but are not limited to: aio(R) - all-in-one performance
yarns, Sorbtek(R), A.M.Y.(R), Mynx(R) UV, Repreve(R), Reflexx(R),
MicroVista(R), and Satura(R).  Unifi's yarns and brands are
readily found in home furnishings, apparel, legwear, and sewing
thread, as well as industrial, automotive, military, and medical
applications.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service confirmed Unifi Inc.'s B3 Corporate
Family Rating and its Caa1 rating on the company's $190 million
senior secured notes due 2014 in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.


WACHOVIA BANK: Fitch Holds Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch has affirmed Wachovia Bank Commercial Mortgage Trust
commercial mortgage pass-through certificates, series 2005-C19,
as:

  -- $21.3 million class A-1 at 'AAA';
  -- $223.6 million class A-2 at 'AAA';
  -- $75.0 million class A-3 at 'AAA';
  -- $179.0 million class A-4 at 'AAA';
  -- $202.2 million class A-5 at 'AAA';
  -- $52.6 million class A-PB at 'AAA';
  -- $237.3 million class A-6 at 'AAA';
  -- $126.7 million class A-1A at 'AAA';
  -- $80.7 million class A-FL at 'AAA';
  -- $80.7 million class A-M at 'AAA';
  -- $100.9 million class A-J at 'AAA';
  -- Interest only class X-P at 'AAA';
  -- Interest only class X-C at 'AAA';
  -- $40.4 million class B at 'AA';
  -- $20.2 million class C at 'AA-';
  -- $32.3 million class D at 'A';
  -- $16.1 million class E at 'A-';
  -- $20.2 million class F at 'BBB+';
  -- $16.1 million class G at 'BBB';
  -- $20.2 million class H at 'BBB-';
  -- $8.1 million class J at 'BB+';
  -- $8.1 million class K at 'BB';
  -- $6.1 million class L at 'BB-';
  -- $4.0 million class M at 'B+';
  -- $2.0 million class N at 'B';
  -- $4.0 million class O at 'B-'.
  
The $24.2 million class P is not rated by Fitch.

The rating affirmations reflect stable pool performance and
minimal paydown since Fitch's last rating action.  As of the
July 2007 distribution date, the transaction's aggregate principal
balance has decreased 0.9% to $1.60 billion from
$1.61 billion at issuance.  There are currently no delinquent or
specially serviced loans in the transaction.

Fitch reviewed the year-end 2006 operating data for the
transaction's four credit assessed loans (23.2%): AmericasMart
(12.5%), U.S. Bancorp Building (6.6%), Centennial Tower (2.7%) and
Courtyard by Marriott Miami Beach (1.4%).  The loans maintain
their investment grade credit assessments.

The servicer reported net operating income at Courtyard by
Marriott Miami Beach has declined 27.1% since issuance due to
increased expenses.  As of June 30, 2007 revenue per available
room has increased to $163.92 from $113.99 at issuance.  Occupancy
as of YE 2006 has improved to 84% from 64% at issuance.


WINDSOR QUALITY: Moody's Reviews Ba3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings of Windsor Quality Food Company Ltd., including the
company's Ba3 corporate family rating and Ba3 probability of
default rating.  LGD assessments are also subject to change.

This review action is based on Moody's concern that Windsor will
be challenged to maintain credit metrics that are appropriate for
its rating category over the intermediate term.  That concern
arises from the recent decline in the company's operating profit
margin due to rising costs of commodity raw materials such as beef
and cheese.  Leverage has been negatively impacted by lower
profitability and also by the acquisition of a strategically
important new plant site in Mississippi.  Leverage could further
increase as the company funds higher capital expenditures to
retrofit the new plant.

Ratings on review for possible downgrade:

    -- Corporate family rating at Ba3

    -- Probability of default rating at Ba3

    -- $100 million senior secured revolving credit agreement
       expiring in November 2011 at Ba3

    -- Senior secured term loan (originally $160 million) maturing
       in November 2012 at Ba3

Reported EBIT margin fell from 4.5% in the first quarter to 2.2%
in the second quarter ended June 30, 2007, as prices of the
company's most significant raw material inputs rose dramatically.
Commodity cost pressures are unlikely to ease in the near term,
and further margin erosion is likely.  In addition, the company
has purchased and will retrofit a new plant in Mississippi that
will ease the capacity constraints of this growing business.
Funding for this investment will preclude the debt reduction
previously anticipated.  Consequently, credit measures for the
twelve months ended June 30, 2007 were weaker than expected --
debt to EBITDA was high at 4.7 times and EBIT to interest expense
was only 1.6 times.

Moody's review will focus on the company's initiatives to restore
profit margins in an environment or rising commodity prices; its
efforts to sustain sales growth; and potential efficiency
improvements once the new Mississippi plant is on stream.

Windsor Quality Food Company Ltd. is a privately held frozen food
manufacturer based in Houston, Texas.  The company's two major
divisions are Windsor Foods, which specializes in ethnic and other
frozen food categories (Italian, Asian, Mexican, chili/BBQ and
coated appetizers) sold through foodservice, consumer and
industrial distribution channels; and Quality Sausage, which
produces pre-cooked meats for industrial and foodservice channels.
The company's sales for the twelve months ended June 30, 2007
exceeded $600 million.


WORD OF DELIVERANCE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Word of Deliverance Institutional Ministries, Inc.
        fka Word of Deliverance Institutional Church, Inc.
        P.O. Box 11206
        Atlanta, GA 30310

Bankruptcy Case No.: 07-72669

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: August 6, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, Northeast
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714

Total Assets: $1,606,500

Total Debts:  $1,204,352

Debtor's List of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
GA District Assembly of God      Promissory Note          $235,000
6330 Peake Road
Macon, GA 31221

BellSouth/AT&T                   Open Account               $1,915
P.O. Box 1857
Alpharetta, GA 30023

Georgia Power                    Open Account               $1,736
241 Ralph McGill Boulevard
Atlanta, GA 30308

Scana Gas                        Open Account               $1,701
P.O. Box 100157
Columbia, SC 29202


ZAIS INVESTMENT: Moody's Rates $5 Million Class D Notes at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by ZAIS Investment Grade Limited X:

-- Aaa to the $13,500,000 Class S Senior Secured Floating Rate
    Notes Due 2015;

-- Aaa to the $152,000,000 Class A-1a Senior Secured Floating
    Rate Notes Due 2057;

-- Aaa to the $120,000,000 Class A-1b Senior Secured Floating
    Rate Notes Due 2057;

-- Aaa to the $59,500,000 Class A-2 Senior Secured Floating Rate
    Notes Due 2057;

-- Aaa to the $75,000,000 Class A-3 Senior Secured Floating Rate
    Notes Due 2057;

-- Aa2 to the $75,000,000 Class A-4 Senior Secured Floating Rate
    Notes Due 2057;

-- A2 to the $50,000,000 Class B Senior Subordinate Secured
    Floating Rate Notes Due 2057;

-- Baa2 to the $32,500,000 Class C Senior Subordinate Secured
    Floating Rate Notes Due 2057; and

-- Ba1 to the $5,000,000 Class D Subordinate Secured Floating
    Rate Notes Due 2057.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of CDO securities and
synthetic assets due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Zais Group, LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


* Omnitech Consultant Provides Default Status Report
----------------------------------------------------
Groupe Conseil Omnitech Inc. also known as Omnitech Consultant
Group, filed its default status report in compliance with CSA
Staff Notice 57-301.

Omnitech's directors and officers are presently the object of a
Management CTO prohibiting them to trade Omnitech securities.  A
request to this effect has been filed to the regulatory
authorities when it became apparent that Omnitech would not be
able to file its year end audited financial statements, subsequent
quarterly unaudited financial statements and their related
management report within the prescribed delays.

A press release dated Jan. 4, 2007, described the reasons of the
delay, namely the procedures related to the filing of the notice
of intent to make a proposal to creditors in accordance with the
provisions of the Bankruptcy and Insolvency Act.

The procedures were completed around April 25 by the issuance of
195,455,237 common shares of Omnitech to its creditors.  The total
of outstanding common shares of Omnitech is now 253,234,612.  The
proposals to the creditors offered the payment of 100% of the
value of creditors' claims in common shares of Omnitech at a price
per share of $0.05.  Finally, on July 16, PricewaterhouseCoopers
Inc. filed with the courts a certificate of full performance of
proposal.

The company says that the drafting process of the audited
financial statements for the period ended Aug. 31, 2006, is at its
final stages.  The company says its financial statements should be
filed shortly.

In accordance with CSA Staff Notice 57-301, Omnitech confirms that
except:

    (i) there is no material change in the information contained
        in the notice of default;

   (ii) there is no failure of Omnitech to fulfill the intentions
        stated in its notice of default or any default status
        report; and

  (iii) there is no other material information concerning the
        affairs of Omnitech that has not been generally disclosed.

                     About Omnitech Consultant

Omnitech Consultant Group Inc., aka Groupe Conseil Omnitech Inc.
(TSX VENTURE: GCO), offers solutions as a one-stop-shop in
engineering, information technology and systems maintenance.  
GCO integrates new technologies or optimizes existing systems by
applying cutting-edge expertise currently used in the best
practices.

GCO and its subsidiaries filed for creditor protection in
accordance with the provisions of the Bankruptcy and Insolvency
Act on Oct. 31, 2006.  PricewaterhouseCoopers Inc. has been
retained as trustee.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Aug. 9, 2007  
  BEARD AUDIO CONFERENCES
     Technology as a Competitive Advantage For Today's Legal
     Processes
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

Aug. 9-11, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     3rd Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 9, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Brown Bag Lunch
        Blum Shapiro & Co., West Hartford, Connecticut
           Contact: http://www.iwirc.org/

Aug. 10, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Olympics Sportsman's Lunch
        Sofitel, Brisbane, Queensland, Australia
        Contact: 1300 303 863 or http://www.turnaround.org/

Aug. 10, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Body of Knowledge - CTP Review Class
        Chicago, Illinois
           Contact: http://www.turnaround.org/

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://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.

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