TCR_Public/070906.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 6, 2007, Vol. 11, No. 211

                             Headlines

ACCEPTANCE INSURANCE: Exclusive Plan Filing Moved to January 2008
AELTUS CBO: Fitch Junks Rating on $41.06 Million Senior Notes
AEROFLEX INC: Moody's Affirms B3 Corporate Family Rating
AGCO CORP: Opens Headquarter in Schaffhausen, Switzerland
AIR NEW: Moody's Holds "Ba1" Senior Unsecured Issuer Rating

ALLIED WASTE: Completes $86 Million Sale Deal with Veolia ES
AMERICAN CAMSHAFT: Asked to Explain Why Case Should Stay in Ch. 11
AMERICAN TOWER: Moody's Rates New $500 Million Term Loan at Ba1
AMERICAN TOWER: S&P Rates $500 Mil. Senior Loan Facility at BB+
AQUA DULCE: Voluntary Chapter 11 Case Summary

AVADO BRANDS: Files for Chapter 11 Protection in Delaware
BANK OF QUEENSLAND: Moody's Holds C Bank Financial Strength Rating
BEAR STEARNS: Court Denies Ch. 15 Case, Says Funds are U.S.-Based
BEAR STEARNS: Investors Want Bear Stearns Out of HGEL Funds
BEAR STEARNS: Moody's Cuts Rating on Class M-8 Certificates to B3

CALPINE CORP: Wants to Assume California Water Department Accord
CALPINE CORP: Wants Court Approval on Oxford Settlement Agreement
CHAPARRAL STEEL: FCO of Germany Clears Gerdau Ameristeel Merger
CHARTER COMM: June 30 Balance Sheet Upside-Down by $6.8 Billion
COMM 2006-C7: Fitch Holds Low-B Ratings on Six Cert. Classes

COMPTON PETROLEUM: Inks Pact for $270 Mil. Sale of Worsley Assets
CRICKET COMMS: Leap Deal Cues Moody's "Developing" Rating Outlook
CWMBS: High Collateral Losses Prompt Moody's Ratings Downgrade
DANA CORP: Wants Court Approval on Chrysler Settlement Agreement
DANA CORP: Wants Court Nod on the Ford Commercial Agreements

DRESSER-RAND: S&P Rates $500 Mil. Sr. Revolving Facility at "BB-"
DURA AUTOMOTIVE: Names Tim Trenary as Chief Financial Officer
DURA AUTOMOTIVE: Insight Equity Acquires Atwood Mobile Products
ECV DEVELOPMENT: Section 341(a) Meeting Scheduled for September 17
EL PASO: Affiliate Registers IPO of 25 Million Common Units

ENCORE ACQUISITION: Affiliate Commences IPO of 9 Mil. Common Units
ENZON PHARMA: June 30 Balance Sheet Upside-Down by $56.8 Million
FEDERAL-MOGUL: 40 Plan Objections Filed as of August 21
FENTON'S OFFICE: Case Summary & 20 Largest Unsecured Creditors
FORNEY LAND: Voluntary Chapter 11 Case Summary

FRENCH LICK: Credit Pact Amendment Cues S&P to Hold Junk Rating
FRIENDSHIP VILLAGE: S&P Lowers Debt Rating to BB+ from BBB-
GATEWAY ACCESS: Taps Tighe Patton as Special Counsel
GEOKINETICS INC: Names Jim White & Lee Parker as Exec. Officers
GERDAU AMERISTEEL: Gets FCO's OK on Chaparral Steel Merger Deal

GIBRALTAR INDUSTRIES: S&P Holds BB Rating and Revises Outlook
GREAT LAND: Voluntary Chapter 11 Case Summary
HANCOCK FABRICS: Wants Court Approval on CoStar License Agreement
HANCOCK FABRICS: Court Approves Burr Pilger as Auditor
HYLAND SOFTWARE: Reduced Debt Levels Cue S&P to Lift Rating to B+

INNOVATIVE CLINICAL: Board of Directors OKs Plan of Liquidation
INTEGRA TELECOM: Closes Eschelon Telecom Acquisition
IRIDIUM OPERATING: Judge Peck Rules in Favor of Motorola
JP MORGAN: S&P Affirms Low-B Ratings on Six Cert. Classes
JTS/SIMMS: Case Summary & 15 Largest Unsecured Creditors

KARA HOMES: Case Summary & 777 Largest Unsecured Creditors
KIDSPEACE INC: Moody's Lifts Rating on Series 1998 Bonds to "Ba3"
KNOLL INC: Paying $0.11/Share Cash Dividend on Sept. 28
LEAP WIRELESS: Gets Stock-for-Stock Merger Offer from MetroPCS
MERRILL LYNCH: Low Debt Enhancement Levels Cue Moody's B1 Rating

METROPCS COMMS: Proposes to Merge with Leap Wireless
METROPCS WIRELESS: Leap Deal Cues Moody's to Shift Outlook to Del.
MOMENTUM CAPITAL: S&P Puts "BB" Prelim. Rating on $9.15 Mil. Notes
MORGAN STANLEY: Moody's Rates $31.5 Million Class L Certs. at Ba1
MOVIE GALLERY: Noteholders Moves Forbearance Period to Sept. 30

NATIONAL RETAIL: Prices $250MM Public Offering of Unsec. Notes
NAVISTAR INT'L: David D. Harrison Joins Board of Directors
NEW COMMUNITY: Voluntary Chapter 11 Case Summary
NEWCOMM WIRELESS: Court Sets Oct. 5 Confirmation Hearing
NORTHCORE TECH: Generates $1.65 Million from Rights Offering

NOVASTAR FINANCIAL: Cancels Shareholder Rights Offering
PATH SARTHI: Case Summary & Largest Unsecured Creditor
PAWTUXET VALLEY: Voluntary Chapter 11 Case Summary
PENNSYLVANIA NAT'L: Moody's Holds "Ba1" Rating on Surplus Notes
PITTSBURGH IRISH: Voluntary Chapter 11 Case Summary

PLANET TECH: Inks Pact to Buy Antigen Labs' $10 Million Equity
PROGRESSIVE LAND: Case Summary & Largest Unsecured Creditor
QUALITY HOME: Sells 100% Stake to Entrepreneur Michael Klein
ROWE COS: U.S. Trustee Says Disclosure Statement is Inadequate
SELECT CAR: Case Summary & 20 Largest Unsecured Creditors

SHEARSON FINANCIAL: Earns $176,753 in Quarter Ended June 30
SOLO CUP: Fitch Affirms Junk Rating on Senior Subordinated Notes
ST. JOHN'S: Case Summary & Two Largest Unsecured Creditors
SWEET TRADITIONS: KK Franchisee Files for Chapter 11 in Illinois
SWEET TRADITIONS: Case Summary & 20 Largest Unsecured Creditors

THOMAS HAMMONS: Case Summary & 17 Largest Unsecured Creditors
THOMPSON & WALTERS: Plan Confirmation Hearing Set on September 27
TSG INC: Court OKs $5.8 Mil. DIP Financing from Valliance Bank
TSG INC: Court Further Extends Use of Cash Collateral
TSG INC: $5.7 Mil. Rural Hospital Asset Sale Deal Gets Court Okay

VISTEON CORP: Completes Sale of Powertrain Business in India
WAMU MORTGAGE: Moody's Junks Rating on Class I-B-5 Certificate
WEIGHT WATCHERS: Paying $0.175/Share Cash Dividend on Oct. 12
WRR INC: Case Summary & 20 Largest Unsecured Creditors

* Fitch Assigns Issuer Ratings on Native American Gaming Sector

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ACCEPTANCE INSURANCE: Exclusive Plan Filing Moved to January 2008
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Nebraska
further extended Acceptance Insurance Companies Inc.'s exclusive
periods to:

   a. file a Chapter 11 plan through Jan. 31, 2008; and

   b. solicit acceptances of that plan until March 31, 2008.

The Debtors' exclusive period to file a plan expired on Aug. 9,
2007.

The Debtor tells the Court that it needs more time to complete
the liquidation of its subsidiary, and one of its principal
assets, Acceptance Insurance Company, for the benefit of the
creditors.

The Official Committee of Unsecured Creditors supports the
Debtor's request to have its exclusive periods further extended.

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

The company filed for chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates --
Acceptance Insurance Services Inc. and American Agrisurance Inc.
-- each filed chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on Jan. 7, 2005.  John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts.  Lawyers at McGrath North Mullin & Kratz, PC LLO
represent the the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.  When the Debtor filed for protection
from its creditors, it listed $33,069,446 in total assets and
$137,120,541 in total debts.


AELTUS CBO: Fitch Junks Rating on $41.06 Million Senior Notes
-------------------------------------------------------------
The rating assigned to these class of notes issued by Aeltus CBO
II, Ltd. remains unchanged by Fitch:

  -- $41,062,491 second priority senior notes remain at
     'C/DR6'.

Aeltus II is a collateralized debt obligation managed by ING
Capital Advisors which closed Aug. 5, 1997.  The portfolio is
currently composed of high yield and emerging market bonds.

Since Fitch's last review, the second priority
overcollateralization test has continued to fail.  In September
2006, Aeltus II experienced an event of default and the holders
elected to accelerate the maturity of the notes by selling and
liquidating the collateral.  Principal proceeds continue to be
used to pay interest and redeem the outstanding balance on the
second priority senior notes.  However, the remaining collateral
balance is insufficient to allow the second priority senior notes
to be paid in full.


AEROFLEX INC: Moody's Affirms B3 Corporate Family Rating
--------------------------------------------------------
In connection with the closing of Aeroflex Incorporated's
leveraged buyout on Aug. 15, 2007, the capital structure of the
transaction was altered from what was previously advised to
Moody's.

The senior secured first lien revolver was downsized to
$50 million from $60 million. The senior secured first lien term
loan was upsized by $25 million, for a total term loan amount of
$525 million, and transformed into two tranches consisting of a
$400 million "first-out" tranche and $125 million "first-loss"
tranche.  The company cancelled the $370 million senior
subordinated notes and instead entered into a $225 million unrated
senior unsecured bridge loan and a $120 million senior
subordinated PIK loan facility.  The preferred equity contribution
of $372 million from the private equity sponsors remains
unchanged.

As discussed in the June 25, 2007 press release, the previously
assigned ratings were subject to review of final documentation and
no material change in the terms and conditions of the transaction.  
In light of the aforementioned capital structure changes, Moody's
affirmed Aeroflex's B3 corporate family rating, withdrew the
rating on the senior secured first lien term loan, upgraded the
rating on the senior secured first lien revolver to Ba3 from B1
and assigned a Ba3 rating to the first-out senior secured term
loan.  The one-notch upgrade of the revolver and Ba3 rating
assigned to the first-out term loan tranche of the credit facility
reflect the lower loss-given-default point estimate (21% from
27%), the senior position of this debt tranche in Aeroflex's
capital structure, and the new "first-out" feature which mandates
that interest and principal on the revolver and term loan be paid
in full prior to the "first-loss" senior secured term loan in a
default scenario.

Moody's also assigned a B3 rating to the $125 million "first-loss"
tranche of the credit facility.  All secured debt tranches benefit
from the same all-asset pledge and full guarantees of existing and
future wholly-owned domestic subsidiaries. Finally, Moody's
withdrew the rating on the senior subordinated notes and assigned
a Caa2 rating to the $120 million senior subordinated PIK loan
facility. The outlook remains positive.

These ratings were upgraded:

-- $50 Million Senior Secured First Lien Revolver due 2013 to Ba3
    (LGD-2, 21%) from B1 (LGD-2, 27%)

These ratings/assessments were assigned:

-- $400 Million (First-Out) Senior Secured Term Loan due 2014
    -- Ba3 (LGD-2, 21%)

-- $125 Million (First-Loss) Senior Secured Term Loan due 2014
    -- B3 (LGD-4, 56%)

-- $120 Million Senior Subordinated PIK Loan Facility due 2015
    -- Caa2 (LGD-6, 94%)

These ratings/assessments were withdrawn:

-- $500 Million Senior Secured First Lien Term Loan Revolver due   
    2014 -- B1 (LGD-2, 27%)

-- $370 Million Senior Subordinated Notes due 2017 -- Caa2
    (LGD-5, 83%)

These ratings were affirmed:

-- Corporate Family Rating -- B3
-- Probability of Default Rating -- B3
-- Speculative Grade Liquidity Rating -- SGL-2

Headquartered in Plainview, New York, Aeroflex Incorporated is a
specialty provider of microelectronics and test and measurement
products to the aerospace, defense, wireless, broadband and
medical markets.


AGCO CORP: Opens Headquarter in Schaffhausen, Switzerland
---------------------------------------------------------
AGCO Corporation has opened a new European headquarters in
Schaffhausen, Switzerland.  "AGCO is following an aggressive
growth strategy and the new headquarters, in the very heart of
Europe, will manage and control key strategic initiatives to
continue our global growth strategy," Gary Collar, senior vice
president and general manager Europe, Africa, Middle East and East
Asia Pacific, commented.  

The new offices will serve as a center for the management of the
company's business throughout the EAME and EAPAC region.  Duluth,
Georgia will remain the worldwide headquarters of the company.

"The strategic management of AGCO EAME (Europe, Africa, Middle
East) will work under one roof to enhance and facilitate the
exchange of ideas, best practices and implementation of pan-
European processes,"Hubertus Muehlhaeuser, senior vice president,
strategy & integration, explained.  "In this way, AGCO's organic
growth strategy is driven forward.  Decisions can be taken quicker
and the rapid implementation of strategic projects is facilitated.  
The European headquarters will reinforce the efficiency and
competitiveness of the company."

A pillar of this strategy is the positioning of AGCO's brand
portfolio.  The four core brands Fendt, Massey Ferguson, Valtra
and Challenger must complement each other in different areas to
realize synergies and to increase the level of cooperation among
the AGCO family of brands.

The responsible brand managers will coordinate their activities in
the new AGCO offices.  The European headquarters will be located
in Schaffhausen in Switzerland.  Geographically in the heart of
Europe, Switzerland offers an excellent business infrastructure.

Employees will begin relocating to the new headquarters during
2007, with all key business functions being handled from this
office by 2010.

                     About AGCO Corporation

Headquartered in Duluth, Georgia, AGCO Corporation (NYSE: AG) --
http://www.agcocorp.com/-- is a manufacturer of agricultural  
equipment and related replacement parts.  Founded in 1990, AGCO
offers a product line including tractors, combines, hay tools,
sprayers, forage, tillage equipment and implements, which are
distributed through more than 3,200 independent dealers and
distributors in more than 140 countries worldwide.  AGCO products
include well-known brands: AGCO(R), Challenger(R), Fendt(R),
Gleaner(R), Hesston(R), Massey Ferguson(R), New Idea(R),
RoGator(R), Spra-Coupe(R), Sunflower(R), Terra-Gator(R),
Valtra(R), and White(TM) Planters.  AGCO provides retail financing
through AGCO Finance.

                         *     *     *

AGCO Corporation's probability of default and long term corporate
family ratings carry Moody's "Ba2" in September 2006. These
ratings hold to this date.  


AIR NEW: Moody's Holds "Ba1" Senior Unsecured Issuer Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Air New Zealand Limited's Ba1
senior unsecured issuer rating.  At the same time, it has changed
the outlook on the rating to positive from stable.

"The change in outlook reflects the strengthening in Air Neq
Zealand's credit profile as evidenced by its strong results for
FY2007, success in repositioning its fleet, and the sound progress
in the consolidation of its cost structure" says Ian Lewis, a
Moody's VP/Senior Analyst.

"Air New Zealand continues to grow passenger volumes, load and
RASK (Revenue Available Seat Kilometres) in its core domestic
operations and across key international routes," says Mr. Lewis,
adding, "The airline's labour and fuel efficiencies together with
moderate fleet age underpin a sound and consistent EBITDA margin".

"While leverage and debt service coverage suggest it is exposed to
shocks inherent in the airline industry, this situation is
mitigated by its solid liquidity position, including debt that is
76% covered by cash balances," says Mr. Lewis, who is also lead
analyst for the company.

The positive outlook incorporates Moody's expectation that Air New
Zealand will continue to enjoy a strong and stable operating
profile in the face of enhanced competitive pressures.

Further upward pressure on the rating could emerge if Air New
Zealand applies free cash flow towards debt reduction (or in lieu
of scheduled debt reduction retains free cash flow) following the
completion of the heavy spending portion of its capital cycle.  
Adjusted debt to EBITDA below 4x, and EBIT/Interest coverage at 3x
or above, while maintaining its EBITDA margin above 20%, would
indicate such pressure was present.

On the other hand, the outlook could return to stable should
evidence emerge of cash to book debt beginning to fall below 80%.  
In addition, the rating may be negatively affected by increased
competition in key markets, leading to profit margin erosion. This
situation could be indicated by the EBITDA margin trending down
towards 15%, RCF/Total Debt less than 15%, and Debt/EBITDA greater
than 6x.

Air New Zealand, based in Auckland, is New Zealand's flag air
carrier, with domestic and international passenger and freight
operations, and an aviation engineering business.


ALLIED WASTE: Completes $86 Million Sale Deal with Veolia ES
------------------------------------------------------------
Allied Waste Industries Inc. has completed its transaction with
Veolia ES Solid Waste Inc. in which it has sold to Veolia certain
solid waste landfill and collection assets in the east-central and
southeastern United States for $86 million.
    
The assets include collection and disposal operations in Claypool
and Warsaw, Indiana, eastern Kentucky, south-central Georgia and,
pending final municipal approval expected in mid-September, in
southern Illinois.  These operations include 6 hauling companies,
2 transfer stations and 5 landfills.
    
In conjunction with the completion of the transaction, Allied
Waste expects to record a non-cash charge, primarily related to
goodwill, in the range of $40 million to $45 million.
    
Based in Scottsdale, Arizona, Allied Waste Industries Inc. --
http://www.alliedwaste.com/and http://www.disposal.com/--   
(NYSE: AW) provides waste collection, transfer, recycling, and
disposal services for residential, commercial, and industrial
customers in over 100 major markets spanning 37 states and Puerto
Rico.  The company has 24,000 employees.

                          *     *     *

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


AMERICAN CAMSHAFT: Asked to Explain Why Case Should Stay in Ch. 11
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave American Camshaft Specialties Inc. until Sept. 21, 2007, to
explain why its case should not be dismissed or converted into
a Chapter 7 liquidation, Bill Rochelle of Bloomberg News reports.

According to the report, the Debtor failed to file a plan on
the Aug. 7 deadline, sought an extension until Aug. 31, and later
withdrew the motion.

The source relates that in July 2007, the Official Committee of
Unsecured Creditors sought Chapter 7 conversion of the case
contending that the approved $5.5 million sale of the Debtor's
assets would not be enough to reorganize the business.

American Camshaft Specialties Inc. is located at the southwest
corner of M-45 and U.S. 31, includes two plants -- ACS Grand
Haven, which is solely owned by Asimco Technologies, and a joint
venture between Nippon Piston Ring and ACS Inc.  Asimco
Technologies -- http://www.asimco.com/-- is headquartered in     
Beijing, China, and produces a wide range of power train, chassis
and diesel fuel injection products for light duty and commercial
vehicle applications.  Asimco assembles semi-fully finished cast,
steel and assembled camshafts.  Aside from its U.S. operations,
Asimco has 18 manufacturing facilities and 52 sales offices in
China and one regional office in Europe and Japan.  Asimco's major
customers are automotive-based, such as DaimlerChrysler, Ford, GM,
Cummins and CAT.

American Camshaft and three other U.S. affiliates filed for
chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case
No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.
Lawyers at Schafer and Weiner PLLC represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors they listed estimated assets and
debts between $10 million and $50 million.


AMERICAN TOWER: Moody's Rates New $500 Million Term Loan at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to American Tower
Corporation's new $500 million 5 year senior unsecured term loan,
the proceeds of which will be used to reduce outstanding amounts
under its existing $1.25 billion senior unsecured revolving bank
facility by $450 million and the remainder for general corporate
purposes.

The transaction will modestly strengthen the company's already
very good liquidity position, while other fundamental key credit
considerations remain unchanged. Accordingly, Moody's affirmed
AMT's Ba1 corporate family, Ba1 senior unsecured and SGL-1
liquidity ratings.  The long term ratings reflect a Ba1
probability of default rating and loss-given-default assessment of
LGD 4, 55%.  The outlook remains stable.

Ratings Assigned:

American Tower Corporation

-- Senior Unsecured Bank Credit Facility, Ba1 LGD4, 55%

AMT's Ba1 corporate family rating reflects Moody's expectation
that the fundamentals of the wireless tower sector are likely to
remain favorable through the next several years and AMT's good
market position will enable its strong earnings and cash flow
momentum to continue.  The rating also considers the company's
single industry focus and relatively small scale although
recognizes that much of its revenues are contractually derived
from its relationships with the largest national wireless
operators across the U.S.  Finally, the rating reflects Moody's
view that AMT is likely to direct its growing free cash flow to
shareholders via share buy backs over the next few years,
targeting adjusted leverage towards 6x.

Based in Boston, American Tower Corporation is a wireless tower
operator.


AMERICAN TOWER: S&P Rates $500 Mil. Senior Loan Facility at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Boston-based American Tower Corp.'s $500 million senior term loan
facility.  Proceeds of this unsecured bank loan will be used to
refinance existing debt, for working capital needs, and for
general corporate purposes.
     
At the same time, S&P affirmed the existing ratings on the
company, including the 'BB+' corporate credit rating.  The outlook
is stable.
      
"Since the new term loan will largely be used to refinance
existing debt, the company's financial profile is expected to
remain unchanged," said Standard & Poor's credit analyst Catherine
Cosentino.
     
The ratings on American Tower reflect the promising prospects of
its wireless tower leasing business, which is expected to generate
increasingly stronger levels of net free cash flow after capital
expenditures.  Despite these very favorable business-risk
characteristics, which are indicative of an investment-grade
business-risk profile, ratings are constrained by the company's
aggressive financial policy.  The company completed its $750
million stock repurchase plan in February 2007, and a more
recently authorized $1.5 billion share repurchase plan is expected
to be carried out through February 2008.  Management has also
indicated that it is targeting a debt to EBITDA ratio of 4x-6x, or
in the mid-5x to 8x area, after adjustment.
     
The cash flows generated by its business have a fairly high degree
of stability, given the long-term nature of the carrier contracts
and high contract renewal rates.  The high operating leverage of
the business also contributes to extremely healthy tower gross
profit and overall EBITDA ston-based American Tower Corp.'s $500
million senior term loan facility.  Proceeds of this unsecured
bank loan will be used to refinance existing debt, for working
capital needs, and for general corporate purposes.
     
At the same time, S&P affirmed the existing ratings on the
company, including the 'BB+' corporate credit rating.  The outlook
is stable.
      
"Since the new term loan will largely be used to refinance
existing debt, the company's financial profile is expected to
remain unchanged," said Standard & Poor's credit analyst Catherine
Cosentino.

The ratings on American Tower reflect the promising prospects of
its wireless tower leasing business, which is expected to generate
increasingly stronger levels of net free cash flow after capital
expenditures.  Despite these very favorable business-risk
characteristics, which are indicative of an investment-grade
business-risk profile, ratings are constrained by the company's
aggressive financial policy.  The company completed its $750
million stock repurchase plan in February 2007, and a more
recently authorized $1.5 billion share repurchase plan is expected
to be carried out through February 2008.  Management has also
indicated that it is targeting a debt to EBITDA ratio of 4x-6x, or
in the mid-5x to 8x area, after adjustment.
     
The cash flows generated by its business have a fairly high degree
of stability, given the long-term nature of the carrier contracts
and high contract renewal rates.  The high operating leverage of
the business also contributes to extremely healthy tower gross
profit and overall EBITDA margins, which totaled 76% and 63%,
respectively, for the second quarter of 2007, excluding $3.6
million of recurring quarterly interest income from TV Azteca, the
Mexican TV broadcast operator with which American Tower has a
communications tower venture.
     
These high profit metrics, however, are partially offset by the
company's aggressive financial profile, which incorporates
anticipated material levels of stock repurchases, and a debt to
2007 second-quarter EBITDA of 4.2x, excluding operating lease
adjustments and noncash stock compensation expense (5.7x,
including operating lease adjustments).  margins, which totaled
76% and 63%, respectively, for the second quarter of 2007,
excluding $3.6 million of recurring quarterly interest income from
TV Azteca, the Mexican TV broadcast operator with which American
Tower has a communications tower venture.
     
These high profit metrics, however, are partially offset by the
company's aggressive financial profile, which incorporates
anticipated material levels of stock repurchases, and a debt to
2007 second-quarter EBITDA of 4.2x, excluding operating lease
adjustments and noncash stock compensation expense 5.7x, including
operating lease adjustments).


AQUA DULCE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Aqua Dulce Partners, G.P.
        P.O. Box 820789
        Dallas, TX 75882

Bankruptcy Case No.: 07-34389

Chapter 11 Petition Date: September 4, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Dennis Oliver Olson, Esq.
                  Olson, Nicoud & Gueck
                  1201 Main Street, Suite 2470
                  Dallas, TX 75202
                  Tel: (214) 979-7300
                  Fax: (214) 979-7301

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.


AVADO BRANDS: Files for Chapter 11 Protection in Delaware
---------------------------------------------------------
Avado Brands Inc., parent company of Don Pablo's and Hop's
restaurants, and several of its affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.  
The company will continue to operate its restaurants in the
ordinary course of business and anticipates a rapid emergence from
Chapter 11.

Avado intends to continue to conduct business as usual. Customers
nationwide will continue to receive superior service and great
food without interruption.  The company has already arranged and
is seeking Bankruptcy Court approval for a
$67 million debtor-in-possession credit facility to be provided by
a group of lenders led by DDJ Capital Management, LLC as Agent.  
With this facility the company will have sufficient liquidity to
operate its business going forward.  Post-petition obligations to
vendors, employees and others will be honored and satisfied in the
normal course of business.

Avado plans to use the Chapter 11 process to complete an orderly
sale of the company's assets, via section 363 of the Bankruptcy
Code, to a buyer that is committed to the long-term health and
stability of the company.

"The Board of Directors of Avado Brands believes that the sale of
the company's assets will result in the company's operations being
supported by a better capitalized entity allowing for all of
Avado's restaurants to achieve their potential, David Barr,
Chairman of Avado Brands, stated.  "The Board believes that Avado
has the right management team and the correct initiatives in place
to successfully complete this process."

"There will be no disruption in our business during this
bankruptcy process," Raymond "Rick" Barbrick, chief executive
officer of Avado Brands, Inc. stated.  "The management team plans
to remain with the company and is confident in the future of Avado
Brands and the strength of the Don Pablo's and Hop's restaurants.  
We appreciate the full and continued support of our customers,
vendors, dedicated business partners and employees.  It is
management's hope and desire for the restaurants of Avado to be
poised for growth upon emergence from Chapter 11 in the near
future."

Headquartered in Madison, Georgia, Avado Brands, Inc. --
http://www.avado.com/-- owns and operates two proprietary brands  
comprised of 102 Don Pablo's Mexican Kitchens and 37 Hops
Grillhouse & Breweries.


BANK OF QUEENSLAND: Moody's Holds C Bank Financial Strength Rating
------------------------------------------------------------------
Moody's Investors Service affirmed Bank of Queensland Limited's
ratings of A2 / Prime-1 for deposits and other senior obligations,
and its bank financial strength rating of C.  The affirmation
follows the bank's announcement of an offer for Home Building
Society.  The ratings outlook remains Stable.

"The merger is consistent with Bank of Queensland's efforts to
rapidly expanding its retail banking network, which includes its
recent announcement of its intention to acquire Mackay Permanent
Building Society in central Queensland and the acquisition of
Pioneer Permanent Building Society completed in December 2006",
says Marina Ip, an Analyst with Moody's Sydney office.

Under the terms of the merger agreement, to be implemented via a
scheme of arrangement, Home shareholders will receive 0.844 new
Bank of Queensland shares and A$2.80 cash for each Home share they
own.

"Whilst the scale of the Mackay and Pioneer acquisitions were
small relative to the bank, the size of the Home acquisition is
much larger at an asset size of
AUD2.9 billion (around 15% of the asset size of Bank of
Queensland), which reflects the recent merger of Home and
Statewest Financial Services Limited (a credit union based in
Western Australia) completed in July 2006" Ms. Ip adds.  Home's
size and geographic remoteness will constitute a further
integration challenge for Bank of Queensland, at a time when it is
already assimilating two other institutions.  Home operates
primarily on the West coast of Australia, while the majority of
Bank of Queensland's business is located on the East coast.

Nonetheless, this acquisition will result in a larger national
footprint for both institutions, expanding into Australia's
fastest growing states.  It also provides cross-selling
opportunities and improved geographic diversification of earnings.

The ratings affirmation incorporates a potential deterioration in
BOQ's financial position.  Capital adequacy is projected to fall
as a consequence of goodwill arising from Home's acquisition of
Statewest and Bank of Queensland's acquisition of Home, however
the merged entity is expected to remain within the bank's stated
Tier 1 Capital target range of 7-8%.  In the interim, risk-
adjusted profitability is also expected to fall due to integration
costs as well as the weaker efficiency levels of the smaller
institutions.

The financial impact of BOQ's most recent merger places the bank
at a weaker position within its ratings band.  Moody's notes that
any future acquisitions that lead to a further decline in the
bank's financial ratios, in particular its tangible common equity
to risk weighted assets ratio, may result in a review of the
current A2 / C ratings.

Bank of Queensland is headquartered in Brisbane, Queensland,
Australia.  It reported assets of AUD18.345 billion (about $14.452
billion) at 1H2007.

Home Building Society is headquartered in Perth, Western
Australia, Australia.  It reported assets of AUD2.876 billion
(about $2.268 billion) at 1H 2007.


BEAR STEARNS: Court Denies Ch. 15 Case, Says Funds are U.S.-Based
-----------------------------------------------------------------
The Hon. Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York denied the liquidators' request for
recognition of the insolvency proceedings of Bear Stearns High-
Grade Structured Credit Strategies Master Fund, Ltd., and Bear
Stearns High-Grade Structured Credit Strategies Enhanced Leverage
Master Fund, Ltd., in the Cayman Islands as "foreign main"
proceedings under Chapter 15 of the Bankruptcy Code.

On July 30, 2007, the Bear Stearns Funds filed winding-up
proceedings under the Companies Law (2007 Revision) of the Cayman
Islands, citing insolvency due to volatility in the subprime
market, which resulted to margin calls.  

The next day, Simon Lovell Clayton Whicker and Kristen Beighton,
the Cayman Court-appointed joint provisional liquidators, as
foreign representatives, filed with the Southern District of New
York Bankruptcy Court a Chapter 15 petition seeking recognition
of the Foreign Proceedings as foreign main proceedings, or in the
alternative, as foreign non-main proceedings.

Under Section 1502(4) of the Bankruptcy Code, a foreign main
proceeding is defined as a "foreign proceeding pending in the
country where the debtor has the center of its main interests."  
A foreign non-main proceeding, on the other hand, is defined by
Section 1502(5) as any other proceeding "pending in a country
where the debtor has an establishment."

"Establishment" is defined in Section 1502(2) as "any place of
operations where the debtor carries out a nontransitory economic
activity."

Section 1516(c) provides that"[i]n the absence of evidence to the
contrary, the debtor's registered office . . . is presumed to be
the center of the debtor's main interests," Judge Lifland says.  
The Guide to Enactment of the UNCITRAL Model Law on Cross-Border
Insolvency explains that the use of the concept "where the debtor
has the centre of its main interests" as the determination that a
foreign proceeding is a "main" proceeding was modeled on the use
of the concept in the European Union Convention on Insolvency
Proceedings.  

In the regulation adopting the EU Convention, the COMI concept is
elaborated on as "the place where the debtor conducts the
administration of his interests on a regular basis and is
therefore ascertainable by third parties," Judge Lifland adds.

The Foreign Representatives argue that because no objections have
been filed to their Chapter 15 Petition and the Bear Stearns
Funds' registered offices are in the Cayman Islands, the U.S.
Bankruptcy Court should recognize the Foreign Proceedings as main
proceedings.

Judge Lifland rejects the Foreign Representatives' contention.

Judge Lifland points out that the Foreign Representatives'
pleadings provide the evidence to establish that the Funds' COMI
is in the United States and not in the Cayman Islands.  The only
adhesive connection with the Cayman Islands that the Funds have
is the fact that they are registered there, Judge Lifland adds.  

Judge Lifland further points out that the Bear Stearns Funds'
Chapter 15 Petitions have demonstrated that:

   * the Funds have no employees or managers in the Cayman
     Islands;

   * the Funds' investment manager is located in New York;

   * the Funds' Administrator that runs their back-office
     operations is in the U.S. along with their books and
     records; and

   * before the commencement of the Foreign Proceedings, all of
     the Funds' liquid assets were located in the U.S.

During the hearing, Mr. Whicker testified that, although two of
the three investors in the High-Grade Fund are registered as
Cayman Islands companies, both Cayman Islands investors are Bear
Stearns entities, which appear to have the same minimum Cayman
Islands profile as do the Funds.  Meanwhile, the sole investor in
the Enhanced Fund is a U.K. entity.   

Judge Lifland also notes that:

   * the investor registries of the Funds are maintained and
     located in the Republic of Ireland;

   * accounts receivables are located throughout Europe and the
     United States; and

   * counterparties to master repurchase and swap agreements are
     based both inside and outside the United States but none are
     claimed to be in the Cayman Islands.
                                                                     
Moreover, there apparently exists the possibility that
prepetition transactions conducted in the United States may be
avoidable under U.S. law, Judge Lifland says.  

Accordingly, the presumption that the COMI is the place of the
Funds' registered offices has been rebutted by evidence to the
contrary, Judge Lifland holds.  Each of the Funds' real seat and
therefore their COMI is (i) the United States, the place where
the Funds conduct the administration of their interests on a
regular basis and which is ascertainable by third parties, and
(ii) located in the Southern District of New York where principal
interests, assets and management are located.

Judge Lifland also rules that the Foreign Proceedings are not
eligible for relief as non-main proceedings under Chapter 15.

If recognition is to be accorded to the Foreign Proceeding as
non-main, Judge Lifland says the eligibility requirements of
Section 1502(5) must be met.  Specifically, there must be an
"establishment" in the Cayman Islands for the conduct of
nontransitory economic activity.  

As shown by evidence presented with the U.S. Court, Judge Lifland
finds that there is no pertinent nontransitory economic activity
conducted locally in the Cayman Islands by the Funds; only those
activities necessary to their offshore "business."  Judge Lifland
adds that the only cash account funds on deposit, which is more
than $15,000,000, migrated to the Cayman Islands after the Cayman
Islands proceedings were initiated.

Judge Lifland says that even if he were to strain to find
sufficient factors to satisfy the "nonmain" eligibility status
pursuant to Section 1502(5), the effort does not yield a finding
of a seat for local business activity.

Nonrecognition of the Foreign Proceedings, however, does not
leave the Foreign Representatives without the ability to obtain
relief from U.S. Courts, Judge Lifland clarifies.  Section
303(b)(4) specifically provides that an involuntary case may be
commenced under Chapter 7 or 11 by a foreign representative of
the estate so that a foreign representative is not left
remediless on nonrecognition.  In addition, Section 1509(f)
provides that failure of a foreign representative to obtain
recognition under Chapter 15 does not affect any right the
foreign representative may have to sue in a U.S. court to collect
or recover a claim, which is property of the debtor.

             Funds Can File Chapter 11 or 7 Petitions

Judge Lifland holds that denial of the Foreign Representatives'
request is without prejudice to the filing of a Chapter 11 or a
Chapter 7 case.  

Judge Lifland rules that the Preliminary Injunction Order will
remain in effect until September 29, 2007, to give parties-in-
interest an opportunity to file a Chapter 11 or a Chapter 7
petition in the district where the seat of the Funds' management
functions are located.

Judge Lifland says that if there are no Chapter 11 or Chapter 7
petition filings, the Injunction Order will automatically
dissolve after September 29, 2007.

The Associated Press reports the Funds' liquidators see
recoveries of $25,000,000 for High-Grade Fund creditors and less
than $50,000,000 for Enhanced Leverage Fund creditors.

Jay Westbrook, a law professor at the University of Texas at
Austin who helped author the Chapter 15 law, along with Judge
Lifland, said the ruling is "the right result," Bloomberg News
reports.  "The decision doesn't surprise me at all," Mr.
Westbrook said.

Mr. Westbrook believes Bear Stearns may appeal the U.S. Court's
decision, Bloomberg relates.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed
joint provisional liquidators.  The joint liquidators filed for
Chapter 15 petitions before the U.S. Bankruptcy Court for the
Southern District of New York the next day.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Investors Want Bear Stearns Out of HGEL Funds
-----------------------------------------------------------
The beneficial holders of more than 25% of the equity of Bear
Stearns High-Grade Structured Credit Strategies Enhanced Fund,
L.P. and Bear Stearns High-Grade Structured Credit Strategies
Enhanced Leverage (Overseas) Ltd., want FTI Capital Advisors LLC
to replace Bear Stearns Cos. as general partner or director of
HGEL Domestic and HGEL Overseas.

In a notice filed with the U.S. Bankruptcy Court for the
Southern District of New York, John C. Crittenden, III, a managing
director at FTI Capital Advisors, said his firm is willing to
serve
as general partner and director of the HGEL funds.  FTI Capital
Advisors is the investment-banking arm of FTI Consulting, Inc.

Pending FTI's election, the firm has asked for copies of all
notices and other papers filed in the Chapter 15 cases of Bear
Stearns High-Grade Structured Credit Strategies Master Fund, Ltd.,
and Bear Stearns High-Grade Structured Credit Strategies Enhanced
Leverage Master Fund, Ltd.

The HGEL funds' equity holders will convene a meeting in the
"immediate future" to consider FTI's election, Mr. Crittenden
said.

The investors want FTI to help determine what went wrong at the
funds and who may be responsible, The Wall Street Journal reports,
citing a person familiar with the court filing.  The investors are
also concerned that Bear Stearns has been slow to respond to the
replacement initiative, that source said.

The investors are represented by Reed Smith LLP, Journal writer
Randall Smith says, citing a person familiar with the filing.  The
notice didn't identify any of the equity holders who want Bear
Stearns replaced.

A spokesman for Bear referred questions to KPMG, the Bear Stearns
Funds' provisional liquidators, but KPMG officials knowledgeable
on the matter couldn't be reached, Mr. Smith relates.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed
joint provisional liquidators.  The joint liquidators filed for
Chapter 15 petitions before the U.S. Bankruptcy Court for the
Southern District of New York the next day.  On August 30, 2007,
the Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Moody's Cuts Rating on Class M-8 Certificates to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded three certificates from one
Bear Stearns deal, issued in 2004.  The underlying assets in the
transaction consist of subprime seasoned residential mortgage
loans.

The certificates are being downgraded based on a decrease in
available credit enhancement.  The underlying pools in the
transaction are below the overcollateralization target as of the
Aug. 25, 2007 reporting date.

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust

Downgrades:

-- Series 2004-BO1; Class M-6, downgraded to Baa3 from Baa1;
-- Series 2004-BO1; Class M-7, downgraded to Ba2 from Baa2;
-- Series 2004-BO1; Class M-8, downgraded to B3 from Baa3.


CALPINE CORP: Wants to Assume California Water Department Accord
----------------------------------------------------------------
Calpine Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to assume a master power purchase and sale agreement between
Debtor Calpine Energy Services, L.P., and the California
Department of Water Resources.

Edward O. Sassower, Esq., at Kirkland & Ellis, LLP, in New York,
relates that shortly after the Petition Date, the Debtors sought
to reject certain energy contracts, including the PSA.  The
California Water Department objected to the Debtors' request and
the matter is now pending before the U.S. District Court for the
Southern District of New York.

The Debtors determined that litigation of their dispute with the
California Water Department is costly, hence, the parties engaged
in settlement discussions for a resolution of the issues
surrounding the PSA, at the same time re-examining the economic
consequences of PSA and the implications of repudiating or
rejecting the contract.

The parties reached a settlement memorialized in a Stipulated
Order filed with the District Court.  The Stipulated Order
provides for the Debtors to file a motion seeking to assume the
PSA and to reinstate the Guaranty on or before August 29, 2007,
before the Bankruptcy Court.

The Stipulated Order further provides that:

  (a) the parties agree that no defaults exist under PSA and,
      accordingly, no cure is necessary for assumption of the
      Contract;

  (b) after entry of orders by the Bankruptcy Court approving
      the Assumption Motion and the District Court approving the
      Stipulated Order, the Department's objection to the
      Debtors' Rejection Motion will be deemed withdrawn;

  (c) after entry of an order by the Bankruptcy Court approving
      the Assumption Motion, the Department's appeal filed in
      the District Court will be deemed withdrawn;

  (d) all District Court proceedings concerning the Department's
      Objection, but excluding the Stipulated Order, are stayed
      during the pendency of the Assumption Motion;

  (e) the Debtors will promptly amend their Plan of
      Reorganization to reflect that the PSA has been assumed;

  (f) any conflict that arises between the terms of the Plan of
      Reorganization and the Stipulated Order will be resolved
      in favor of the Stipulated Order; and

  (g) all disputes between the parties regarding interpretation
      and enforcement of the Stipulated Order will be heard by
      the District Court.

"Since entering into our power sales agreement with the
Department of Water Resources in 2001, Calpine has continued to
meet all of our performance obligations under this contract,"
Calpine Chief Executive Officer Robert P. May stated in a company
press release.  "We are especially proud to have upheld our
commitment to the state throughout Calpine's Chapter 11
restructuring and are pleased to be in a position to formally
assume this important power contract for Calpine and the state of
California."

"We look forward to building on our long-standing relationship
with the Department of Water Resources and our other power
customers to help assure that California can continue to rely
upon Calpine for delivering clean, reliable and cost-effective
electricity," Mr. May added.

                     About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Disclosure Statement has been reset to
Sept. 25.  (Calpine Bankruptcy News, Issue No. 59 Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


CALPINE CORP: Wants Court Approval on Oxford Settlement Agreement
-----------------------------------------------------------------
Richard M. Cieri, Esq., at Kirkland & Ellis, LLP, in New York,
relates that Calpine Corporation purchased membership interests
in Debtor Towantic Energy, L.L.C., in September 1999.  Towantic
has a certificate from the Connecticut Siting Council to
construct a 512-megawatt combined cycle gas-fired power plant in
Oxford, Connecticut.

Mr. Cieri states, however, that no construction or installation
efforts have taken place in the project.

Because of the significant remaining costs and various other
considerations for the Project, the Debtors decided that it would
be best to exit the Project, Mr. Cieri continues.  In May 2007,
the  Debtors entered into a sale agreement with Aircraft Services
Corporation, a wholly owned subsidiary of General Electric
Company, for the purchase of Towantic.  The sale, which expects
proceeds to be under $15,000,000, was done pursuant to the De
Minimis Sale Order.

The town of Oxford conveyed certain real property to Towantic for
the development of the Project.  Towantic and Oxford also entered
into a series of agreements, which includes a development
agreement, a tax stabilization agreement and a community support
agreement.

In July 2006, Mr. Cieri notes, Oxford filed Claim No. 2746
asserting not less than $2,000,000, plus additional damages,
stemming from the Debtors' alleged breach of the Oxford
Agreements.  The Claim also includes amounts due on account of
future tax revenues payable to Oxford.

The Sale Agreement contemplates that Aircraft Services will
assume, resolve or otherwise obtain releases of certain of the
Debtors' liabilities pursuant to the Project.  Thus, Towantic,
Aircraft Services and Oxford negotiated a settlement of Claim
No. 2746.

The Settlement provides for the amendment of certain terms and
conditions of the Oxford Agreements relating to the construction
and development of the Towantic Project and to facilitate the
sale to Aircraft Services, Mr. Cieri tells Judge Lifland.  The
Settlement also adjusts Towantic's tax liability payment
schedule, including the deferral of certain amounts payable under
the Oxford Agreements.

The Settlement further requires Towantic to pay $2,100,000 to
Oxford for tax liabilities and development costs relating to the
Project.

Moreover, Oxford will release the Debtors from all liabilities
arising from the development of the Project.  In exchange, Claim
No. 2746 will be expunged.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve their Settlement
Agreement with Oxford.

                     About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Disclosure Statement has been reset to
Sept. 25.  (Calpine Bankruptcy News, Issue No. 59 Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


CHAPARRAL STEEL: FCO of Germany Clears Gerdau Ameristeel Merger
---------------------------------------------------------------
Chaparral Steel Company and Gerdau Ameristeel Corporation
have received a letter dated Sept. 3, 2007, from the Federal
Cartel Office of the Federal Republic of Germany, clearing the
transaction.

The consummation of the merger remains subject to customary
conditions, including adoption of the Agreement and Plan of Merger
by Chaparral's stockholders.

Investors and security holders may obtain a free copy of the proxy
statement and other documents filed by Chaparral at the Securities
and Exchange Commission's by directing such request to Chaparral
Investor Relations, telephone (972) 779-1032.
    
                     About Gerdau Ameristeel

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA, TSX: GNA) -- http://www.gerdauameristeel.com/-- is a  
minimill steel producer in North America with annual manufacturing
capacity of over 9 million tons of mill finished steel products.  
Through its vertically integrated network of 17 minimills
(including one 50%-owned joint venture minimill), 17 scrap
recycling facilities and 51 downstream operations (including seven
joint venture fabrication facilities), Gerdau Ameristeel serves
customers throughout North America.  The company's products are
generally sold to steel service centers, to steel fabricators, or
directly to original equipment manufacturers for use in a variety
of industries, including construction, automotive, mining,
cellular and electrical transmission, metal building manufacturing
and equipment manufacturing.  The company is a subsidiary of
Brazil's Gerdau SA.

                      About Chaparral Steel

Headquartered in Midlothian, Texas, Chaparral Steel Company
(NASDAQ: CHAP) -- http://www.chapusa.com/-- is a producer of
structural steel products in North America and also a major
producer of steel bar products.  It operates two mini-mills, one
located in Midlothian, Texas, and the other located in Dinwiddie
County, Virginia.  The company has approximately 1,400 employees
and an annual installed capacity of 2.9 million metric tons.

                          *     *     *

In July 2007, Moody's Investor Services placed Chaparral Steel
Company's probability of default and long term corporate family
ratings at "Ba3".

At the same time, Standard and Poor's assigned a B+ rating on the
company's long term foreign and local issuer credits.


CHARTER COMM: June 30 Balance Sheet Upside-Down by $6.8 Billion
---------------------------------------------------------------
Charter Communications Inc.'s consolidated balance sheet at
$15.05 billion in total assets, $21.70 billion in total
liabilities, $195 million in minority interest, and $4 million in
redeemable preferred stock, resulting in a $6.8 billion total
stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $363 million in total current
assets available to pay $1.26 billion in total current
liabilities.

The company incurred a net loss of $360 million in the three
months ended June 30, 2007, a decrease from the net loss of
$382 million reported last year, mainly due to higher revenues.

Revenues rose 8.4% to $1.50 billion from $1.38 billion, driven by
significant increases in telephone and high-speed Internet (HSI)
revenues.

Operating income from continuing operations increased to
$200 million from $146 million, mainly due to revenues increasing
at a faster rate than expenses, reflecting increased operational
efficiencies, improved geographic footprint, and benefits from
improved third party contracts.

Average monthly revenue per analog video customer increased to
$93 for the three months ended June 30, 2007, from $82 for the
three months ended June 30, 2006, primarily as a result of
increases in digital, high-speed Internet and telephone customers,
and incremental revenues from OnDemand, DVR, high-definition
television services, and rate adjustments.

The increase in high-speed Internet revenues from non-commercial
customers is mainly attributable to the increase in high-speed
Internet customers.  High-speed Internet customers grew by 291,100
customers, offset by a loss of 39,600 customers related to asset
sales, from June 30, 2006, to June 30, 2007.

Revenues from telephone services increased primarily as a result
of an increase of 442,700 telephone customers from June 30, 2006,
to June 30, 2007.

Total costs and expenses increased to $1.30 billion from
$1.24 billion mainly due to increases in operating expenses and
selling, general and administrative expenses, partly offset by a
decrease in depreciation and amortization enpense.

Operating expenses increased from $611 million to $647 million  
mainly due to the increase in programming and labor costs.

Selling, general and administrative expenses increased from
$279 million to $317 million.  The increase in selling, general
and administrative expenses is attributable to the increase in
customer care costs and marketing costs.

Depreciation and amortization expense decreased from $340 million
to $334 million, and was primarily the result of systems sales and
certain assets becoming fully depreciated.

For the three months ended June 30, 2007, compared to the three
months ended June 30, 2006, net interest expense decreased from
$475 million to $471 million, which was a result of a decrease in
average debt outstanding from $19.7 billion for the second quarter
of 2006 to $19.2 billion for the second quarter of 2007 as well as
a decrease in average borrowing rate from 9.4% in the second
quarter of 2006 to 9.2% in the second quarter of 2007.

            Capital Expenditures, Debt & Cash on Hand

Expenditures for property, plant, and equipment for the second
quarter of 2007 were $281 million, compared to second-quarter 2006
expenditures of $298 million.  The slight decrease in capital
expenditures primarily reflects year-over-year decreases in
scalable infrastructure due to last year's aggressive roll-out of
telephone infrastructure.

As of June 30, 2007, Charter had $19.6 billion in long-term debt
and $81 million of cash on hand.  

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2307

                  About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband
communications company and a publicly traded cable operator in the
United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

                          *     *     *

As reported in the Troubled Company Reporter on April 20, 2007,
Standard & Poor's Ratings Services raised its ratings on Charter
Communications Inc. and related entities, including raising the
corporate credit ratings to 'B-' from 'CCC+', and removed the
ratings from CreditWatch.

At the same time, Standard & Poor's affirmed the bank loan and
recovery ratings on an aggregate $8.35 billion in senior secured
credit facilities, which the company closed to refinance its
previous bank loans.  The facilities consist of $8 billion in
senior secured credit facilities, rated 'B+', and a $350 million
third-lien term loan, rated 'B'.  The outlook is stable.


COMM 2006-C7: Fitch Holds Low-B Ratings on Six Cert. Classes
------------------------------------------------------------
Fitch has affirmed COMM 2006-C7 Mortgage Trust, commercial
mortgage pass-through certificates, as:

  -- $77.8 million class at A-1 'AAA';
  -- $108 million class A-2 at 'AAA';
  -- $40.1 million class A-3 at 'AAA';
  -- $98.8 million class A-AB at 'AAA';
  -- $1.1 billion class A-4 at 'AAA';
  -- $323.6 million class A-1A at 'AAA';
  -- $244.7 million class A-M at 'AAA';
  -- $189.7 million class A-J at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $52 million class B at 'AA';
  -- $24.5 million class C at 'AA-';
  -- $36.7 million class D at 'A';
  -- $21.4 million class E at 'A-';
  -- $30.6 million class F at 'BBB+';
  -- $24.5 million class G at 'BBB';
  -- $30.6 million class H at 'BBB-';
  -- $12.2 million class J at 'BB+';
  -- $6.2 million class K at 'BB';
  -- $9.2 million class L at 'BB-';
  -- $3.1 million class M at 'B+';
  -- $6.2 million class N at 'B';
  -- $9.2 million class O at 'B-'.

Fitch does not rate the $33.7 million class P certificates.

The affirmations reflect scheduled amortization and stable
performance since issuance.  As of the August 2007 distribution
date, the transaction's outstanding principal balance has been
reduced by 0.5% to $2.43 billion from $2.45 billion at issuance.

There is currently one loan (0.8%) in special servicing secured by
seven industrial properties and one office property located in MI,
NC, and TN, which are cross-collateralized and cross-defaulted.  
The loan transferred to the special servicer on July 27, 2007, due
to imminent default.  The special servicer is currently
negotiating a workout with the borrower.

Fitch reviewed year-end 2006 operating statement analysis reports
for the transaction's four credit assessed loans (6.4%):
Decoration & Design Building (4.1%), Valley Forge Convention Plaza
(1%), Marriot Resort Clearwater Beach on Sand Key (0.8%) and 4
Park Avenue (0.5%).  Based on their stable to improved performance
since issuance the loans maintain their investment grade credit
assessments.  The Decorating & Design Building loan (4.1%) is
secured by the leasehold interest in a 589,387 square foot
retail/design center located in Midtown Manhattan, NY.  Major
tenants include Brunschwig & Fils, Inc., Stark Carpet Corp. and F
Schumacher & Co. Occupancy as of
May 2007 remains stable at 98.7% compared to 99.7% at issuance.

The Valley Forge Convention Plaza loan (1%) is secured by a 488-
room hotel in King of Prussia, PA.  As of YE 2006, the average
daily rate has improved to $108.94 from $102.79 at issuance and
revenue per available room has improved to
$70.73 from $66.30 at issuance.  Occupancy as of YE 2006 remains
stable at 65% compared to 64.5% at issuance.


COMPTON PETROLEUM: Inks Pact for $270 Mil. Sale of Worsley Assets
-----------------------------------------------------------------
Compton Petroleum Corporation has entered into a purchase and sale
agreement with Birchcliff Energy Ltd. for the sale of its
conventional light oil assets at Worsley in the Peace River Arch
area of Alberta for total cash proceeds of $270 million effective
July 1, with closing scheduled for Sept. 27, 2007.
    
Current production from the property is approximately 3,500 boe/d,
including 4.8 mmcf/d of associated natural gas.  Reserves at
Worsley are estimated to be approximately
11.3 million boe proved and 15.1 million boe on a proved and
probable basis.  As such, the sale represents 6% of its proved
plus probable reserves as of Dec. 31, 2006.

The sale price equates to $77,143 per boe/d of production and
$23.89/boe of proved reserves and $17.88/boe of proved plus
probable reserves.  The value realized on the sale of these high
quality assets is reflective of the value of its petroleum and
natural gas assets as a whole.
    
The company is also in the process of the divestment of its oil
and natural gas properties at Cecil, also in the Peace River
Arch area of Alberta, and are targeting the fourth quarter to
finalize this transaction.  

Based upon its Dec. 31, 2006, reserve evaluation, the Worsley
property represents approximately two thirds of the value of the
combined Cecil/Worsley properties.
    
Proceeds from the sale will reduce the company's syndicated senior
debt and provide the company with additional financial resources
to continue the development of its focus natural gas resource
plays as outlined in its July 11, 2007, operational update.

               About Compton Petroleum Corporation

Based in Calgary, Alberta, Compton Petroleum Corporation (TSX:
CMT)(NYSE:CMZ) -- http://www.comptonpetroleum.com/-- is   
engaged in the exploration, development, and production of natural
gas, natural gas liquids, and crude oil in the Western
Canada Sedimentary Basin.  The company is a wholly-owed subsidiary
of Compton Petroleum Acquisition Limited.

                         *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Moody's Investors Service changed Compton Petroleum Corporation's
rating outlook to negative from stable.  Moody's placed the
company's corporate family rating at B1 and senior unsecured note
rating at B2.


CRICKET COMMS: Leap Deal Cues Moody's "Developing" Rating Outlook
-----------------------------------------------------------------
Moody's changed the rating outlook for Cricket Communications Inc.
to developing from stable following the announcement that
MetroPCS' parent, MetroPCS Communications Inc. delivered a
business combination proposal to Cricket's parent, Leap Wireless
International Inc.  The corporate family rating of Cricket is B2.

Outlook Actions:

Issuer: Cricket Communications, Inc.

-- Outlook, Changed To Developing From Stable

The developing outlook reflects the uncertainty over whether LEAP
will accept PCS' stock-for-stock combination proposal.  In
addition, the outlook change considers that the combination of
MetroPCS and Cricket, should it occur, would likely have positive
implications for the company's combined operating prospects and
potentially produce meaningful synergies, which Moody's currently
believes could warrant a change in outlooks of MetroPCS and
Cricket to positive.

Moody's intends to monitor the development of the proposal and
take additional actions as events unfold.  Should LEAP agree to a
merger with PCS, Moody's will seek to meet with management before
resolving the ratings outlooks as well as any potential changes to
individual instrument ratings should various debt instruments be
re-financed as a part of the proposed merger.  Alternatively,
should the two companies be unable to reach an agreement to merge,
Moody's expects to revert the rating outlooks back to stable.

Moody's notes that Cricket's bond and bank facilities contain
change of control provisions.  Moody's believes Cricket's bank
facility will need to be refinanced in the event that a business
combination occurs, while it is currently unclear whether the same
applies to Cricket's bonds.

MetroPCS Wireless Inc., a wholly owned subsidiary of MetroPCS
Communications Inc., provides unlimited use wireless service for a
flat monthly fee with no signed contract in major metropolitan
markets of the U.S.  The company is based in Dallas, Texas.

Leap Wireless International, Inc. wholly owns Cricket
Communications Inc., which is a wireless service provider.  Both
companies are headquartered in San Diego, California.


CWMBS: High Collateral Losses Prompt Moody's Ratings Downgrade
--------------------------------------------------------------
Moody's Investors Service downgraded four tranches from two
Countrywide securitizations.  The underlying collateral of each
deal consists of FHA insured and VA guaranteed reperforming loans.

The downgrades are based on the fact that the collateral has
experienced higher than anticipated losses to date.  The effect of
such losses has been that unrated subordinate tranches have
experienced writedowns which have reduced the credit enhancement
available to rated tranches which rely on subordination for
protection. Given this reduction in enhancement, the protection
currently available to the bonds in question relative to projected
losses has proven to be insufficient to maintain current ratings.

Complete rating action is as follows:

Issuer: Reperforming Loan REMIC Trust 2003-R2

-- Class B-3, Downgraded to B2, previously Ba2;
-- Class B-4, Downgraded to Caa3, previously B2.

Issuer: CWMBS, Inc. Structured Pass-Through Certificates Series
2003-R3

-- Class B-3, Downgraded to B1, previously Ba2;
-- Class B-4, Downgraded to Caa3, previously B2.


DANA CORP: Wants Court Approval on Chrysler Settlement Agreement
----------------------------------------------------------------
Chrysler Company LLC, on behalf of itself and Chrysler Motors
LLC and Chrysler Canada Inc., is one of the Dana Corp.'s largest
customers, Robert J. Feinstein, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub, LLP, in New York, relates.  The Debtors
supply approximately $500,000,000 in Component Parts to Chrysler
annually.

However, the supply of certain Component Parts was not profitable
for the Debtors, thus they undertook negotiations regarding
revised pricing that would enable them to continue to supply the
Parts to Chrysler under improved terms.

Also, prior tofiling for bankruptcy, certain Debtors purchased
axles from Chrysler.  The Debtors and Chrysler signed an agreement
to permit triangular set-offs whereby the parties agreed that
Chrysler may debit the accounts of certain Dana entities for sums
they owe to Chrysler relating to the prepetition axles.  Dana
Corp. questioned whether it had authority to enter into the Setoff
Agreement on behalf of its subsidiaries and whether the Setoff
Agreement was enforceable in its entirety.  Chrysler placed all
accounts owing to certain Dana entities as of the bankruptcy
filing on administrative hold due to the dispute on the Setoff
Agreement.

In September 2006, Chrysler filed claims against each of the
Debtors with each claim seeking recovery of:

  -- $715,290 for axles shipped from Chrysler to certain Debtors
     before the Petition Date;

  -- $75,706 for warranty claims as of September 8, 2006; and

  -- unliquidated amounts for postpetition warranty claims.

Chrysler asserts that its Claims are secured claims to the extent
of its set-off and recoupment rights.

Thus, the Debtors and Chrysler engaged in negotiations regarding
a comprehensive, consensual resolution of all customer pricing
issues in connection with certain prepetition purchase orders and
a related prepetition Setoff Agreement.

As a result, the parties entered into a settlement agreement,
which provides that:

  (a) The Debtors modify purchase orders and assume them.  The
      Modified Purchase Orders provide for increased piece
      prices for the Component Parts.  The Debtors will also
      assume existing purchase orders with Chrysler.

  (b) The Debtors and Chrysler will cooperate to support an axle
      co-sourcing initiative targeted to lower component
      acquisition costs.

  (c) The parties will share any Value Analysis/Value
      Engineering program savings for the duration of each of
      the programs in question and will memorialize those
      agreements periodically via appropriate purchase order
      amendments and price reductions.

  (d) The Debtors will assume the Setoff Agreement.  Chrysler
      will be allowed to set off its Claims against any amounts
      it owes to any Debtor.

  (d) Chrysler will withdraw with prejudice its Claims, provided
      that the Debtors will continue to be responsible for all
      warranty claims under the Purchase Orders.

  (e) The Debtors will waive and release all claims they have
      against Chrysler, excluding any obligations under the
      Settlement Agreement and claims for payment of bona fide
      invoices for Component Parts issued by the Debtors after
      the Petition Date and any warranty claims.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve the Chrysler
Settlement Agreement.

The Debtors have sought and obtained the Court's permission to
file certain exhibits and the Settlement Agreement under seal
because, according to Mr. Feinstein, they contain confidential
information that may harm the Debtors and Chrysler if disclosed
to the public.

                         About Dana Corp.

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

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

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

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

The Debtors' filed their Joint Plan of Reorganization on Aug. 31,
2007.  (Dana Corporation Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


DANA CORP: Wants Court Nod on the Ford Commercial Agreements
------------------------------------------------------------
Dana Corp. and its debtor-affiliates manufacture vehicle frames
Ford Motor Company's F-150 full-size pickup truck.  Ford is the
largest customer of the Debtors and their nondebtor affiliates,
Corinne Ball, Esq., at Jones Day, in New York, relates.  Global
sales of the Debtors' Frames to Ford have produced annual revenues
for the Debtors in hundreds of millions of dollars.

However, before filing for bankruptcy, the manufacture and sale of
Frames became unprofitable as a result of a number of factors,
including rising commodity and energy costs, declining market
share for the Debtors' OEM customers and significant legacy
costs.  Thus, as part of their restructuring efforts, the Debtors
reviewed their customer relationships as a whole and undertook
negotiations with each of their customers regarding potential
changes to commercial terms that would enable them to manufacture
and supply Frames at an economically sustainable level.

With Ford, these negotiations largely were conducted in late 2006
and resulted in an agreement in principle between the parties
that was reached in December 2006, Ms. Ball says.  The
negotiations ultimately resulted in the execution of a series of
commercial agreements in August 2007.

The Commercial Agreements with Ford, among other things:

  (a) modify the commercial terms of certain existing agreements
      between the parties, including purchase orders;

  (b) establish the terms and conditions upon which the sale of
      Frames from Dana to Ford will be conducted going forward;

  (c) resolve certain issues relating to the future sourcing of
      F-150 Frames;

  (d) resolve related disputes and claims that previously have
      been asserted by Dana against Ford and provide for
      appropriate releases; and

  (e) resolve other commercial issues.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve the Ford Commercial
Agreements.

The Debtors have sought and obtained the Court's permission to
file the Commercial Agreements under seal.  Ms. Ball says the
Agreements contain confidential and commercially sensitive
pricing information and other commercial terms that if disclosed
will harm both the Debtors and Ford.

                         About Dana Corp.

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

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

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

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

The Debtors' filed their Joint Plan of Reorganization on Aug. 31,
2007.  (Dana Corporation Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


DRESSER-RAND: S&P Rates $500 Mil. Sr. Revolving Facility at "BB-"
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to the $500 million senior secured revolving
credit facility due 2012 of Dresser-Rand Group Inc. (BB-
/Stable/--).  The 'BB+' rating, and '1' recovery rating, indicate
expectation of very high (90%-100%) recovery in the event of a
payment default.
      
On Aug. 30, 2007, Dresser-Rand announced that it had amended its
senior secured credit facility and increased it by $150 million,
to $500 million.  The increased facility will enable Dresser-Rand
to manage working capital issues as the company executes its
growth strategy.
     
The corporate credit rating is 'BB-', reflecting the company's
exposure to the highly cyclical oil and gas production and
processing industries and its short track record as a stand-alone
company, which makes assessing financial performance in a cyclical
downturn difficult.  Partially mitigating these weaknesses are the
company's intermediate leverage and strong aftermarket component
of revenues.

Ratings List

Dresser-Rand Group Inc.
Corporate credit rating           BB-/Stable/--

New Rating

Dresser-Rand Group Inc.
Senior Secured                    BB+
  Recovery Rating                  1


DURA AUTOMOTIVE: Names Tim Trenary as Chief Financial Officer
------------------------------------------------------------
C. Timothy Trenary, 51, will join DURA Automotive Systems, Inc. as
vice president and chief financial officer, effective
Sept. 16, 2007.  He succeeds David L. Harbert, a Tatum LLP
Partner, who has served as DURA's interim chief financial officer
during restructuring.  Mr. Harbert will remain with DURA through
September to ensure a smooth transition.

"Tim's extensive financial and management experience with major
automotive suppliers make him a great fit for DURA Automotive,"
Larry Denton, chairman and chief executive officer of DURA, said.  
"We're excited to have Tim on board.  I'd also like to thank David
for his many contributions as interim chief financial officer
through our reorganization."

Mr. Trenary brings nearly 30 years of financial expertise,
including capital formation and transactions, in the automotive
and telecommunications industries.  Since 2005, Mr. Trenary has
been at Collins & Aikman Corporation, an automotive interiors
supplier, first as vice president and treasurer and then as
executive vice president and chief financial officer.  There, he
joined a new management team and provided operational focus to the
finance function and strategic vision to the company.

Between 2001 to 2005, Mr. Trenary served at Federal-Mogul
Corporation, a global auto parts supplier, in several positions,
most recently as director of financial services and processes.  
Mr. Trenary previously was chief financial officer and chief
operating officer of James Cable Partners, L.P.  He began his
career as an auditor for what is now Ernst & Young.

"I'm excited by the opportunity to help DURA complete its
reorganization plans and I look forward to working with DURA's
talented employees," Mr. Trenary said.  "The company has a strong
reputation for offering high-quality, innovative automotive
products and outstanding service.  DURA also has a competitive
market position with a strengthened balance sheet and has
tremendous potential to grow and attract new customers around the
world."

Mr. Trenary is a certified public accountant.  He earned an MBA
with honors from the University of Detroit and a bachelor's degree
in accounting with honors from Michigan State University.

                     About DURA Automotive

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

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


DURA AUTOMOTIVE: Insight Equity Acquires Atwood Mobile Products
---------------------------------------------------------------
DURA Automotive Systems, Inc. and Insight Equity I L.P., the
Dallas, Texas-area private equity firm, reported the close of the
sale of DURA's Atwood Mobile Products division to Insight Equity I
L.P for $160.2 million.  Insight made the acquisition through
Atwood Mobile Products LLC (fka Atwood Acquisition Co., LLC), the
investment vehicle Insight created for the acquisition of Atwood,
an independent manufacturer of gas appliances, windows, doors,
electronics and hardware to the Recreation Vehicle industry.

"We are excited to add Atwood Mobile Products to the Insight
portfolio," Ted Beneski, Managing Partner and CEO of Insight,
said.  "Our vision for the future is to continue to build the
company into the industry's leading manufacturer of RV
components."

With approximately $330 million in 2006 sales, Atwood Mobile
Products designs and manufactures furnaces, water heaters, ranges,
hardware, windows and doors, and electronics for use in RVs,
manufactured homes, specialty trailers, and other vehicles.  
Headquartered in Elkhart, Indiana, Atwood serves hundreds of
customers through nine plants located in Tennessee, Utah, Ohio,
Iowa and Indiana.

Atwood provides the most extensive product line of any supplier to
the recreation vehicle industry.  More than 90% of the recreation
vehicles on the road today use Atwood products.  The RV industry
has experienced strong growth historically, with RV ownership
currently at record levels.  Industry trends point toward
significant future growth as well due to favorable population
demographics and increasing interest in RV's.

"Atwood is a profitable business poised for growth with Insight,"
Larry Denton, DURA's Chairman and Chief Executive Officer, said.  
"This divestiture allows DURA to focus on its core automotive
parts business while we position DURA for long-term success and
emergence from Chapter 11 this year."

"While the financing markets were as difficult as I have ever seen
them, Insight delivered on its original commitment to purchase
Atwood for $160.2 million through Dura's 363 bankruptcy sale
process," Insight Principal Conner Searcy noted.  "This is a
testament to Insight's ability to get difficult transactions done
while other buyout firms are pulling back from the market and
walking away from deals."

For the operationally focused private equity firm, Eliot Kerlin, a
Vice President with Insight, observed, "Atwood is a classic
Insight acquisition -- strong strategic positioning and a well-
known platform in its industry, yet with significant operational
and growth opportunities ahead.  We are excited to partner with
the Company's employees as we begin a 'new day' at Atwood."

Atwood is the eighth acquisition in Insight's current fund, which
closed in July 2005. Atwood also represents the 4th investment
Insight has made during the last eleven months in domestic
transportation manufacturing companies.

DURA was advised by Miller Buckfire, AlixPartners and Kirkland &
Ellis in connection with this transaction.  Insight Equity was
represented by Hunton & Williams.

                     About DURA Automotive

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

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


ECV DEVELOPMENT: Section 341(a) Meeting Scheduled for September 17
------------------------------------------------------------------
The United States Trustee for Region 15 will convene a meeting of
ECV Development LLC's creditors on Sept. 17, 2007, 1:00 p.m., at
Emerald Plaza Building in Suite 630.

This is the first meeting of the Debtors' creditors following a
conversion of their chapter 11 bankruptcy case to a chapter 7
liquidation proceeding, as granted by the Court on Aug. 21, 2007.

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

Headquartered in Carlsbad, California, ECV Development LLC first
filed for chapter 11 protection on July 28, 2006 (Bankr. S.D.
Calif. Case No. 06-02001).  The motion was dismissed on
November 28, 2006.  The Debtor filed for its Second Chapter 11
Protection on January 8, 2007 (Bankr. S.D. Calif. Case No. 07-
00052).  Raymond R. Lee, Esq. of Suppa, Trucchi & Henein LLP
represents the Debtor in its restructuring efforts.  All of the
Debtor's creditors are insiders.  No Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtor sought protection from its creditors, it listed assets and
debts between $1 million to $100 million.


EL PASO: Affiliate Registers IPO of 25 Million Common Units
-----------------------------------------------------------
El Paso Corporation's wholly owned subsidiary, El Paso Pipeline
Partners L.P., filed a registration statement with the Securities
and Exchange Commission relating to its proposed initial public
offering of common units.  El Paso Pipeline Partners anticipates
offering 25,000,000 common units in the initial public offering,
representing a 32.2% limited partner interest.

Application will list the common units, which represent limited
partner interests in El Paso Pipeline Partners, on the New York
Stock Exchange under the symbol "EPB".

El Paso Pipeline Partners will own and operate natural gas
transportation pipelines and storage assets consisting of Wyoming
Interstate Company Ltd., a wholly-owned interstate pipeline
transportation business located in Wyoming and Colorado, and 10%
interests in two interstate pipeline transportation businesses:
Colorado Interstate Gas Company, located in the U.S. Rocky
Mountains, and Southern Natural Gas Company, located in the
southeastern United States.

Combined, these three interstate pipeline businesses consist of
more than 12,300 miles of pipeline and associated storage
facilities with aggregate underground working natural gas storage
capacity of 89 billion cubic feet.

After this offering, El Paso Corporation will own the 2% general
partner interest, all of the incentive distribution rights, a
65.8% limited partner interest in El Paso Pipeline Partners well
as the remaining 90% interest in each of Colorado Interstate Gas
Company and Southern Natural Gas Company.

At or prior to the closing of the offering, Southern Natural Gas
Company will transfer to El Paso Corporation its equity investment
in Citrus Corp. and its wholly-owned subsidiaries Southern LNG
Inc. and Elba Express Company LLC.  These assets will not become
part of El Paso Pipeline Partners.

The underwriters are expected to be granted a 30-day option to
purchase up to 3,750,000 additional common units if they sell more
than 25,000,000 common units in the offering.

El Paso Corporation's limited partner interest would be reduced to
60.9% if the underwriters exercise their option to purchase
additional common units in full.

Lehman Brothers, Citi, Goldman, Sachs & Co. and UBS Investment
Bank will act as joint book-running managers of the offering.

El Paso Pipeline Partners' proposed offering of common units will
be made only by means of a prospectus.  A copy of the preliminary
prospectus relating to this offering may be obtained, when
available, from the offices of:

     Lehman Brothers Inc.
     c/o Broadridge Financial Services, Prospectus Fulfillment    
     1155 Long Island Avenue
     Edgewood, NY 11717
     Fax (631) 254-7140

                    About El Paso Corporation

Headquartered in Houston, Texas, El Paso Corporation (NYSE:EP) --
http://www.elpaso.com/-- is an energy company that provides  
natural gas and related energy products.  The company owns North
America's interstate pipeline system, which has approximately
55,500 miles of pipe. It also owns approximately 470 billion cubic
feet of storage capacity and a liquefied natural gas import
facility with 806 million cubic feet of daily base load send out
capacity.  El Paso's exploration and production business is
focused on the exploration for and the acquisition, development
and production of natural gas, oil and natural gas liquids in the
United States, Brazil and Egypt.  It operates in three business
segments: Pipelines, Exploration and Production and Marketing. It
also has a Power segment, which holds its remaining interests in
international power plants in Brazil, Asia and Central America.

                          *     *     *

Moody's Investor Services placed El Paso Corporation's probability
default and long term corporate family ratings at "Ba3" in March
2007.  The outlook is positive.


ENCORE ACQUISITION: Affiliate Commences IPO of 9 Mil. Common Units
------------------------------------------------------------------
Encore Energy Partners LP, an affiliate of Encore Acquisition
Company, has commenced an initial public offering of 9,000,000
common units representing limited partner interests pursuant to a
registration statement on Form S-1 filed with the Securities and
Exchange Commission.  The underwriters will be granted a 30-day
option to purchase up to an additional 1,350,000 common units to
cover over-allotments.  The common units will be listed on the New
York Stock Exchange and traded under the symbol "ENP."

The common units offered to the public will represent
approximately 37.4% of the outstanding equity of Encore Energy
Partners, or approximately 40.7% if the underwriters exercise
their over-allotment option in full.  Encore Acquisition and
management of Encore Energy will own the remaining equity
interests in Encore Energy.

UBS Investment Bank and Lehman Brothers will act as joint book-
running managers for the offering.  A.G. Edwards, Credit Suisse,
Raymond James and RBC Capital Markets will act as co-managers for
the offering.

This offering of common units will be made only by means of a
prospectus.  A written prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, when available, may be
obtained from:

     UBS Investment Bank
     Prospectus Department
     299 Park Avenue
     New York, NY 10171
     Telephone (212) 821-3000

             or

     Lehman Brothers
     c/o Broadridge
     1155 Long Island Avenue
     Edgewood, NY 11717
     Fax (631) 254-7140

                About Encore Energy Partners

With principal executive offices in Fort Worth, Texas, Encore
Energy Partners was recently formed by Encore Acquisition Company
to acquire, exploit and develop oil and natural gas properties and
to acquire, own and operate related assets.  Encore Energy
Partners' assets consist primarily of producing and non-producing
oil and natural gas properties in the Elk Basin of Wyoming and
Montana and the Permian Basin of West Texas.

                  About Encore Acquisition

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE: EAC) -- http://www.encoreacq.com/-- is an independent      
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
Moody's Investors Service confirmed Encore Acquisition's Ba3
corporate family rating, Ba3 probability of default rating, and B1
senior subordinated note rating.


ENZON PHARMA: June 30 Balance Sheet Upside-Down by $56.8 Million
----------------------------------------------------------------
Enzon Pharmaceuticals Inc.'s consolidated balance sheet at
June 30, 2007, showed $355.4 million in total assets and
$412.2 million in total liabilities, resulting in a $56.8 million
total stockholders' deficit.

The company incurred a net loss of $3.0 million in the three
months ended June 30, 2007, a reversal of the net income of
$11.0 million reported in the same period last year, mainly due to
an increase in cost of products sales and contract manufacturing
and an increase in research and development expenses.  In
addition, second quarter results in 2006 were favorably impacted
by a $3.1 million gain from the purchase of 4.5 percent
convertible notes at a discount to par.

Total revenues rose slightly to $49.2 million from
$47.6 milion.

The company's cost of goods sold was $16.3 million for the three
months ended June 30, 2007, compared to $12.4 million for the
three months ended June 30, 2006.  This increase is due in part to
the additional intangible asset amortization expense related to
the payment made to secure the supply of L-asparaginase, the
active ingredient of Oncaspar, and validation batches of
$1.9 million associated with the consolidation of the company's
products from its South Plainfield, New Jersey facility to its
Indianapolis, Indiana facility.  

The company's research and development (R&D) expenses were
$17.7 million for the three months ended June 30, 2007, compared
to $9.5 million for the three months ended June 30, 2006.  This
increase in R&D was expected and was attributable to the multiple
programs underway to build the company's product pipeline.

Selling, general and administrative expenses remained flat at
$15.2 million.   

The company announced in February 2007 plans to consolidate its
manufacturing sites.  As a result of this decision, the company
recorded a $755,000 charge this quarter for related severance
costs that will be paid at the completion of the consolidation.
The company expects to incur $8.0 million to $10.0 million in
restructuring expense in 2007, of which $3.2 million has been
recognized through June 30, 2007.  A portion of these costs has
and will be classified as cost of product sales.

The company reported other expense of $1.8 million for the three
months ended June 30, 2007, compared to other income of
$1.0 million in the same period in the prior year.  During the
second quarter of 2007, the company purchased $11.9 million of its
outstanding convertible debt due in 2008.  This purchase resulted
in a small gain due to the purchase at a discount to par, compared
to the similar gain of $3.1 million in the second quarter of 2006.

Total cash reserves decreased to $187.1 million as of June 30,
2007, as compared to $240.6 million as of Dec. 31, 2006.  During
the six months ended June 30, 2007, the net decrease in cash
reserves was due to the purchase of $15.9 million in convertible
notes, in addition to payments totaling $32.0 million made in the
first quarter of 2007 for costs associated with securing rights to
the long-term supply of L-asparaginase and a pipeline milestone .
The company also utilized a portion of its cash reserves for
ongoing operations.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2309

                   About Enzon Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Enzon Pharmaceuticals
Inc. (NasdaqGM: ENZN) -- http://www.enzon.com/-- is a   
biopharmaceutical company dedicated to the development,
manufacturing, and commercialization of important medicines for
patients with cancer and other life-threatening conditions. Enzon
has a portfolio of four marketed products, Oncaspar(R),
DepoCyt(R), Abelcet(R) and Adagen(R).  Enzon also engages in
contract manufacturing for several pharmaceutical companies to
broaden the company's revenue base.


FEDERAL-MOGUL: 40 Plan Objections Filed as of August 21
-------------------------------------------------------
The U.S. Bankruptcy Court for the District 0f Delaware had set
Aug. 21, 2007, as the deadline for Plan Objectors to file briefs
on issues relating to confirmation of Federal-Mogul Corporation
and its debtor-affiliates' Fourth Amended Joint Plan of
Reorganization.

As of Aug. 21, more than 40 Plan Objectors filed briefs opposing
the Fourth Amended Plan:

     Plan Objectors                         Contention
     --------------                         ----------
Ace Property & Casualty Ins. Co.;      Plan A fails to comply
AIG Casualty Co.; AIU Ins. Co.;        with Section 524(g) of the
Allianz Global Corporate & Specialty   Bankruptcy Code.
AG; Allianz Underwriters Ins. Co.;
Allianze Global Risks U.S. Ins. Co.;
American Home Assurance Co.; Central
Nat'l Ins. Co. of Omaha; Century
Indemnity Co.; Columbia Casualty Co.;
Continental Casualty Co.;
DaimlerChrysler Corp.; Federal Ins.
Co.; Fireman's Fund Ins. Co.; First
State Ins. Co.; Ford Motor Co.;
Granite State Ins. Co.; Hartford
Accident & Indemnity Co.; Ins. Co. of
N. America; Ins. Co. of the State of
Pennsylvania; Lexington Ins. Co.; Mt.
McKinley Ins. Co.; Nat'l Union Fire
Ins. Co. of Pittsburgh, Pa; Nat'l
Surety Co.; New England Ins. Co.; New
Hampshire Ins. Co.; One Beacon
America Ins. Co.; Pacific Employers
Ins. Co.; PepsiAmericas, Inc.; Seaton
Ins. Co.; St. Paul Mercury Ins. Co.;
Stonewall Ins. Co.; The Continental
Casualty Co.; U.S. Fire Ins. Co.; and
Volkswagen of America, Inc.

ACE Insurers; AIG Member Cos.;         Plan A exceeds the limits
Allianz; CNA Entities; Federal Ins.;   of the Court's subject-
Fireman's Fund Ins. Co.; Mt.           matter jurisdiction and
McKinley; PepsiAmericas; The Hartford  fails to satisfy the
Cos.                                   Bankruptcy Code's good-
                                       faith requirements.

ACE Insurers; AIG Member Cos.;         Certain insurers have
Allianz; CNA Entities; Federal Ins.;   standing to object to
Fireman's Fund Ins. Co.; Mt.           confirmation of Plan A and
McKinley; One Beacon; PepsiAmericas;   Plan A is not insurance
Seaton; Stonewall; The Hartford        neutral.
Cos.

CNA Entities; Fireman's Fund Ins.      The Pneumo-Abex Trust
Co.; Mt McKinley; PepsiAmericas        Distribution Procedures
                                       cannot be approved.

PepsiAmericas                          The Plan's proposed
                                       treatment to PepsiAmericas
                                       is not fair, reasonable,
                                       or in compliance with
                                       applicable law.

Ford Motor Co.; PepsiAmericas          Ford Motor Co. has
                                       standing to object to
                                       confirmation of Plan A.

Employers Ins. Co. of Wausau;          The Plan's treatment of
Fireman's Fund Ins. Co.; Globe         Fel-Pro and Vellumoid
Indemnity Co.; One Beacon; Royal       Claims does not comply
Indemnity Co.; Seaton; Stonewall;      with the Bankruptcy Code.
The Travelers Indemnity Co.;
Travelers Casualty & Surety Co.

Fireman's Fund Ins. Co.; Globe         The Insurers have standing
Indemnity; One Beacon; Royal           to object to confirmation.
Indemnity; Seaton; Stonewall;
Travelers; Wausau

ACE Insurers; AIG Member Cos.; CNA     The Court may not approve
Entities; Fireman's Fund Ins. Co.;     the Plan's purported
Globe Indemnity; One Beacon;           assignment of insurance
PepsiAmericas; Royal Indemnity;        rights.
Seaton; Stonewall; The Hartford Cos.;
TIG Ins. Co.; Travelers; Wausau

AIG Member Cos.; Allianz; Certain      The Court cannot approve
Underwriters at Lloyds, London and     the assignment of
Certain London Market Cos.; Fireman's  insurance rights as a
Fund Ins. Co.; Mt. McKinley;           matter of law under the
Travelers; Wausau                      Bankruptcy Code.

One Beacon; Seaton; Stonewall; Wausau  Plan B fails to comply
                                       with applicable bankruptcy
                                       and non-bankruptcy law.

In addition, Rothschild Inc. objects to the Fourth Amended Plan's
supplemental injunction and exculpation provision to the extent
that they could be interpreted as:

  (1) restricting Rothschild's rights to assert claims,
      counterclaims, affirmative defenses or other causes of
      action against the released parties in the event that any
      of them asserts a claim of any kind against Rothschild;

  (2) eliminating, reducing or otherwise affecting the Debtors'
      continuing obligations to indemnify and exculpate
      Rothschild in accordance with the parties' engagement
      letter;

  (3) modifying the legal standard that would apply in the event
      that any claims are asserted against Rothschild; or

  (4) limiting Rothschild's right to receive compensation earned
      and reimbursement of expenses incurred as administrative
      expenses under the Plan.

>From the Debtors' bankruptcy filing to Nov. 30, 2003, Rothschild
provided the Debtors with financial advisory and investment
banking services.

Bradford J. Sandler, Esq., at Benesch, Friedlander, Coplan &
Aronoff LLP, in Wilmington, Delaware, clarifies that Rothschild
is not seeking to jeopardize Plan confirmation, or to delay the
Debtors' emergence from Chapter 11.  Rather, Rothschild seeks to
clarify that its rights will not improperly be limited by the
Supplemental Injunction or the Exculpation Provision, Mr. Sandler
clarifies.

Furthermore, Owens-Illinois, Inc., an alleged joint tortfeasor
and co-defendant in certain state court litigation with the
Debtors, maintains that the TDP was not proposed in good faith in
accordance with Section 1129(a)(3) of the Bankruptcy Code.

Katharine L. Mayer, Esq., at McCarter & English, LLP, in
Wilmington, Delaware, contends that the Asbestos Personal Injury
Trust enhances the rights available to asbestos plaintiffs at the
expense of the co-defendants.  She argues that the Trustees,
comprised of asbestos personal injury plaintiff lawyers, cannot
properly fulfill their obligations to all beneficiaries of the
Trust if:

  (1) those beneficiaries have interests directly adverse to
      each other; and

  (2) the Trustees themselves are biased because one of those
      adverse groups represents their own clients.

The Plan Proponents' allegation that indirect claimants voted in
favor of the Plan is misleading, Ms. Mayer argues.  "The Plan
Proponents unilaterally put indirect claimants in the same class
as the hundreds of thousands of claims submitted by the asbestos
plaintiff lawyers and then negotiated a deal for those lawyers to
support the Plan.  The acceptance by that class in no way negates
the validity of Owens-Illinois' objection."

Owens-Illinois asks the Court to deny confirmation of the Plan
with the TDP as written.

The Estate of Thurston Little, the Estate of Billy R. Scruggs,
and the plaintiffs in the civil action styled Doris Everitt, et
al. v. Pneumo Abex, LLC, pending in the U.S. District Court for
the Southern District of Mississippi, Jackson Division, join in
the Plan Objectors' contention that Plan A fails to comply with
Section 524(g).  The Plan's Channeling Injunction and other
structural deficiencies would impermissibly violate the asbestos
claimants' constitutional and equitable rights, the Pneumo Abex
Claimants assert.

                    Plan Proponents Respond

The Debtors, the Official Committee of Unsecured Creditors, the
Official Committee of Asbestos Claimants, the Official Committee
of Equity Security Holders, the Legal Representative for Future
Asbestos Claimants, JPMorgan Chase Bank, N.A., Cooper Industries,
LLC, and Pneumo Abex LLC, argue that for the most part, the Plan
Objectors are not creditors of, and have no legal interest in,
the Debtors' estates.

The Plan Objectors' arguments that the Plan and the Trust
Distribution Procedures violate the cooperation and voluntary
payment provisions of their policies and that the Plan discharges
the Debtors' obligations for those violations are a gross
mischaracterization of the Plan, the Plan Proponents assert.

The Plan Objectors have not demonstrated the constitutionally
required injury in fact and the direct adverse impact on their
interests required of a putative party in interest under Section
1109 of the Bankruptcy Code, James E. O'Neill, Esq., at
Pachulski, Stang, Ziehl, Young, Jones  & Weintraub LLP, in
Wilmington, Delaware, contends, on the Debtors' behalf.  "Nor can
they do so, given the sweeping insurance neutrality language of
the Plan, which expressly provides that it does not adversely
affect the insurers' rights under their contracts in any way,
save for the Insurance Rights Assignment under Plan B."

The Objecting Insurers' contention that their pecuniary interests
are affected by the Plan is faulty, Mr. O'Neill continues.  The
proceeds of the Debtors' asbestos insurance policies, he points
out, are property of the Debtors, not the Insurers.   The Plan
does not obligate the Insurers to pay amounts exceeding their
pre-existing policy limits.

Moreover, the Objecting Insurers are not within the class of
persons protected by Section 524(g) and cannot assert the rights
of the asbestos claimants whose interests that provision seeks to
protect.  Thus, they have no standing to assert objections based
on alleged non-compliance with Section 524(g).

The Plan Proponents maintain that Plan A satisfies Section 524(g)
and all of the other statutory requirements of the Bankruptcy
Code.  Mr. O'Neill notes that Plan A has the "overwhelming"
approval of the asbestos personal injury claimants and all of the
Debtors' other creditors -- the real stakeholders in the Debtors'
reorganization.

The prospect of Plan A's increased "complexity" in itself, Mr.
O'Neill asserts, does not provide any substantive basis for
denying Plan A.

Accordingly, the Plan Proponents ask the Court to confirm the
Fourth Amended Plan, including Plan A.

                          *     *     *

Judge Fitzgerald denied the Plan Proponents' request to strike
the testimony of Mark A. Behrens, one of the Objecting Insurers'
witnesses.

Judge Fitzgerald will hear closing arguments on October 1, 2007.

                       About Federal-Mogul

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing started on June 18, 2007 and is
expected to end on Oct. 1, 2007.  (Federal-Mogul Bankruptcy News,
Issue No. 146; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FENTON'S OFFICE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fenton's Office Solutions, Inc.
        aka Fenton's Office Repair, Inc.
        1720 Woodruff Park
        Idaho Falls, ID 83401

Bankruptcy Case No.: 07-40723

Type of business: The Debtor provide office equipment and
                  supplies.  See
                  http://www.fentonsofficesolutions.com

Chapter 11 Petition Date: August 31, 2007

Court: District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Robert J. Maynes, Esq.
                  P.O. Box 3005
                  Idaho Falls, ID 83403-3005
                  Tel: (208) 552-6442

Total Assets:  $793,677

Total Debts: $2,029,576

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
F.O.S. Holding, L.L.C.         Operating loans         $1,234,918
Steve Crandall, Secretary
3456 East 17th Street,
Suite 140
Idaho Falls, ID 83406

Cameron Community & Education  Operating loans            $77,000
Foundation
329 South Woodruff Avenue
Idaho Falls, ID 83401
                                                                 
Internal Revenue Service       Taxes                      $59,127
550 West Fort Street
Stop 041
Boise, ID 83724-0041
                                                                 
Robert Fenton                  Operating loan             $50,000

Wells Fargo-- Business         Line of credit             $21,936
Direct Division

U.S. Bank                      Credit card                $15,443

Pioneer Business Center        Breach of contract         $15,000

Katun Corporation              Trade debt                 $13,604
                          
U.S. Bank                      Credit card                $10,117

Key Bank                       Line of credit              $9,990

Crandall & Oseen, P.A.         Trade debt                  $8,500

Yellow Book U.S.A.             Trade debt                  $5,752

Family Asset Protection        Trade debt                  $5,065

FedEx Freight West             Trade debt                  $3,991

Steve Crandall, P.L.L.C.       Trade debt                  $3,195
                              
Idaho State Tax Commission     Taxes                       $3,000

Anderson Nelson Hall           Trade debt                  $2,539
Smith, P.A.

Panasonic Digital Document     Trade debt                  $1,663
Company

Idaho Falls Chukars            Default judgment            $1,085
Baseball

Qwest Communications           Trade debt                    $358


FORNEY LAND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Forney Land Trust
        P.O. Box 1981
        Addison, TX 75001

Bankruptcy Case No.: 07-34380

Chapter 11 Petition Date: September 4, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 10 largest unsecured
creditors.


FRENCH LICK: Credit Pact Amendment Cues S&P to Hold Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on French
Lick Resorts & Casino LLC, including the 'CCC' corporate credit
rating, and removed them from CreditWatch, where they were placed
with negative implications on April 10, 2007.  The rating outlook
is negative.
      
"The affirmation and removal from CreditWatch follow the receipt
of amendments on Aug. 30, 2007, under the company's revolving
credit facility, which lifted a freeze on accessing funds, and
which modify financial covenants such that FLRC is in compliance
with all current covenants," explained Standard & Poor's credit
analyst Ariel Silverberg.  

The amendments follow support from an affiliate of FLRC's parent.  
While FLRC now has the option to request further draws on the
revolver, these draws are contingent upon the affiliate providing
further support, which S&P expect FLRC will receive.
     
The ratings on French Lick, Indiana-based FLRC reflect continued
concerns surrounding the company's liquidity position, its narrow
business position as an operator of a single casino, competitive
market conditions, and its challenged location.
     
FLRC was created to develop, own, and operate the French Lick
Resorts & Casino, a $380 million project, which was essentially
complete as of Aug. 30, 2007.  FLRC includes a 42,000-square-foot
casino and entertainment complex, two historic hotels (the French
Lick Springs Hotel and the West Baden Springs Hotel) with a total
of 680 rooms, and a 109,000 square foot conference and event
center, as well as three golf courses.  The casino currently
features 1,202 slot machines and 44 table games.
     
Customers to the resort come primarily from Indianapolis,
Louisville, Evansville, and Terre Haute.  However, population
counts within 25-miles of the resort are low, and the resort has
had difficulty in attracting the volume of patrons that it had
originally expected.  While the casino opened strong in its
first month of operation in November 2006, performance to date has
been well below initial expectations, and FLRC has been one of the
weakest performing gaming facilities in Indiana in terms of win
per slot, according to the Indiana Gaming Commission's Web site.

Nevertheless, while relatively weak, operating performance in the
summer months has reportedly improved, and reports from the
Indiana Gaming Commission show admissions and slot win increasing
month to month from April through July.  Despite this improvement,
S&P expect that FLRC will continue to be challenged in attracting
customers and generating sufficient levels of cash to support
operations in the near term, especially given that the fall months
are seasonally weaker than the summer.


FRIENDSHIP VILLAGE: S&P Lowers Debt Rating to BB+ from BBB-
-----------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on
Franklin County, Ohio's debt, issued for Friendship Village of
Columbus, to 'BB+' from 'BBB-' based on a challenged balance
sheet for a type A continuing-care retirement community and the
need for capital investments.  The outlook is negative.
     
"The negative outlook is based on our concern that the need to
invest capital to update the current campus could further impair
FVC's balance sheet, either by spending down cash or adding more
leverage," said Standard & Poor's credit analyst Brian Williamson.  
"We also expect FVC to continue to manage
revenue growth, coupled with a strong focus on the cost structure
of the facility," he added.
     
Located in Columbus, FVC (managed by Life Care Services) provides
250 independent-living units, 63 assisted-living units, and 90
nursing beds.  The Columbus market is very competitive.  While FVC
lists its competition as Wexner Heritage Village and Friendship
Village of Dublin, there are
numerous assisted living and nursing homes in the area.  FVC
considers its market to be generally a five-mile radius around the
facility.  

As of June 30, 2007, occupancy was 85% for ILUs, 91% for the ALUs,
and 86% for the nursing unit.  Management believes that it is
being challenged in the ILUs, as more than the average number of
units has been released.  The attrition has occurred
for various reasons, including moving individuals along the
spectrum of care and deaths.  From 2005-2007, deaths went to 17
from seven and the total units released went to 40 from 28.
Management has also stated that there is a need to invest some
capital in the existing campus to remain competitive.
     
For fiscal year-end June 30, 2007, FVC posted an operating
margin of 1.2% compared with negative 2.4% for the same period in
2006.  Over the past three years, there has been more of a focus
on operations, with the addition of a new director of accounting.  
The new director has put more discipline in place to adhere to
budgets and to watch the expenses.  This new
discipline is now starting to take hold.  For fiscal 2007,
adjusted coverage was 1.58x compared with 0.94x for fiscal 2006.  

However, FVC's balance sheet remains challenged as FVC has 150
days' cash on hand, adjusted leverage of 62%, and cash to debt of
35%.  The balance sheet remains a concern as the management team
has acknowledged that there is a need to invest capital. The
concern revolves mainly around the liquidity of FVC being a type A
facility.  As per the 2006 ratios for life care senior living
facilities, days' cash on hand equated to 343 days, adjusted
leverage was 45.5%, and cash to debt was 60% for all 'BBB'
credits.  So as FVC contemplates future capital spending, it is
anticipated that the balance sheet will remain challenged for the
foreseeable future.  It should be noted that FVC is not a party to
any swap transactions.

Approximately $17.45 million of debt is affected.


GATEWAY ACCESS: Taps Tighe Patton as Special Counsel
----------------------------------------------------
Gateway Access Solutions Inc. asks the United States Bankruptcy
Court for the Middle District of Pennsylvania for permission
to employ Tighe Patton Armstrong Teasdale PLLC as its special
counsel.

The firm is expected to:

   a. deal with the Federal Communications Commission in regard to
      licenses and spectrum leases and matters related thereto and
      assist in locating, appraising and valuation of the same and
      dealing with license holders and lessors of spectrum
      gravity;

   b. assist Sheils Law Associates P.C. in drafting the Debtor's
      plan as it pertains to FCC regualtions, Section 363 sales
      and transfers of licenses and leases already owned by the
      Debtor with respect to FCC and the regulation and other
      business matters;

   c. assist the Sheils Law in Section 362 borrowings of the
      company relationship to the licenses and leases and FCC
      regualtions and other business matters:

   d. ascert and verify correct list of shareholders in the
      Debtor; and

   e. ascert the status of shares in the Debtor as publicly traded
      or restricted;

   f. investigate irregularities in the issuance of shares of
      common and preferred stock; and

   g. take any steps necessary to protect the estate from improper
      shareholder claims.

The Debtor tells the Court that it paid a $40,000 retainer fee to
the firm on Dec. 9, 2006.  The firm asserts a $51,117 unsecured
claim against the Debtor.

Papers filed with the Court did not disclose the firm's
compensation rates for this engagement.

Kermit A. Rosenberg, Esq., an attorney of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtor's estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Rosenberg can be reached at:

   Kermit A. Rosenberg, Esq.
   Tighe Patton Armstrong Teasdale PLLC
   1747 Pennsylvania Avenue, N.W., 3rd floor
   Washington, D.C. 20006-4604

Headquartered in Scranton, Pennsylvania, Gateway Access Solutions
Inc. -- http://www.gwya.net/-- provides wireless broadband   
solutions.  The Company filed for Chapter 11 protectionon Jan. 9,
2007 (Bankr. M.D. Pa. Case No.: 07-50051).  Jill M. Spott, Esq.,
at Sheils Law Associates, P.C., represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date in this case.  Its listed
assets and debts between $1 million and $100 million.


GEOKINETICS INC: Names Jim White & Lee Parker as Exec. Officers
---------------------------------------------------------------
Geokinetics Inc. has appointed Jim White as executive vice
president -- North American operations and Lee Parker as executive
vice president -- international operations effective Sept. 1,
2007.
    
Jim White, a senior executive with over 25 years of operational
experience in the seismic industry, will report to Richard F.
Miles, the president and chief executive officer of Geokinetics.

In this role, Mr. White will manage all acquisition, processing,
and interpretation operations in the United States and Canada.  
Mr. White joined Geokinetics in December 2005 through the
acquisition of Trace Energy Services Inc., where he served as the
president and chief executive officer since February 2004.  Prior
to that, Mr. White spent 25 years with WesternGeco in a variety of
operational roles, including vice president for North and South
America.  

Mr. White holds a Bachelors degree in Geological Sciences from
Penn State University.
    
Lee Parker, a senior executive with over 15 years of technical and
managerial experience in the seismic industry, will report to Mr.
Miles.

In this role, Mr. Parker will manage all international acquisition
operations.  Mr. Parker joined Geokinetics in September 2006,
through the acquisition of Grant Geophysical, Inc., where he spent
over 14 years in various technical and managerial roles in Europe,
Africa, South America, and the United States, serving as vice
president -- technology.

Mr. Parker holds a Bachelors degree in Electronic Engineering from
the University of Southampton.
    
"On behalf of the board of directors, I am pleased todisclose the
promotions of Jim and Lee as executive officers of Geokinetics,
Mr. Miles commented.  "We are fortunate to have these two highly
qualified individuals as part of our management team.  They both
have a wealth of seismic operational experience and will play a
key role as we continue upon our growth initiatives."
    
                      About Geokinetics Inc.
    
Headquartered in Houston, Texas, Geokinetics Inc. (AMEX:GOK) --   
http://www.Geokinetics.com/-- is a provider of seismic   
acquisition and high-end seismic data processing services to the
oil and gas industry.  Geokinetics has strong operating presence
in North America and is focused on key markets internationally.   
Geokinetics operates in some of the most challenging locations in
the world from Arctic to mountainous jungles to transition zone
environments.

                          *     *     *

Standard and Poor's rated the company's long-term foreign and
local issuer credits at 'B-'.


GERDAU AMERISTEEL: Gets FCO's OK on Chaparral Steel Merger Deal
---------------------------------------------------------------
Gerdau Ameristeel Corporation and Chaparral Steel Company have
received a letter dated Sept. 3, 2007, from the Federal Cartel
Office of the Federal Republic of Germany, clearing the
transaction.

The consummation of the merger remains subject to customary
conditions, including adoption of the Agreement and Plan of Merger
by Chaparral's stockholders.

Investors and security holders may obtain a free copy of the proxy
statement and other documents filed by Chaparral at the Securities
and Exchange Commission's by directing such request to Chaparral
Investor Relations, telephone (972) 779-1032.

                      About Chaparral Steel

Headquartered in Midlothian, Texas, Chaparral Steel Company
(NASDAQ: CHAP) -- http://www.chapusa.com/-- is a producer of
structural steel products in North America and also a major
producer of steel bar products.  It operates two mini-mills, one
located in Midlothian, Texas, and the other located in Dinwiddie
County, Virginia.  The company has approximately 1,400 employees
and an annual installed capacity of 2.9 million metric tons.

                     About Gerdau Ameristeel

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation  
(NYSE: GNA, TSX: GNA) -- http://www.gerdauameristeel.com/-- is a  
minimill steel producer in North America with annual manufacturing
capacity of over 9 million tons of mill finished steel products.  
Through its vertically integrated network of 17 minimills
(including one 50%-owned joint venture minimill), 17 scrap
recycling facilities and 51 downstream operations (including seven
joint venture fabrication facilities), Gerdau Ameristeel serves
customers throughout North America.  The company's products are
generally sold to steel service centers, to steel fabricators, or
directly to original equipment manufacturers for use in a variety
of industries, including construction, automotive, mining,
cellular and electrical transmission, metal building manufacturing
and equipment manufacturing.  The company is a subsidiary of
Brazil's Gerdau SA.

                          *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Moody's Investors Service placed these ratings of Gerdau
Ameristeel Corporation under review for possible downgrade: Ba1
probability of default rating, placed on review for possible
downgrade; Ba1 corporate family rating, placed on review for
possible downgrade, Ba1; and senior unsecured regular
bond/debenture, placed on review for possible downgrade, Ba2, LGD5
74%.


GIBRALTAR INDUSTRIES: S&P Holds BB Rating and Revises Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing ratings
on Gibraltar Industries Inc., including its 'BB' corporate credit
rating, and revised its outlook to negative from stable.  At the
same time, Standard & Poor's affirmed its 'BB+' rating on the
company's $75 million senior secured revolving credit facility
add-on to the existing $300 million senior secured revolving
credit facility.  The recovery rating is '2', indicating the
expectation of substantial (70%-90%) recovery in the event of
payment default.
     
Gibraltar will use proceeds from the expanded revolving credit
facility to help fund the acquisition of Manhattan, Kansas-based
Florence Corp., a cluster mailbox manufacturer.
     
"The outlook revision reflects the increase in financial leverage
that will occur as a result of the transaction, resulting in
credit measures that will be initially weak for the company's
ratings," said Standard & Poor's credit analyst Sean McWhorter.  

"In addition, the transaction is occurring during the slowdown in
the residential construction and automotive sectors, Gibraltar's
largest end markets.  This could hamper the company's ability to
reduce its relatively high pro forma debt leverage to a level more
consistent with the current rating.  Still, the acquisition
modestly improves the overall business position of Gibraltar by
providing the company additional exposure to the growing
commercial construction segment."
     
Gibraltar has a history of financing acquisitions with a
significant amount of debt and then materially decreasing its
borrowings in a timely manner.
     
"We expect the company to act in a similar manner with this
transaction," Mr. McWhorter said.
     
He added, "We could lower the rating if residential end-market
demand slows more than we currently expect, meaningfully
intensifying price competition, or if volumes show a sustained
decline due to weakened demand from automotive or building
products customers, resulting in weaker credit measures.  We could
possibly revise the outlook revision back to stable if
residential construction and automotive end-markets stabilize at
levels that allow the company to rapidly improve credit metrics to
a level more in line with current ratings."


GREAT LAND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Great Land Seafoods, LLC
        2940 Westlake Avenue North, Suite 300
        Seattle, WA 08109

Bankruptcy Case No.: 07-14173

Chapter 11 Petition Date: September 3, 2007

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Francois L. Fischer, Esq.
                  9520 Northeast Daniel Court
                  Bainbridge Island, WA 98110-1319
                  Tel: (206) 780-8555

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.


HANCOCK FABRICS: Wants Court Approval on CoStar License Agreement
-----------------------------------------------------------------
Hancock Fabrics Inc. and debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to enter
into a license agreement with CoStar Realty Information, Inc., a
company that provides commercial real estate information services
including data on occupancy history, rental rates, commercial
real estate photo library, and other market information.

The License Agreement provides that, for a period of one year,
the Debtors will have a non-exclusive, non-transferable license
to use CoStar's proprietary database of commercial real estate
information and related software.  The Debtors will pay to CoStar
a $4,500 monthly fee.  CoStar has agreed to defend and indemnify
Hancock for all costs and expenses associated with the defense of
any claim that CoStar's Licensed Product infringes a patent,
copyright or trademark, provided that Hancock gives CoStar prompt
written notice of the claim.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, LLP,
in Wilmington, Delaware, asserts that by entering into the
License Agreement, the Debtors can better monitor and evaluate
potential valuable relocation opportunities for their existing
retail stores by having the ability to:

  (a) match their criteria for high potential locations to
      properties for sale or lease and receive alerts regarding
      properties that may be of their interest and value;

  (b) analyze market conditions more readily;

  (c) verify sales and lease information on properties sold and
      leased in various U.S. markets;

  (d) reduce risk associated with purchasing or leasing
      properties by having access to more current and accurate
      information; and

  (e) reduce their time and money expenditures necessary for the
      process of evaluating properties and meeting with brokers.

                      About Hancock Fabrics

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

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Court extend the
Debtors exclusive period to file a Chapter 11 Plan to Feb. 28,
2008.  (Hancock Fabric Bankruptcy News, Issue No. 16, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


HANCOCK FABRICS: Court Approves Burr Pilger as Auditor
------------------------------------------------------
Hancock Fabrics Inc. and debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Burr Pilger & Mayer, LLP, as their auditor nunc pro tunc to
June 25, 2007.

In June 2007, as part of the ongoing effort to bring their
financial reporting up to date, the Debtors evaluated several
independent auditing firms to provide auditing services to the
Debtors, including reporting of the Debtors' consolidated balance
sheet as of February 3, 2007, and the related consolidated
statements of operations, cash flows, and shareholders' equity
for the fiscal year ending February 3, 2007.

Subsequently, on June 25, 2007, the Debtors and Burr Pilger
entered into an engagement letter agreement, which provides that
Burr Pilger will:

  (a) perform an integrated audit on the financial statements
      and management's assessment of the effectiveness of the
      Debtors' internal controls over their financial reporting
      as of and for the fiscal year ending February 3, 2007;

  (b) will provide an audit report concerning the financial
      statements after the integrated audit;

  (c) review the unaudited financial information to be included
      in the Debtors' Form 10-K for the quarterly periods ended
      April, July, and October 2006, and Form 10-Q for the
      quarters ended April, and July prior to the filing with
      the Securities and Exchange Commission;

  (d) communicate to the Debtors' audit committee and management
      any matter discovered as a result of the review that may
      require material modifications to the quarterly financial
      information; and

  (e) provide tax and accounting research, consultation and
      assistance, and review filings in the Debtors' Chapter 11
      Cases.

The Debtors will pay Burr Pilger according to the firm's
customary hourly rates:

        Partners                    $375 to $495
        Directors/Managers          $245 to $300
        Supervisors/Senior Staff    $170 to $200
        Staff Accountants           $110 to $180

The Debtors will also reimburse Burr Pilger for any necessary
out-of-pocket expenses the firm incurred or will incur in
connection with its services.

The Debtors propose to provide a $100,000 retainer to Burr
Pilger because it is probable that the firm may provide extensive
auditing services which cost cannot be estimated with certainty.

Brad Holsworth, a partner at Burr Pilger, assures the Court that
his firm does not hold or represent any interest adverse to the
Debtors and their estates, and is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

                      About Hancock Fabrics

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

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Court extend the
Debtors exclusive period to file a Chapter 11 Plan to Feb. 28,
2008.  (Hancock Fabric Bankruptcy News, Issue No. 16, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


HYLAND SOFTWARE: Reduced Debt Levels Cue S&P to Lift Rating to B+
-----------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Westlake, Ohio-based Hyland Software Inc. to 'B+' from
'B', following the close of the company's secured credit
facilities, reflecting revised and reduced debt levels.  The
outlook is stable.

At the same time, S&P raised its bank loan ratings on the
company's $119 million bank financing.  The first-lien facility,
which comprises a $20 million revolving credit facility and an $80
million term loan B, is rated 'BB', two notches above the
corporate credit rating, with a recovery rating of '1', indicating
the expectation of very high (90%-100%) recovery in the event of a
payment default.  

The $19 million second-lien term loan is rated 'B-', two notches
below the corporate credit rating, with a recovery rating of '6',
indicating the expectation of negligible (0%-10%) recovery in the
event of a payment default.
     
"The ratings on Hyland reflect the company's focus on a fragmented
and competitive enterprise content management  market, the
presence of larger players with better financial resources, and
high leverage," said Standard & Poor's credit analyst David Tsui.  
"These factors are partially offset by Hyland's predictable and
recurring revenue stream stemming from high renewal rates and
favorable business segment growth."

Hyland provides ECM software solutions that enable organizations
to manage, control, and share unstructured content.  The company
derives revenues from the sale of software licenses and by
providing maintenance and professional services.
     
Operating-lease adjusted debt to EBITDA is within expectations for
the rating at 4.7x, which allows for some fluctuation in revenue
and profitability.  To date, the company has made only one small
acquisition for $3 million.  The company is expected to limit
acquisitions to small tuck-in acquisitions as it pursues its
growth objectives. EBITDA growth and continued free cash flow
generation is expected to improve leverage in the near-to-
intermediate term.


INNOVATIVE CLINICAL: Board of Directors OKs Plan of Liquidation
---------------------------------------------------------------
The board of directors of Innovative Clinical Solutions LTD has
approved a plan of liquidation which it anticipates implementing
after receipt of distributions with respect to its claim against
the Chapter 7 estate of Abraham D. Gosman.

Innovative Clinical has been inactive since Feb. 1, 2003, when its
obligation to file reports with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 was
automatically suspended.

Since that date, the ICSL board has overseen the resolution of
various claims against the company, the settlement of litigation
and the sale of its illiquid assets.  

As of this date, ICSL's assets consist of cash and its claim as an
unsecured creditor of the Gosman Estate.  ICSL's claim relates to
a $11.3 million judgment against Mr. Gosman, which is described in
its Annual Report on Form 10-K for the fiscal year ended Jan. 31,
2003, filed with the SEC.

On Aug. 28, 2007, the Trustee appointed to administer the Gosman
Estate filed a motion for an order authorizing an interim
distribution of not less than $15 million to general unsecured
creditors of the Gosman Estate.  Any distribution must be approved
by the Bankruptcy Court for the Southern District of Florida and
would be shared by unsecured creditors of the Gosman Estate pro
rata based upon the amount of claims allowed by the Bankruptcy
Court.

Any distribution received from the Gosman Estate will first be
used to pay liabilities.  After settlement of all outstanding
obligations to ICSL creditors, ICSL proposes to make a
distribution to its stockholders of any remaining funds.  The
liquidation process may result in additional claims against ICSL,
reducing any amounts ultimately available for distribution to
stockholders.  Since the timing and amount of any distribution
from the Gosman Estate well as the final amount of liabilities can
not be determined, the board is unable to predict the amount of
any such distribution or when such distribution, will be made.

            About Innovative Clinical Solutions Ltd.

Headquartered in Providence, Rhode island, Innovative Clinical
Solutions Ltd. (OTC:ICSN) is engaged in investigative clinical
site management, including outcomes research, and single-specialty
provider network management.  On Jan. 25, 2002, ICSL has
determined to discontinue operations of its network management
business.  On Feb. 7, 2002, ICSL completed a transaction with
Comprehensive Neuroscience Inc., in which its wholly owned
subsidiary, Clinical Studies Ltd., which operates ICSL's
investigative clinical site management and outcomes research,
became a wholly owned subsidiary of CNS, a clinical knowledge
company focused on the development, evaluation and appropriate use
of drugs used to treat neuropsychiatric illnesses.  Upon
consummation of the Merger on Feb. 7, 2002, ICSL owned 42% of CNS.  
The combined new CNS has three divisions: Clinical Trials, Medical
Information Technologies and Drug Discovery.


INTEGRA TELECOM: Closes Eschelon Telecom Acquisition
----------------------------------------------------
Eschelon Telecom Inc. is a wholly owned subsidiary of Integra
Telecom Inc., effective Aug. 31, 2007, and will continue its
operations doing business as an Integra company.

The combined company is one of the largest competitive local
exchange carriers in the nation enjoying pro-forma 2007 revenues
of more than $700 million and more than $240 million in pro-forma
2007 EBITDA, including anticipated synergies.

"We're excited to bring together two well run companies which will
create a substantial, well positioned, customer focused
alternative to the large monopoly carriers," Dudley Slater, CEO of
Integra Telecom, said.  "I want to formally welcome the employees
and customers of Eschelon to Integra.  Eschelon customers can look
forward to Integra investing in additional local service
professionals and products, enhancing their service experience."

Integra attributes its high customer loyalty and customer
satisfaction ratings to its highly responsive, decentralized
business model which positions senior leadership, customer service
centers and technicians in the heart of their customers'
communities.  The combined company will offer an expanded product
set, including: local and long-distance calling, high-speed
Internet, DSL, voice messaging, and toll-free services, available
on Integra's 4,700-mile high-speed long haul network.

"Both companies have an excellent reputation of meeting the needs
of their customers," Richard A. Smith, former president and CEO
for Eschelon, added.  "The market position and financial strength
resulting from this combination well positions the customers and
employees of both companies for the future."  Richard Smith has
agreed to join Integra Telecom's board of directors.

Integra and Eschelon derive over 80% of their revenues from
overlapping service areas making the business combination
compelling and straight forward.  Much of Eschelon's traffic,
which was previously routed over leased facilities from other
carriers, will now be routed over Integra's extensive metropolitan
area and intercity fiber networks.

The combined company will be headquartered in Portland, Oregon.

                      About Integra Telecom

Headquartered in Portland, Oregon, Integra Telecom, Inc. --
http://www.integratelecom.com/-- provides voice, data and   
Internet communications to thousands of business and carrier
customers in eight Western states, including: Arizona, California,
Idaho, Minnesota, North Dakota, Oregon, Utah and Washington.  The
company owns and operates a best-in-class fiber-optic network
comprised of eight metropolitan access networks, a nationally
acclaimed tier one Internet and data network and a 4,700-mile
high-speed long haul network.  Primary equity investors in the
company currently include Banc of America Capital Investors,
Boston Ventures and Nautic Equity Partners.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 20, 2007,
Moody's Investors Service affirmed its Caa2 rating for Integra
Telecom Inc.'s $280 million Senior unsecured PIK loan, and
Integra's B3 Corporate Family Rating and its probability-of-
default rating.  The Outlook is Stable.

Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Integra Telecom Inc.


IRIDIUM OPERATING: Judge Peck Rules in Favor of Motorola
--------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York ruled against Iridium Operating
LLC's creditors and in favor of Motorola Inc., the Associated
Press reports.

Iridium's creditors had filed the suit against Motorola hoping to
get back the $3.7 billion paid to Motorola to build the Debtor's
66-satellite constellation, the report adds.

In his ruling, Judge Peck said that although the capital markets
dashed Iridium's hopes of huge profits from satellite
telecommunications, the fact that it was able to raise money meant
it wasn't insolvent during a critical period.  According to AP,
Judge Peck further said that even when the system's limitations
was recognized, investors and even lenders still believed that
Iridium could be a viable enterprise.

AP relates that creditors had attempted to prove that the venture
had no chance of paying back the debts it incurred to develop the
system.  

                    About Iridium Operating

Iridium Operating LLC used to develop and deploy global wireless
personal communication systems.  On August 19, 1999, some holders
of Iridium's senior notes filed an involuntary chapter 11 petition
(Bankr. S.D.N.Y. Case No: 99-45005) against Iridium and its
subsidiary Capital Corp.  At that time, the Debtors were highly
leveraged with $3.9 billion in secured and unsecured debt.  On the
same date, Iridium and 7 other subsidiaries filed voluntary
chapter 11 petitions in Delaware.  They consented to the
jurisdiction of the N.Y. Court in Sept. 7, 1999.  

William J. Perlstein, Esq., and Eric R. Markus, Esq., at Wilmer,
Cutler & Pickering represent the Debtors in their restructuring
efforts.  John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP
represent the petitioning creditors: Magten Partners, Wall
Financial Investments (USA) Ltd., and Canyon Capital Advisors LLC,
as Fund Manager for The Value Realization Fund, L.P.  Bruce
Weiner, Esq., at Rosenberg, Musso & Weiner LLP, represent the
Official Committee of Unsecured Creditors.

The Court extended the Debtors' exclusive period to file a chapter
11 plan to Nov. 14, 2007.


JP MORGAN: S&P Affirms Low-B Ratings on Six Cert. Classes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 18
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2004-
LN2.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Aug. 3, 2007, remittance report, the collateral pool
consisted of 173 loans with an aggregate trust balance of $1.181
billion, down from 175 loans totaling $1.246 billion at issuance.  
The master servicer, Capmark Finance Inc., reported financial
information for 100% of the pool, excluding
$62.8 million (5%) of defeased collateral.  Ninety-six percent of
the servicer-reported information was full-year 2006 data. Using
this information, Standard & Poor's calculated the weighted
average debt service coverage to be 1.61x, compared with 1.59x at
issuance.

All but one of the loans in the pool are current.  The delinquent
loan ($3.4 million) is one of the two loans with the special
servicer, CW Capital Asset Management LLC, and is 60-plus-days
delinquent.  To date, the trust has experienced one loss of $1.3
million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $342.6 million (29%) and a weighted average
DSC of 1.76x, up from 1.54x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans.  All of the
properties were characterized as "good."
     
Credit characteristics for the largest loan, the World Apparel
Center loan, are consistent with those of investment-grade
obligations.  The World Apparel Center loan has a trust balance of
$72.9 million (6%) and a whole-loan balance of $219 million. The
pari passu loan is secured by the fee interest in a 1,150,705-sq.-
ft. office property in Manhattan.  

For the year ended Dec. 31, 2006, the DSC was 2.18x and occupancy
was 91%.  Standard & Poor's adjusted net cash flow for this loan
is down 8% from its level at issuance.
     
There are two loans totaling $6.1 million with the special
servicer.  The Spring Valley Apartments loan ($3.4 million) is
secured by a 36-unit multifamily property in Spring Valley, New
York.  The loan was transferred to the special servicer when the
loan became 60 days delinquent after the August 2007 remittance
date.  Capmark has made several attempts to contact the borrower
regarding the delinquency, but has not received a response.  As of
year-end 2006, DSC for this loan was 1.82x.
     
The Bay Pointe Apartments loan ($2.8 million) is secured by a 220-
unit multifamily property in Saginaw, Michigan.  The loan was
transferred to the special servicer on July 2, 2007, due to
circumstances related to a fire at the property.  The fire
occurred in 2005 and destroyed 10% of the units.  Although the
borrower received proceeds from the insurance claim, the destroyed
units were never brought back on line.  The loan is current
through August 2007, and no losses are expected at this time.
     
Capmark reported a watchlist of 29 loans ($151.4 million, 13%).  
Woodmont Place is the largest loan on the watchlist with an
outstanding balance of $15.4 million (1%) and is secured by a
105,825-sq.-ft. office property in Rockville, Maryland.  The loan
is on the watchlist because the sole tenant, the General Services
Administration, vacated the premises in February 2007.  
The property remains 100% vacant.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the rating
affirmations.
        

                        Ratings Affirmed

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-through certificates
                         series 2004-LN2

             Class    Rating      Credit enhancement
             -----    ------      ------------------
             A-1      AAA               14.53%
             A-1A     AAA               14.53%
             A-2      AAA               14.53%
             B        AA                12.03%
             C        AA-               10.97%
             D        A                  8.99%
             E        A-                 8.20%
             F        BBB+               6.75%
             G        BBB                5.70%
             H        BBB-               4.25%
             J        BB+                3.72%
             K        BB                 3.19%
             L        BB-                2.80%
             M        B+                 2.40%
             N        B                  2.00%
             P        B-                 1.35%
             X-1      AAA                 N/A
             X-2      AAA                 N/A


                   N/A — Not applicable.


JTS/SIMMS: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: J.T.S./Simms, L.L.C.
        400 Gold Southwest,
        Suite 500
        Albuquerque, NM 87102

Bankruptcy Case No.: 07-12153

Chapter 11 Petition Date: August 31, 2007

Court: District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Robert H. Jacobvitz, Esq.
                  Jacobvitz, Thuma & Walker, P.C.
                  500 Marquette Northwest, Suite 650
                  Albuquerque, NM 87102-5309
                  Tel: (505) 766-9272
                  Fax: (505) 766-9287

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
   ------                      ---------------       ------------
Phoenix Equity Ventures,                                 $250,000
L.L.C.
11 McDonald Road
Edgewood, NM 87015

P.N.M.                                                    $18,767
P.O. Box 349
Albuquerque, NM
87103

Southwest Comfort                                          $7,043
Sales & Service
4401 Ellison Boulevard,
Northeast
Albuquerque, NM
87109

Maintenance Service                                        $5,364
Systems, Inc.

ThyssenKrupp                                               $3,118
Elevator

U.S. Security Associates, Inc.                             $2,958

City of Albuquerque                                          $990

Sharp Business Systems                                       $400

Communications, Connections &                                $381

Grubb & Ellis                                                $367

A-1 Sign Center                                              $286

Qwest                                                        $134

Peterson's Water Treatment                                   $130
Co.

Federal Express                                               $48

Crystal Springs                                               $28


KARA HOMES: Case Summary & 777 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Kara Homes, Inc.
             197 Route 18 South, Suite 235S
             East Brunswick, NJ 08816

Bankruptcy Case No.: 06-19626

Debtor-affiliate filing separate chapter 11 petition on
Sept. 5, 2007:

      Entity                                     Case No.
      ------                                     --------
      Kara Homes Development LLC                 07-22698

Debtor-affiliate filing separate chapter 11 petition on
Aug. 27, 2007:

      Entity                                     Case No.
      ------                                     --------
      Kara Service Company, LLC                  07-22183

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

      Entity                                     Case No.
      ------                                     --------
      K.H. Builders, L.L.C.                      07-18165

Debtor-affiliates filing separate chapter 11 petitions on
June 8, 2007:

      Entity                                     Case No.
      ------                                     --------
      The Shores at Little Egg Harbor, LLC       07-18057
      Kara of Monmouth, LLC                      07-18062
      Bridgepointe at Harbor Heights, LLC        07-18065
      Kara of Middlesex, LLC                     07-18068
      Kara at Emerald Hill, LLC                  07-18069
      Kara at Evergreen Estates, LLC             07-18070
      Kara at North Haledon, LLC                 07-18072
      Kara at Island Breeze, LLC                 07-18074
      Kara at Island Crest, LLC                  07-18075
      Kara at Island Gate, LLC                   07-18076
      Island Woods Estates by Kara Homes, LLC    07-18078
      Kara at Kensington Hill, LLC               07-18079
      Kara at Lakeshore Harbor, LLC              07-18081
      K & W Builders, Inc.                       07-18083
      Kara at Cedar Grove, LLC                   07-18085
      Sterling Woods at Barnegat, LLC            07-18086
      Kara at Tallymawr, LLC                     07-18088
      Kara at White Oak, LLC                     07-18091
      Kara at Berkeley, LLC                      07-18094
      Kara at Madison, LLC                       07-18096

Debtor-affiliates that filed separate chapter 11 petitions on
Oct. 10, 2006:

      Entity                                     Case No.
      ------                                     --------
      Kara at Hawkins Ridge, LLC                 06-19757
      Bergen Mills Estates, LLC                  06-19758
      Hartley Estates by Kara, LLC               06-19759
      Horizons at Woods Landing, LLC             06-19760
      Winding Run Estates by Kara, LLC           06-19764
      Kara at the Glen Eyre, LLC                 06-19765
      Horizons at Birch Hill, LLC                06-19767
      Kara at Crine West, LLC                    06-19770
      Sterling Acres at Monroe, LLC              06-19774
      Kara at Mt. Arlington I, LLC               06-19780
      Kara at Mt. Arlington II, LLC              06-19782
      Kara at Park Ridge Estates, LLC            06-19783

Debtor-affiliates that filed separate chapter 11 petitions on
Oct. 9, 2006:

      Entity                                     Case No.
      ------                                     --------
      Kara at Navasink, LLC                      06-19737
      Kara at Lacey, LLC                         06-19738
      The Landings at Manahawkin, LLC            06-19740
      Kara at the Tradewinds, LLC                06-19741
      Kara at Buckley Estates, LLC               06-19742
      Kara at Dayna Court, LLC                   06-19743
      Country Club Estates by Kara, LLC          06-19744
      Horizons at Woodlake Greens, LLC           06-19745
      Estates at Galloway Woods, LLC             06-19746

Type of Business: The Debtors build single-family homes,
                  condominiums, townhomes, and active-adult
                  communities.

Chapter 11 Petition Date: October 9, 2006

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtors' Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, Davis LLP
                  Metro Corporate Campus One
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

Financial condition of the debtor-affiliate that filed on
June 11, 2006:

     Entity                          Total Assets    Total Debts
     ------                          ------------    -----------
     Kara Service Company, LLC            Unknown        Unknown
     Kara Homes Development LLC           Unknown        Unknown

Financial condition of the debtor-affiliate that filed on
June 11, 2006:

     Entity                          Total Assets    Total Debts
     ------                          ------------    -----------
  K.H. Builders, L.L.C.                    $5,300             $0

Financial condition of the debtor-affiliates that filed on
June 8, 2006:

     Entity                          Total Assets    Total Debts
     ------                          ------------    -----------
  The Shores at Little                     $3,444        $29,358
     Egg Harbor, LLC
  Kara of Monmouth, LLC                   $23,667        $18,572
  Bridgepointe at Harbor                 $141,339       $222,813
     Heights, LLC
  Kara of Middlesex, LLC                  $43,920        $67,865
  Kara at Emerald Hill, LLC                    $0       $564,206
  Kara at Evergreen Estates, LLC         $109,346       $120,153
  Kara at North Haledon, LLC              $41,294        $87,734
  Kara at Island Breeze, LLC              $13,473        $29,634
  Kara at Island Crest, LLC                $3,000        $13,608
  Kara at Island Gate, LLC                 $8,209        $54,208
  Island Woods Estates by                $165,921        $78,018
     Kara Homes, LLC
  Kara at Kensington Hill, LLC            $19,142        $37,389
  Kara at Lakeshore Harbor, LLC            $5,000         $3,130
  K & W Builders, Inc.                     $3,600             $0
  Kara at Cedar Grove, LLC                $11,290         $6,196
  Sterling Woods at Barnegat, LLC         $64,612        $24,382
  Kara at Tallymawr, LLC                 $374,878       $275,719
  Kara at White Oak, LLC                  $23,700           $722
  Kara at Berkeley, LLC                   $25,575        $55,028
  Kara at Madison, LLC                         $0       $309,442

Financial condition of the debtor-affiliates that filed on
Oct. 10, 2006:

     Entity                          Total Assets    Total Debts
     ------                          ------------    -----------
  Kara at Hawkins Ridge, LLC           $8,095,000     $8,700,176
  Bergen Mills Estates, LLC           $19,833,000    $14,489,513
  Hartley Estates by Kara, LLC         $2,652,000     $2,804,697
  Horizons at Woods Landing, LLC      $14,095,000    $11,626,402
  Winding Run Estates by Kara, LLC    $15,666,000     $8,261,766
  Kara at the Glen Eyre, LLC          $24,141,000    $18,554,275
  Horizons at Birch Hill, LLC         $35,136,000    $26,335,212
  Kara at Crine West, LLC             $25,228,000    $23,057,185
  Sterling Acres at Monroe, LLC        $5,668,000     $4,031,514
  Kara at Mt. Arlington I, LLC        $31,370,000    $25,045,460
  Kara at Mt. Arlington II, LLC        $3,652,000     $1,643,325
  Kara at Park Ridge Estates, LLC      $3,046,000     $3,548,807

Financial condition of the debtor-affiliates that filed on
Oct. 9, 2006:

    Entity                           Total Assets    Total Debts
    ------                           ------------    -----------
  Kara at Navasink, LLC               $15,608,000     $8,270,761
  Kara at Lacey, LLC                   $2,732,000     $2,565,849
  The Landings at Manahawkin, LLC     $36,778,000    $26,302,756
  Kara at the Tradewinds, LLC          $9,507,000     $4,882,618
  Kara at Buckley Estates, LLC        $10,447,000     $5,222,916
  Kara at Dayna Court, LLC             $2,313,608     $2,119,712
  Country Club Estates by Kara, LLC    $3,068,000     $1,813,015
  Horizons at Woodlake Greens, LLC    $18,924,000    $11,508,550
  Estates at Galloway Woods, LLC       $6,175,000     $4,375,933

A. Kara at Hawkins Ridge, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Barthelus, Renald             Deposit                   $194,078
2 Sienna Drive
Jackson, NJ 08527

Kokolus, Bernadette and       Deposit                   $183,390
Edward
3 Knightsbridge Place
Jackson, NJ 08527

Lentz, Jeffrey and Patricia   Deposit                   $138,179
75 First Street
NJ 07743

Rogulski, Al                  Deposit                   $131,835
3230 Johnson Avenue
Manchester, NJ

Al Mamum                                                $108,897

Benchmark Inc.                                          $103,096
450 Oberlin Avenue South
Lakewood, NJ 08701

A-1 Bracket                                             $100,707
145 W. Philadelphia Avenue
Morrisville, PA 19067

Moskal, Thomas and Kristine   Deposit                    $96,301
7 Spectrum Court
Jackson, NJ 08527

Billups, Jonathan and Gina    Deposit                    $87,890
62 Renee Court
Jackson, NJ 08527

Integrated Home Technologies                             $85,628
400-B Spotswood
Englishtown Road
Monroe Township, NJ 08831

James R. Ientile, Inc.                                   $84,289
28 Vanderburg Road
Marlboro, NJ 07746

Unger, Dennis and Donna       Deposit                    $81,212
4 Revere Court
Allentown, NJ 08501

Soubasis, Thomas C. and       Deposit                    $73,490
Lisa A.
33 Hickory Hill
Jackson, NJ 08527

Shanoy, Ramchandr             Deposit                    $70,990
1 Princeton Squire Lane
Princeton Junction, NJ 08550

The Esposito Group LLC                                   $51,652
8 Chatham Court
Matawan, NJ 07747

Strober Building Supply Inc.                             $45,335
81 Kresson Road
Haddonfield, NJ 08033

RWZ Inc. Stairs & Rails                                  $43,890
520 James Street
Lakewood, NJ 08701

Shoreline Plumbing &                                     $37,225
Heating
447 Stage Road
Tuckerton, NJ 08087

Lovett, Thomas and Hollyann   Deposit                    $36,000
14 Stonehendge Court
Jackson, NJ 08527

Kim, Arthur and Nancy         Deposit                    $34,472
16 Spruce Meadow Drive
Monroe Township, NJ 08831

B. Bergen Mills Estates, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Letson's Landscaping                                    $452,851
P.O. Box 765
Old Bridge, NJ 08857

Salvadore, Richard and Anna   Deposit                   $365,080
3 Talmadge Drive
Monroe Township, NJ 08831

Davis, Troy and Ana                                     $243,220
171 Shinnecock Drive
Englishtown, NJ 07726

Patel, Dipti S.               Deposit                   $221,200
17 Cheryl Lane
Monroe Township, NJ 08831

Bill Smith Photography                                  $209,772
743 Colts Neck Road
Freehold, NJ 07728

Yousuf, Mohammed and Seema    Deposit                   $195,192
2 Goldfinch Court
Piscataway, NJ 08854

Caruso, Frank and Laurie      Deposit                   $174,633
37 Eldorado Way
Monroe Township, NJ 08831

Cardile, Christopher D. and   Deposit                   $159,560
Cindy
179 Bridgetown Street
Staten Island, NY 10314

Kim, Lily and Kiyoung,        Deposit                   $153,381
Kenneth
62 Continental Circle
Totowa, NJ 07512

Kim, Young Hee                Deposit                   $152,493
9 Mallow Street
Staten Island, NY 10309

Lewis, Arthur H. and Gene D.  Deposit                   $149,873
P.O. Box 67
Piscataway, NJ 08854

F&C Professional Aluminum                               $131,900
350 Leland Avenue
Plainfield, NJ 07062

Air Consulting Services, LLC                            $131,611
301 East Ward Street
Hightstown, NJ 08520

Rele, Niket and Harsha        Deposit                   $123,997
43 Pine Ridge Drive
Edison, NJ 08820

Hogarty, Kathleen and         Deposit                   $116,208
Kenney, Robert
189 Seidman Avenue
Staten Island, NY 10312

The Esposito Group LLC                                  $110,534
8 Chatham Court
Matawan, NJ 07747

Sunrise Concrete Company                                $109,618
P.O. Box 435
Rushland, PA 18956

Delvax Investments            Deposit                   $109,000
3 Talmadge Drive
Monroe Township, NJ 08831

Ramnarian, Hardat and         Deposit                   $104,000
Patricia
122 Laguardia Avenue
Iselin, NJ 08830

Imagistics                                              $103,490
7555 E. Hampden Avenue
Denver, CO 80231

C. Hartley Estates by Kara, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Strober Building Supply                                 $179,037
Truss
81 Kresson Road
Haddonfield, NJ 08033

Builders First Source                                   $175,935
20 South Middlesex Avenue
Monroe Township, NJ 08831

Fireside Hearth & Home                                  $156,128
P.O. Box 414845
Boston, MA 02241

Wagner Electric Corp.                                   $123,570
449 Washington Road
Sayreville, NJ 08872

Geddes, David and Bonnie      Deposit                   $108,599
4 Patricia Avenue
Edison, NJ 08837

Romeo, Joseph and Pesia       Deposit                    $96,735
1494 Cedarwood Drive
Lakewood, NJ 08701

A-1 Bracket                                              $88,029
145 W. Philadelphia Avenue
Morrisville, PA 19067

Sunrise Concrete Co.                                     $85,269
P.O. Box 435
Rushland, PA 18956

C&R Plumbing & Heating Inc.                              $83,721
822 Route 9
Lanoka Harbor, NJ 08734

ADE, Inc.                                                $68,105
P.O. Box 538
Lanoka Harbor, NJ 08734

Sirchio, William and Marion   Deposit                    $62,443
1317 Warwick Lane
Lanoka Harbor, NJ 08734

Michael J. Wright                                        $49,374
Construction Co.
16 Madison Avenue
Toms River, NJ 08753

Strober Building Supply Inc.                             $27,656
81 Kresson Road
Haddonfield, NJ 08033

Adams, Rehmann & Heggan                                  $22,217
850 South White Horse Pike
Hammonton, NJ 08037

E.L. Pierson Contracting &                               $19,400
Truck
14 Reckendorfer Avenue
Elmer, NJ 08318

RWZ Inc. Stairs and Rails                                $10,473
520 James Street
Lakewood, NJ 08701

Scheer's Inc.                                            $10,335
601 Oakmont Street
Suite 400
Westmont, IL 60559

Haugland, David and Juliete   Deposit                    $10,000
39 Jacques Way
Wading River, NY 11792

Fortune Insulation Contr.                                 $8,370
Inc.
6599 Delilah Road
Egg Harbor Township
NJ 08234

Blue Ribbon Roofing and                                   $8,251
Siding
1575 Route 37 West
Toms River, NJ 08753

D. Horizons at Woods Landing, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
C&R Plumbing & Heating                                  $272,565
822 Route 9
Lanoka Harbor, NJ 08734

Sunrise Concrete Company                                $209,246
P.O. Box 435
Rushland, PA 18956

East Lake Interiors LLC                                 $195,378
215 Edgewood Avenue
West Berlin, NJ 08091

Home Remodeling Concepts                                $148,214
4 Dale Drive
Fairfield, NJ 07004

Blue Ribbon Roofing and                                 $137,986
Siding
1575 Route 37 West
Toms River, NJ 08753

Blue Line Drywall &                                     $125,470
Insulation
500 Highway 33
Englishtown, NJ 07726

Century Kitchens, Inc.                                  $124,668
Route 309 & RR Crossing
Colmar, PA 18915

Gosline Nissen Fire                                     $117,291
Protection
P.O. Box 121
Manahawkin, NJ 08050

Arisokraft                                              $113,672
P.O. Box 75527
Chicago, IL 60675

MAC Electrical Contracts                                $103,555
1889 Route 9
Toms River, NJ 08755

A.W. Meyer Co, Inc.                                      $77,120
509 Broad Avenue
Ridgefield, NJ 07657

A-1 Bracket                                              $73,868
145 W. Philadelphia Avenue
Morrisville, PA 19067

Pollara, Joseph and Rosary    Deposit                    $70,382
20 Moore Road
Marlboro, NJ 07746

ADE, Inc.                                                $67,676
P.O. Box 538
Lanoka Harbor, NJ 08734

Cagno, James J. and Gail E.   Deposit                    $66,797
46 Milestone Drive
Ringoes, NJ 08551

Vintage                                                  $63,354
811 Sixteenth Avenue
Belmar, NJ 07719

Banner Enterprises                                       $61,060
19 Main Street
Trenton, NJ 08691

Baltera, Robert F. and Carol  Deposit                    $60,602
A.
773 Pelham Avenue
Warminster, PA 18974

TBU Companies LLC                                        $59,412
433 Middle Road
Hazlet, NJ 07730

Township of Hamilton                                     $58,080
6101 13th Street, Suite 202
Mays Landing, NJ 08330

E. Winding Run Estates by Kara, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Contract Deposits             To be supplied          $1,100,468
[Address not provided]

Sunrise Concrete Company                                $141,453
P.O. Box 435
Rushland, PA 18956

Environmental Stone Works                               $107,117
98 Pheasant Run Road
Orwigsburg, PA 17961

Sussex Contracting, LLC                                  $95,895
236 Berkshire Avenue
Paterson, NJ 07502

Pard Contractors Inc.                                    $91,909
P.O. Box 368
South River, NJ 08882

Woodhaven Lumber &                                       $84,865
Millwork
P.O. Box 870
Lakewood, NJ 08701

Benchmark Inc.                                           $65,930
450 Oberlin Avenue South
Lakewood, NJ 08701

Flemington Dept. Store                                   $56,915
151 Route 31
Flemington, NJ 08822

Willis Construction Services                             $49,109
25B Vreeland Road
Florham Park, NJ 07932

Innovative Heating and                                   $48,448
Cooling
501 Prospect Street
Lakewood, NJ 08701

Home Remodeling Concepts                                 $45,459
4 Dale Drive
Fairfield, NJ 07004

Petruzelli Brothers                                      $38,475
1001 Shrewsbury Avenue
Shrewsbury, NJ 07702

AquaMist                                                 $33,569
Irrigation of NJ
28 James Street
South Hackensack, NJ 07606

Guardian Protective Services                             $29,634
204 Diplomat Drive
Philadelphia, PA 19113

Mastracola Plumbing                                      $22,786
1226 New Market Avenue
South Plainfield, NJ 07080

RWZ Inc. Stairs & Rails                                  $21,396
520 James Street
Lakewood, NJ 08701

Scheer's Incorporated                                    $21,093
601 Oakmont Street
Suite 400
Westmont, IL 60559

Jillette Advertising Inc.                                $20,745
746 Highway 34
Matawan, NJ 07747

Century Kitchens, Inc.                                   $20,322
Route 309 & RR Crossing
Colmar, PA 18915

First Choice Construction                                $19,590
Eatontown, NJ 07724
First Choice Construction

F. Kara at the Glen Eyre, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Contract Deposits             To be supplied            $715,062
[Address not provided]

A-1 Bracket                                             $119,664
145 W. Philadelphia Avenue
Morrisville, PA 19067

Manzo-Maroba Construction                                $81,302
Beacon Hill Place
Morganville, NJ 07751

Investors Savings Bank                                   $71,294
Attn: Alex Chiarella
101 JFK Parkway
Short Hills, NJ 07078

Fenton Tile Company                                      $62,767
P.O. Box 430
Windsor, NJ 08561

Polo Plumbing                                            $58,041
14 Charles Street
Metuchen, NJ 08840

Home Remodeling Concepts                                 $53,568
4 Dale Drive
Fairfield, NJ 07004

Strober Building Supply Inc.                             $44,460
81 Kresson Road
Haddonfield, NJ 08033

Air Management Heating and                               $32,850
Air
30 Rachel Terrace
Piscataway, NJ 08854

Benchmark Inc.                                           $30,787
450 Oberlin Avenue South
Lakewood, NJ 08701

East Lake Interiors LLC                                  $29,419
215 Edgewood Avenue
West Berlin, NJ 08091

Bill Stroud Excavating Inc.                              $28,524
81 River Road
Flanders, NJ 07836

Quality Insulation, LLC                                  $28,519
13B Jules Lane
New Brunswick, NJ 08901

RWZ Stairs and Rails                                     $28,490
520 James Street
Lakewood, NJ 08701

Jillette Advertising Inc.                                $25,620
746 Highway 34
Matawan, NJ 07747

ACH Concrete Corp                                        $24,049
3 Manor Drive
Mount Holly, NJ 08060

Township of Mays Landing                                 $22,637
6101 13th Street, Suite 202
Mays Landing, NJ 08330

Century Kitchens, Inc.                                   $16,172
Route 309 & RR Crossing
Colmar, PA 18915

Varsity, Inc.                                            $14,053
1204 Main Street
Kingston, PA 18704

Wagner Electric Corp.                                    $14,031
449 Washington Road
Sayreville, NJ 08872

G. Horizons at Birch Hill, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bayshore Regional Sewer                                 $228,021
Authority
100 Oak Street
Keyport, NJ 07735

Garzaniti, Maryann            Deposit                    $79,135
246 McBain Avenue
Staten Island, NY 10309

Heldon, John Jr. and          Deposit                    $77,303
Virginia D.
432 Hillside Avenue
Allendale, NJ 07401

Simon, Karen F. and Bruce J.  Deposit                    $72,969
8 Little Falls Way
Scotch Plains, NJ 07076

Rose, Richard and Barbara     Deposit                    $71,990
321 Mayfair Drive
Brooklyn, NY 11234

Kapelnikov, Polina            Deposit                    $65,883

File, Deborah                 Deposit                    $59,190
3 Allwood Road
East Brunswick, NJ 08816

Wilentz Goldman & Spitzer                                $57,279
99 Woodbridge Center Drive
Woodbridge, NJ 07095

Baum, Lila                    Deposit                    $51,882
1931 E. 27th Street
Brooklyn, NY 11229

Reedman, Derek and            Deposit                    $48,250
Linda Reedman

Goldberg, Alexander           Deposit                    $45,735
11 Amaganset Drive
Morganville, NJ 07751

Farag, Hala                   Deposit                    $45,228
4 Carlisle Court
East Brunswick, NJ 08816

Brodsky, Mikhail and Faina    Deposit                    $45,092
1583 82nd Street
Brooklyn, NY 11228

DeJohn, Joseph and Diane      Deposit                    $44,891
32 Lark Place
Old Bridge, NJ 08857

Clory, Nellie                 Deposit                    $44,593
160 Parkside Ave, 3M
Brooklyn, NY 11226

Barsoom, Naguiy               Deposit                    $44,528
54 Dutch Road
East Brunswick, NJ 08816

Parrella, Pasuelina and       Deposit                    $44,356
Rocco
152 Chesterfield Lane
Toms River, NJ 08757

Benz, Janet                   Deposit                    $42,735
2169 E. 70th Street
Brooklyn, NY 11234

Township of Old Bridge                                   $37,164
1 Old Bridge Plaza
Old Bridge, NJ 08857

Baten, Sam and Carol A.       Deposit                    $31,490
11 Jeremy Court
Lincoln Park, NJ 07035

H. Kara at Crine West, LLC's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Contract Deposits                        $2,173,691
[Address not provided]

All County Aluminum Inc.                   $218,047
560 Cross Street
Lakewood, NJ 08701

Jocama Construction Corp                   $164,570
322 Spring Valley Road
Old Bridge, NJ 08857

Fenton Tile Company                        $124,696
PO Box 430
Windsor, NJ 08561

Strober Building Supply, Inc.              $104,436
81 Kresson Road
Haddonfield, NJ 08033

A-1 Bracket                                 $99,420
145 W. Philadelphia Avenue
Morrisville, PA 19067

Shoreline Plumbing & Heating                $97,359
447 Stage Road
Tuckerton, NJ 08087

Home Remodeling Concepts                    $95,278
4 Dale Drive
Fairfield, NJ 07004

TJS Floorcovering, Inc.                     $94,962
824 B Eastgate Drive
Mount Laurel, NJ 08054

Strober Building Supply Truss               $89,608
81 Kresson Road
Haddonfield, NJ 08033

Michael J. Wright                           $86,739
Construction Co., Inc.
16 Madison Avenue

Township of Marlboro                        $84,242
1979 Township Drive
Marlboro, NJ 07746

Marlboro Lawn Inc.                          $63,892
P.O. Box 122
Marlboro, NJ 07746

Menser's Heating and Air, Inc.              $52,253
800 Park Avenue
Lakewood, NJ 08701

Stavola                                     $49,983
175 Drift Road
Eatontown, NJ 07724

Vintage                                     $48,880
811 Sixteenth Avenue
Belmar, NJ 07719

Benchmark Inc.                              $44,453
450 Oberlin Avenue South
Lakewood, NJ 08701

RWZ Inc. Stairs & Rails                     $41,277
520 James Street
Lakewood, NJ 08701

Lieb, Gene                                  $39,345
439 B Route 34
Matawan, NJ 07747

Quality Insulation, LLC                     $33,958
13B Jules Lane
New Brunswick, NJ 08901

I. Sterling Acres at Monroe, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Contract Deposits             To be supplied            $612,742
[Address not provided]

East Lake Interiors LLC                                  $58,790
215 Edgewood Avenue
West Berlin, NJ 08091

East Lake Interiors LLC                                  $58,790
215 Edgewood Avenue
West Berlin, NJ 08091

Duffy, Dolce, McManus                                    $49,450
634 Lost Pine Way
Absecon, NJ 08205

Strober Building Supply Inc.                             $45,345
81 Kresson Road
Haddonfield, NJ 08033

ACH Concrete Corp                                        $36,057
3 Manor Drive
Mount Holly, NJ 08060

Dubell Lumber Co.                                        $31,412
P.O. Box 1449
Medford, NJ 08055

DSJ Construction                                         $30,776
1414 Route 130 North
Burlington, NJ 08016

A-1 Bracket                                              $26,858
145 W. Philadelphia Avenue
Morrisville, PA 19067

Woodhaven Lumber & Millwork                              $26,707
P.O. Box 870
Lakewood, NJ 08701

Michael J. Wright                                        $25,818
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

Concord Truss                                            $23,023
432 South Evergreen Avenue
Woodbury Heights, NJ 08097

Shoreline Plumbing & Heating                             $22,601
447 Stage Road
Tuckerton, NJ 08087

RWZ Inc. Stairs & Rails                                  $19,565
520 James Street
Lakewood, NJ 08701

Benchmark Inc.                                           $16,658
450 Oberlin Avenue South
Lakewood, NJ 08701

ADE, Inc.                                                $15,317
P.O. Box 538
Lanoka Harbor, NJ 08734

EL Pierson Contracting &                                 $13,556
Truck
14 Reckendorfer Avenue
Elmer, NJ 08318

Strober Building Supply                                  $13,312
Truss
81 Kresson Road
Haddonfield, NJ 08033

Jillette Advertising Inc.                                $10,009
746 Highway 34
Matawan, NJ 07747

Liberty Overhead Inc.                                     $5,619
718 Old Shore Road
Forked River, NJ 08731

J. Kara at Mt. Arlington I, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
R&R Construction Co., Inc.                              $732,100
105-B Parker Road
Chester, NJ 07930

Concrete Systems                                        $405,387
45 Lupine Way
Stirling, NJ 07980

Schindler Elevator                                      $310,526
Corporation
P.O. Box 70433
Chicago, IL 60673

Blue Ridge Drywall                                      $229,390
P.O. Box 189
Manville, NJ 08835

PK&P Contracting, Inc.                                  $194,715
5 Tuscan Drive East
Freehold, NJ 07728

Technological Building                                  $168,235
Structures
Phillipsburg, NJ 08865

Prestige Plumbing, Inc.                                 $164,065
65 A. Park Avenue
Randolph, NJ 07869

Paint America Contracting                                $93,114
100 Bassett Highway
Dover, NJ 07801

Strober Building Supply Inc.                             $80,733
81 Kresson Road
Haddonfield, NJ 08033

Flemington Dept. Store                                   $77,849
151 Route 31
Flemington, NJ 08822

Air Management Heating and                               $75,637
Air
30 Rachel Terrace
Piscataway, NJ 08854

Cuntis Inc.                                              $63,375
20 Veterans Drive
South River, NJ 08882

Samuel Stothoff Co., Inc.                                $54,594
P.O. Box 306
Flemington, NJ 08822

Gilmore, Patricia             Deposit                    $52,527
56 Warren Street
Morristown, NJ 07961

French and Parrello Assoc.                               $49,558
1800 Route 34
Belmar, NJ 07719

Varsity, Inc.                                            $49,162
1204 Main Street
Kingston, PA 18704

Aqua-Mist Irrigation of NJ                               $46,493
28 James Street
South Hackensack, NJ 07606

Leopard Framing Corp.                                    $46,207
P.O. Box 146
Nutley, NJ 07110

Benchmark Inc.                                           $42,745
450 Oberlin Avenue South
Lakewood, NJ 08701

Wagner Electric Corp.                                    $42,620
449 Washington Road
Sayreville, NJ 08872

K. Kara at Mt. Arlington II, LLC's 18 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Township of Mt. Arlington                    $5,903
419 Howard Blvd
Mount Arlington, NJ 07856

Sunrise Concrete Company                     $5,300
P.O. Box 435
Rushland, PA 18956

Marlboro Lawn Inc.                           $5,130
P.O. Box 122
Marlboro, NJ 07746

Willis Construction Services                 $4,714
25B Vreeland Road
Florham Park, NJ 07932

Manzo-Maroba Construction                    $4,300
Beacon Hill Place
Morganville, NJ 07751

The Esposito Group LLC                       $3,172
8 Chatham Court
Matawan, NJ 07747

Scheer's Incorporated                        $2,291
601 Oakmont Street, Suite 400
Westmont, IL 60559

First Choice Construction                    $1,900
Eatontown, NJ 07724

East Coast Site Work                         $1,790
6 Dickens Court
Howell, NJ 07731

National Waterproofing Inc.                    $825
P.O. Box 129
Berlin, NJ 08009

Straight Edge Striping                         $750
18 Rue Cezanne
Somerset, NJ 08873

A-1 Bracket                                    $700
145 W. Philadelphia Avenue
Morrisville, PA 19067

All Seasons Maintenance                        $680
6 Dickens Court
Howell, NJ 07731

John Peterman Trucking                         $280
26 Nicholas Drive
Old Bridge, NJ 08857

Bailey Square Janitorial Inc.                  $275
16 South Street
Freehold, NJ 07728

Storm Master Co., Inc.                         $175
P.O. Box 308
East Brunswick, NJ 08816

All County Aluminum Inc.                       $140
560 Cross Street
Lakewood, NJ 08701

Bill Stroud Excavating                      Unknown
81 River Road
Flanders, NJ 07836

L. Kara at Park Ridge Estates, LLC's 15 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Matusek, Scott and Colleen    Deposit                   $139,612
203 Snipe Road
Lanoka Harbor, NJ 08734

Palmer, Olufemi and           Deposit                   $123,500
Elizabeth
717 Palmer Avenue
Toms River, NJ 08755

Bialecki, Peter and Sharon    Deposit                   $115,942
204 Neptune Drive
Manahawkin, NJ 08050

NJ American Water Co.                                   $109,479
131 Woodrest Road
PO Box 5079
Cherry Hill, NJ 08034

Mindas, Mark and Rhiannon     Deposit                    $71,037
125 South Capstan Drive
Forked River, NJ 08731

Shoreline Grading, Inc.                                  $35,250
123 Bartlett Avenue
West Creek, NJ 08092

Art Associates Design Group                              $16,388
Matawan, NJ 07747

Township of Stafford                                     $14,770
260 East Bay Avenue
Manahawkin, NJ 08050

Environmental Technologies                               $10,255
Groups Inc.
531 Route 32
Highland Mills, NY 10930

Vintage                                                   $2,400
811 Sixteenth Avenue
Belmar, NJ 07719

Thomas J. Brennan                                         $2,113
Architects
4011 W. Plano Parkway
Plano, TX 75093

East Coast Site Work                                      $1,851
6 Dickens Court
Howell, NJ 07731

Geo-Technology Associates                                 $1,250
3445-A Box Hill Corp Center
Drive
Abingdon, MD 21009

Window Alternatives                                         $710
Att: Kathy Hamilton
Jackson, NJ 08527

State of New Jersey                                         $250
P.O. Box 037
Trenton, NJ 08625

M. Kara Homes, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                Claim Amount
   -------                               ------------
A-1 Bracket                                $1,856,462
145 W. Philadelphia Avenue
Morrisville, PA 19067

Strober Building Supply, Inc.              $1,541,663
81 Kresson Road
Haddonfield, NJ 08033

Sunrise Concrete Company, Inc.             $1,257,344
P.O. Box 435
Rushland, PA 18956

RWZ Inc. Stairs & Rails                      $890,655
520 James Street
Lakewood, NJ 08701

Benchmark Inc.                               $876,586
450 Oberlin Avenue South
Lakewood, NJ 08701

Michael J. Wright                            $780,310
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

R&R Construction Co., Inc.                   $777,950
105-B Parker Road
Chester, NJ 07930

Home Remodeling Concepts                     $703,074
4 Dale Drive
Fairfield, NJ 07004

Manzo-Maroba Construction                    $686,101
Beacon Hill Place
Morganville, NJ 07751

Woodhaven Lumber & Millwork                  $634,569
P.O. Box 870
Lakewood, NJ 08701

SJP Contractors                              $634,056
7 Industrial Drive
Keyport, NJ 07735

C&R Plumbing & Heating                       $604,342
822 Route 9
Lanoka Harbor, NJ 08734

All County Aluminum Inc.                     $575,397
560 Cross Street
Lakewood, NJ 08701

East Lake Interiors LLC                      $554,873
215 Edgewood Avenue
West Berlin, NJ 08091

Strober Building Supply, Inc.                $524,036
81 Kresson Road
Haddonfield, NJ 08033

Concrete Systems                             $519,478
45 Lupine Way
Stirling, NJ 07980

Wagner Electric Corp.                        $501,001
449 Washington Road
Sayreville, NJ 08872

Leopard Framing Corp.                        $499,898
P.O. Box 146
Nutley, NJ 07110

Century Kitchens, Inc.                       $458,404
Route 309 & RR Crossing
Colmar, PA 18915

Shoreline Plumbing & Heating                 $444,103
447 Stage Road
Tuckerton, NJ 08087

N. Kara at Navasink, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Borreo, Jason                 Deposit                   $119,040
[Address not included]

Cerchio, Dominick             Deposit                   $114,335
[Address not included]

Covas, Al                     Deposit                    $75,490
10 Nolan Court
Atlantic Highlands, NJ 07716

Lamb                          Deposit                    $75,490
521 Harding Road
Fair Haven, NJ 07704

Spaltro, Nick                 Deposit                    $69,990
34 Maria Court
Holmdel, NJ 07733

Morrison, Tom and Allison     Deposit                    $54,900
419 Adams Street #2B
Hoboken, NJ 07030

Township of Middletown                                   $41,604
1 Kings Highway
Middletown, NJ 07748

Live Oak Landscaping                                     $40,519
Contractors

Reres, Robert                 Deposit                    $36,148
1921 J Greve Avenue
Spring Lake, NJ 07762

Salgado, Paul                 Deposit                    $35,751
248 Crann Street
Hillside, NJ 07205

Grant, Howard and Jane        Deposit                    $30,495
160 Ocean Avenue
Atlantic Highlands, NJ 07716

Seide, Harold and Susan       Deposit                    $30,000
72 Bellevue Avenue
Rumson, NJ 07760

Freeman, Douglas              Deposit                    $29,990
58 Preston Street
Edison, NJ 08817

Marlboro Lawn Inc.                                       $19,495
P.O. Box 122
Marlboro, NJ 07746

Sunrise Concrete Company                                 $10,197
P.O. Box 435
Rushland, PA 18956

Caruso Excavating Co.                                     $8,808
P.O. Box 2043
Asbury Park, NJ 07712

Michael J. Wright                                         $7,825
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

April Showers Sprinklers                                  $7,040
2 Lakeview Avenue
Piscataway, NJ 08854

Blue Line Drywall &                                       $6,550
Insulation
500 Highway 33
Englishtown, NJ 07726

John S. Truhan Consulting                                 $5,997
Engineers
P.O. Box K
Manasquan, NJ 08736

O. Kara at Lacey, LLC's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
New Jersey Natural Gas                                  $196,921
1415 Wyckoff Road
Belmar, NJ 07719

Mathis Construction                                     $159,142
1510 Route 539
Tuckerton, NJ 08087

Capra, Robert and Annette     Deposit                    $87,890
8 Carolyn Road
Belleville, NJ 07109

Carson, Jill                  Deposit                    $62,610
2802 Jockey Hollow Drive
Toms River, NJ 08755

Landscape Maintenance                                    $45,000
Services
119 Wall Street
Princeton, NJ 08540

Sunrise Concrete Company                                 $29,819
P.O. Box 435
Rushland, PA 18956

Spagnola, John and DaSilva,   Deposit                    $25,252
Cidalia
194 Corbin Court
Lakewood, NJ 08701

Michael J. Wright                                        $20,779
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

Property Dev. Services II,                               $13,002
Inc.
700 Hooper Avenue
Toms River, NJ 08753

Strober Building Supply,                                 $12,754
Inc.
81 Kresson Road
Haddonfield, NJ 08033

Atlantic City Electric Co.                               $12,738
P.O. Box 4875
Trenton, NJ 08650

Androcy, Evan and Smith,      Deposit                    $11,000
Kim
2205 Sweetwood Drive
Forked River, NJ

Atlantic Fence Co.                                        $8,685
P.O. Box 623
Tuckerton, NJ 08087

Township of Lacey                                         $4,826
818 West Lacey Road
Forked River, NJ 08731

Kline Construction                                        $2,145
240 Waveland Avenue
Absecon, NJ 08201

Woodhaven Lumber &                                        $1,786
Millwork
P.O. Box 870
Lakewood, NJ 08701

Advanced Site and Utility                                 $1,750
Contr.
1201 Wilkinson Drive
Toms River, NJ 08755

East Coast Site Work                                      $1,574
6 Dickens Court
Howell, NJ 07731

Johnny on the Spot                                          $175
3168 Bordentown Road
Old Bridge, NJ 08857

P. The Landings at Manahawkin, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kaye, Leonard and Margaretia  Deposit                    $78,863
72 Middlehill Road
Colonia, NJ 07067

Township of Stafford                                     $75,077
260 East Bay Avenue
Manahawkin, NJ 08050

Scher, Marc and Michele       Deposit                    $68,497
24 Pawnee Raod
East Brunswick, NJ 08816

Pacelli, Anthony              Deposit                    $67,343
224 Terrace Lake Drive
Butler, NJ 07405

Thoman, Kenneth and Suzanne   Deposit                    $63,123
14 Lowell Court
Brick, NJ 08724

Nelligar, Steven and Denise   Deposit                    $57,844
3800 Waldo Avenue
Bronx, NY 10463

McGann, Brian                 Deposit                    $57,744
2 Jones St. Apt. 5
Jersey City, NJ 07306

Bagoff, Robert DMD            Deposit                    $57,730
77 Clarken Drive
West Orange, NJ 07052

Rebeck, Richard and Arlene    Deposit                    $56,771
366 Alden Way
North Brunswick, NJ 08902

Wetzel, Lance and Susan       Deposit                    $55,519
31 Southwycke Lane
Warwick, NY 10990

LaMastro, Eugene              Deposit                    $55,344
2 Mountainside Drive
Randolph, NJ 078692217

Madia, June and Frank         Deposit                    $55,197
11 Windsor Road
Morris Plains, NJ 07950

Hymanson, Helen               Deposit                    $54,967
185 Prospect Avenue, Apt.
12G
Hackensack, NJ 07601

Gattie, Marie and Frantz,     Deposit                    $54,748
Jennifer
62 Ludlow Road
Parsippany, NJ 07054

Poultney, Robert and Carolyn  Deposit                    $52,789
3 Red Hill Road
Warren, NJ 07059

Freeman, Kevin                Deposit                    $52,072
23 Wimblet Court
Edison, NJ 08817

Thomas/Pejkovic, Michael      Deposit                    $51,188
2253 Ridge Street
Yorktown Heights, NY 10598

Weiss, Michael and David      Deposit                    $51,142
22 Shady Stream Road
Barnegat, NJ 08005

Forcier, Vickie               Deposit                    $50,471
147 Hankins Road
Hightstown, NJ 08520

Lucarello, Arlene and Pat     Deposit                    $49,818
332 Moonlight Drive
Piscataway, NJ 08854

Q. Kara at the Tradewinds, LLC's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hirsch, Kevin and Linda       Deposit                   $210,000
700 Monteray Boulevard NE
Saint Petersburg, FL 33704

Township of Sea Bright                                   $10,539
1167 Ocean Avenue
Rumson, NJ 07760

Sunrise Concrete Company                                  $2,600
P.O. Box 435
Rushland, PA 18956

Lynch Guilano & Associates                                $1,625
Terrace Professional Bldg.
Brick, NJ 08723

Michael J. Wright                                         $1,086
Construction Co., Inc.
16 Madison Avenue
Toms River, NJ 08753

GE Cap Modular Space                                        $445
530 East Swedesford
Wayne, PA 19087

Bailey Square Janitorial                                    $350
Inc.
16 South Street
Freehold, NJ 07728

Vintage                                                     $339
811 Sixteenth Avenue
Belmar, NJ 07719

BP Associates                                               $334
52A Highway 79
Marlboro, NJ 07746

Willis Construction Services                                $300
25B Vreeland Road
Florham Park, NJ 07932

Tradewinds Homeowners                                    Unknown
Association
Attn: Midlantic Property
Management
315 Raritan Avenue
Highland Park, NJ 08904

R. Kara at Buckley Estates, LLC's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Goyal, Janak and Manju        Deposit                   $205,671
8 Disbrow Road
Matawan, NJ 07747

Nagarsheth, Harish and        Deposit                   $187,035
Veena
10 Plowshare Court
Marlboro, NJ 07746

Bhatia, Rajiv and Amita       Deposit                   $150,665
26 Buttonwood Drive
Marlboro, NJ 07746

Martin, Harold J. and         Deposit                   $127,390
Premise D.
42 Witherspoon Way
Marlboro, NJ 07746

Ahmad, Aziz                   Deposit                   $124,993
35 Matthew Place
Staten Island, NY 10305

Township of Marlboro                                     $22,605
1979 Township Drive
Marlboro, NJ 07746

Hanson Engineering Inc.                                   $1,250
7 Doig Road
Wayne, NJ 07470

Imagistics                                                  $260
7555 E. Hampden Avenue
Denver, CO 80231

Wanaque Water Dept.                                          $32
P.O. Box 47
Wanaque, NJ 07465

Culligan                                                     $14
305 Clearview Road
Edison, NJ 08837

S. Kara at Dayna Court, LLC's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fried, Jerold and Tammy       Deposit                   $134,382
28 Pacific Avenue
Bayville, NJ 08721

Vu, Tram Anh                  Deposit                   $110,000
718 Spruce Hill Drive
Toms River, NJ 08753

Leopoidevin, Jeff and Losito  Deposit                   $91,090
Frank
1 Shorin Way
Manchester Township, NJ 08759

Mazzei, Rocco                 Deposit                   $37,500
115 Mesa Verde Lane
Howell, NJ

Verizon                                                 $22,800
P.O. Box 4833
Trenton, NJ 08650

ManzoMaroba Construction                                $18,000
Beacon Hill Place
Morganville, NJ 07751

Jillette Advertising Inc.                               $15,899
746 Highway 34
Matawan, NJ 07747

Control Layouts, Inc.                                    $6,099
271 Cleveland Avenue
Highland Park, NJ 08904

Menlo Engineering Assoc Inc.                             $4,489
261 Cleveland Avenue
Highland Park, NJ 08904

Meridan Engineering Group                                $4,487
Inc.
33 Wood Avenue South
Iselin, NJ 08830

Township of Dover                                        $4,020
P.O. Box 48044
Newark, NJ 07101

Art Associates Design Group                                $424
Matawan, NJ 07747

Difrancesco, Bateman, Coley                                $387
15 Mountain Blvd
Warren, NJ 07059

Magrann Associates Corp.                                   $135
240 West Route 38
Moorestown, NJ 08057

T. Country Club Estates by Kara, LLC's 18 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wolfrom, Jeffrey and Lynn     Deposit                   $142,546
319 Aster Circle
Kennett Square, PA 19348

Caufield, Richard and Judith  Deposit                   $101,225
197 Maple Street
Roselle Park, NJ 07204

Township of Little Egg                                   $18,923
Harbor
665 Radio Road
Tuckerton, NJ 08087

Guardian Protection Services                             $13,705
204 Diplomat Drive
Philadelphia, PA 19113

Township of Little Egg                                   $11,118
Harbor
665 Radio Road
Tuckerton, NJ 08087

Vintage                                                   $3,369
811 Sixteenth Avenue
Belmar, NJ 07719

All County Aluminum                                       $1,350
560 Cross Street
Lakewood, NJ 08701

Brennan Contracting                                         $930
349 Appletree Drive
Levittown, PA 19055

Sunrise Concrete Company                                    $560
P.O. Box 435
Rushland, PA 18956

Willis Construction Services                                $554
25 B Vreeland Road
Florham Park, NJ 07932

Zahn Transportation                                         $552
P.O. Box 158
Manchester Township, NJ 08759

Adams Rehmann & Heggan                                      $540
850 South White Horse Pike
Hammonton, NJ 08037

Greenscape Landscaping                                      $350
727 Cornwallis Drive
Mount Laurel, NJ 08054

Top Coat Paving Inc.                                        $340
P.O. Box 7
Lanoka Harbor, NJ 08734

Bailey Square Janitorial Inc.                               $340
16 South Street
Freehold, NJ 07728

Michael J. Wright                                           $310
Construction Co.
16 Madison Avenue
Toms River, NJ 08753

Owen, Little & Associates                                   $175
443 Atlantic City Blvd.
Beachwood, NJ 08722

Landscape Maintenance                                       $128
Services
119 Main Street
Princeton, NJ 08540

U. Horizons at Woodlake Greens, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Township of Lakewood                                     $99,651
231 Third Street
Lakewood, NJ 08701

Mueller, Constance            Deposit                    $86,043
608 Oceanview Road
Brielle, NJ 08730

Smallwood, John and Mary      Deposit                    $75,285
Ann
13326 Ocean Avenue
Rumson, NJ 07760

Dennery, John and Elsa        Deposit                    $73,212
10 Wood Drive
Morris Plains, NJ 07950

HindsSamuels, Patricia        Deposit                    $67,797
172-32 133rd Avenue
Apt. 10G
Jamaica, NY 11434

Straniero, Salvatore J. and   Deposit                    $65,523
Amelia
397 Middle Road
Hazlet, NJ 07730

Leonard, John M and Mary C.   Deposit                    $61,089
148 Dorset Drive
Clark, NJ 07066

Kalamaras, Rosemary and       Deposit                    $59,402
Louis
5 Dryden Road
Brick, NJ 08724

Balducci, Carol               Deposit                    $55,535
15 Bunker Hill Drive
Old Bridge, NJ 08857

Rienzo, Elizabeth A.          Deposit                    $53,467
144 N. Hampton Drive
Leonardo, NJ 07737

Giannetti, Patrick A. and     Deposit                    $52,540
Gayle T.
4 Ellison Avenue
Edison, NJ 08820

Yetto, Marianne               Deposit                    $49,460
1420 Bay Ridge Parkway
Brooklyn, NY 11228

DeGrusso, Ross and Jean       Deposit                    $49,200
360 Colon Avenue
Staten Island, NY 10308

Albietz, Paul J. and          Deposit                    $49,178
Elaine M.
2231 Franklin Drive
Belmar, NJ 07719

Greco, Paolino and Elena      Deposit                    $47,038
1805 Meadow Road
Belmar, NJ 07719

Hensler, George and Hilma     Deposit                    $35,245
26 Lenox Avenue
Cranford, NJ 07016

Craggen, Janet                Deposit                    $32,407
35 Lafayette Drive
Hazlet, NJ 07730

Hira, Gurvir and Daljeet      Deposit                    $31,976
21 Surrey Drive
Old Bridge, NJ 08857

Bercovicz, Israel and Sarah   Deposit                    $21,282
10 Lambert Johnson Drive
Asbury Park, NJ 07712

Lindstrom, Diessner &                                     $1,216
Carr PC
136 Drum Point Road, Suite 6
Brick, NJ 08723

V. Estates at Galloway Woods, LLC's 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Strober Building Supply                                 $103,382
Truss
81 Kresson Road
Haddonfield, NJ 08033

Russo, Robert and Kelly       Deposit                    $96,657
10 Seminde Street
Monroe Township, NJ 08831

Dechavez, Maria               Deposit                    $80,388
94 Tennyson Street
Carteret, NJ 07008

Chandler, Stephen and Jen     Deposit                    $39,528
1079 Bally Bunion Drive
Egg Harbor City, NJ 08215

Menser's Heating & Air                                   $33,593
800 Park Avenue
Lakewood, NJ 08701

Alfano, Phyllis and Durden,   Deposit                    $30,347
Gerald
2348 Linwood Avenue2P
Fort Lee, NJ 07024

RWZ Stairs and Rails                                     $24,580
520 James Street
Lakewood, NJ 08701

Property Dev. Services, Inc.                             $14,192
700 Hooper Avenue
Toms River, NJ 08753

Sunrise Concrete Company                                 $13,012
P.O. Box 435
Rushland, PA 18956

Waters and Bugbee Inc.                                   $10,091
75 South Gold Drive
Trenton, NJ 08691

Strober Building Supply Inc.                              $8,300
81 Kresson Road
Haddonfield, NJ 08033

East Coast Site Work                                      $8,084
6 Dickens Court
Howell, NJ 07731

Shoreline Plumbing &                                      $6,259
Heating
447 Stage Road
Tuckerton, NJ 08087

Township of Galloway                                      $5,187
300 East Jimmie Leeds Road
Absecon, NJ 08205

Michael J. Wright                                         $4,795
Construction Co.
16 Madison Avenue
Toms River, NJ 08753

Johnny on the Spot Inc.                                   $1,575
3168 Bordentown Road
Old Bridge, NJ 08857

Builders First Source                                     $1,464
20 South Middlesex Avenue
Monroe Township, NJ 08831

Advanced Site and Utility                                 $1,400
Contr.
1201 Wilkinson Drive
Toms River, NJ 08755

Manzo-Maroba Construction                                 $1,251
Beacon Hill Place
Morganville, NJ 07751

Johannessen & Leone                                         $749
Associates
Lansdale, PA 19446

W. The Shores at Little Egg Harbor, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Landscape Maintenance Services                 $18,923
491 Amwell Road
Building 1, Suite 100
Hillsborough, NJ 08844

Top Coat Paving, Inc.                           $3,369
P.O. Box 7
Lanoka Harbor, NJ 08734

Bailey Square Janitorial Inc.                     $930
16 South Street
P.O. Box 767
Freehold, NJ 07728

Advanced Site & Utility                           $900

Keystone/Maxx                                     $580

Strober Building Supply, Inc.                     $560

Vintage                                           $554

Zahn Transport, Inc.                              $552

Greenscape Landscaping                            $450

Atlantic City Electric Co.                        $422

Brennan Contracting                               $350

Sunrise Concrete Company                          $340

Adams, Rehmann & Heggan                           $340

All County Aluminum, Inc.                         $340

Willis Construction Services                      $310

Township of Little Egg Harbor                     $175

Michael J. Wright                                 $135

Guardian Protective Services                      $128

Robert Boehm                                   Unknown

Evans, Sean and Levitt, Dorian                 Unknown

X. Kara of Monmouth, LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Maser Consulting                                $5,000
One River Centre, Building 2
Red Bank, NJ 07701

Willis Construction Services                    $4,369
25B Vreeland Road
Florham Park, NJ 07932

WJE                                             $2,673
P.O. Box 71801
Chicago, IL 60694

Almost Home, Inc.                               $1,350

Sunrise Concrete Company                        $1,321

Bailey Square Janitorial Inc.                     $900

Cerullo Fire Protection                           $830

Blue Ridge Drywall                                $450

Mobility Elevator & Lift Co.                      $315

Home Depot/GECF                                   $300

CME Associates                                    $288

Kirkpatrick and Lockhart                          $276

Jersey Central Power and Light                    $214

New Jersey Natural Gas                            $168

Johnny on the Spot                                $101

New Jersey American Water                          $17

ACH Concrete Corp.                             Unknown

Mary Anis                                      Unknown

Aspen Woods Homeowner's Association, Inc.      Unknown

Barnett, Sanford and Annette                   Unknown

Y. Bridgepointe at Harbor Heights, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
ICS LLC                                        $97,968
P.O. Box 363
Momnouth Junciton, NJ 08852

Township of Old Bridge                         $39,000
One Old Bridge Plaza
Old Bridge, NJ 08857

Robert McGowan                                 $25,083
P.O. Box 8
South Amboy, NJ 08879

Michael J. Wright                              $17,932

The Esposito Group LLC                         $15,000

Willis Construction Services                   $14,104

Manzo-Maroba Construction                       $3,101

J. Manzo Recycling Co.                          $2,535

Live Oak Landscaping Contractors                $1,935

Joe Mollis                                      $1,546

Agim Kargjozi                                   $1,500

Bill Stroud Excavating                          $1,500

Bailey Square Janitorial Inc.                   $1,070

Residential Warranty Corp.                        $498

Home Depot/GECF                                    $40

Mike and Joan Addeo                            Unknown

Mohammed Ahmed                                 Unknown

Herman and Teresa Alstong                      Unknown

Zamen Au/lau                                   Unknown

Boateng                                        Unknown

Z. Kara of Middlesex, LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Marlboro Lawn Inc.                             $40,130
146 Route 79N
P.O. Box 122
Marlboro, NJ 07746

Sunrise Concrete Company                        $5,300
P.O. Box 435
911 Millcreek Road
Rushland, PA 18956

Willis Construction Services                    $4,714
25B Vreeland Road
Florham Park, NJ 07932

Manzo-Maroba Construction                       $4,300

The Esposito Group LLC                          $3,172

Scheer's Inc.                                   $2,291

First Choice Construction                       $1,900

East Coast Site Work                            $1,790

National Waterproofing Inc.                       $825

Straight Edge Striping                            $750

A-1 Bracket                                       $700

All Seasons Maintenance                           $680

Jersey Central Power and Light                    $314

John Peterman Trucking                            $280

Bailey Square Janitorial Inc.                     $275

Storm Master Co., Inc.                            $175

All County Aluminum Inc.                          $140

Home Depot/GECF                                   $104

Township of Monroe                                 $25

Rocky and Antoinette Barletta                  Unknown

AA. Kara at Emerald Hill, LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Tile It, Inc.                                  $68,084
101 Park Avenue
Manalapan, NJ 07726

RWZ Inc. Stairs & Rails                        $47,102
520 James Street
Lakewood, NJ 08701

First Choice Construction                      $39,675
560 Tinton Avenue
Eatontown, NJ 07724

The Esposito Group LLC                         $38,671

Shoreline Plumbing & Heating                   $36,133

A-1 Bracket                                    $34,529

Benchmark, Inc.                                $34,270

Integrated Home Technologies                   $29,278

Ferguson Enterprises                           $26,930

Century Kitchens, Inc.                         $24,897

BP Associates                                  $20,586

Home Remodeling Concepts                       $19,881

Innovative Heating and Cooling                 $19,810

Township of Marlboro                           $19,207

ACH Concrete Corp.                             $12,823

Construction Pros Corp.                        $12,776

Strober Building Supply, Inc.                  $11,064

Quality Insulation, LLC                         $7,586

WB Drilling, Inc.                               $6,697

Jersey Central Power and Light                  $6,445

AB. Kara at Evergreen Estates, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
A-1 Bracket                                    $44,904
145 West Philadelphia Avenue
Morrisville, PA 19067

Owen Little & Associates Inc.                  $15,387
443 Atlantic City Boulevard
Beachwood, NJ 08722-4003

Vintage                                        $10,260
811 Sixteenth Avenue
Belmar, NJ 07719

Sunrise Concrete Company                        $5,950

Lou's Electric                                  $5,911

Property Dev. Services II, Inc.                 $5,049

Landscape Maintenance Services                  $3,975

Scheer's Inc.                                   $3,000

RWZ Inc. Stairs & Rails                         $2,549

Straight Edge Striping                          $2,485

ADE, Inc.                                       $2,228

Advanced Site & Utility                         $2,100

Browning Landscape                              $1,860

Strober Building Supply, Inc.                   $1,796

Century Kitchens, Inc.                          $1,728

Michael J. Wright                               $1,510

AII Concepts                                    $1,161

Bailey Square Janitorial Inc.                     $946

All County Aluminum Inc.                          $810

RC Shea & Associates                              $793

AC. Kara at North Haledon, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Borough of North Haledon                       $42,539
Municipal Building
103 Overlook Avenue
Haledon, NJ 07508

Bill Stroud Excavating                         $13,282
81 River Road
Flanders, NJ 07836

Home Remodeling Concepts                        $6,500
4 Dale Drive
Fairfield, NJ 07004

JV Excavators & Contractors, LLC                $5,500

Vintage                                         $5,175

RWZ Inc. Stairs & Rails                         $4,762

G.E. Cap Modular Space                          $3,389

EWG                                             $1,634

Aldo Carpets, Inc.                              $1,585

A-1 Bracket                                       $900

Obar Systems, Inc.                                $500

Grinnell Recycling                                $325

Diamond Finish Restoration                        $254

Home Depot/GECF                                   $233

Guardian Air Care Inc.                            $225

K&M Contracting Inc.                              $212

Amber Plumbing & Heating                          $160

Weissman Engr. Co., P.C.                          $130

Hecht Trailers Inc.                                $95

Wagner Electric Corp.                              $90

AD. Kara at Island Breeze, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Najarian Associates                             $4,300
1 Industrial Way West
Eatontown, NJ 07724

Home Safety Products                            $3,621
315 Raritan Avenue
Highland Park, NJ 08904

C&R Plumbing & Heating                          $3,330
822 Route 9
Lanoka Harbor, NJ 08734-1707

Landscape Maintenance Services                  $3,000

Runyon                                          $2,544

Aquatic Services                                $2,452

Sunrise Concrete Company                        $2,238

Bell Concrete                                   $1,862

Builders First Source                           $1,133

Atlantic City Electric Co.                        $929

Art Associates Design Group                       $920

Vintage                                           $594

R&T Contractors                                   $565

Jersey Shore Seamless Gutters                     $525

Blue Ribbon Roofing and Siding                    $355

Woodhaven Lumber & Millwork                       $290

Verizon                                           $210

Bailey Square Janitorial Inc.                     $190

RWZ Inc. Stairs & Rails                           $175

Reynolds Painting Group LLC                       $150

AE. Kara at Island Crest, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Robcon Builders                                 $6,700
145 West Philadelphia Avenue
Morrisville, PA 19067

Mitchell Hardware                               $2,696
235 Delsea Drive
Sewell, NJ 08080

Moon Site Management                              $964
1955 Quarry Road
Morrisville, PA 19067

Home Depot/GECF                                   $786

Blue Ribbon Roofing and Siding                    $550

ADE, Inc.                                         $425

Bailey Square Janitorial Inc.                     $420

Marturano Recreation Company                      $301

Willis Construction Services                      $264

Wagner Electric Corp.                             $225

Woodhaven Lumber & Millwork                       $126

Najarian Associates                               $100

Verizon                                            $34

Mountain Millwork Inc.                             $18

Stafford Township                                   $0

Di and Voight, Quido Bartola                   Unknown

Ken and Ellen Bernabe                          Unknown

Dennis Carollo                                 Unknown

Cochran                                        Unknown

Frank Crowley                                  Unknown

AF. Kara at Island Gate, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
RC Shea & Associates                           $14,324
244 Main Street
Toms River, NJ 08753

A-1 Bracket                                     $7,500
145 West Philadelphia Avenue
Morrisville, PA 19067

Bailey Square Janitorial Inc.                   $7,095
16 South Street
P.O. Box 767
Freehold, NJ 07728

Art Associates Design Group                     $6,519

EWG                                             $3,496

Najarian Associates                             $3,350

Moon Site Management                            $3,244

Sunrise Concrete Company                        $1,633

Willis Construction Services                    $1,181

Atlantic City Electric Co.                      $1,067

MGS Corp.                                         $988

M&Z Engineering                                   $695

Verizon                                           $678

East Coast Site Work                              $636

Michael J. Wright                                 $451

RWZ Inc. Stairs & Rails                           $429

Vintage                                           $339

Office Max                                        $170

Dreifuss-Prebilt, Inc.                            $145

Blue Ribbon Roofing and Siding                    $145

AG. Island Woods Estates by Kara Homes, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
RC Shea & Associates                           $14,256
244 Main Street
Toms River, NJ 08753

Willis Construction Services                   $12,709
25B Vreeland Road
Florham Park, NJ 07932

Gene Lieb                                      $12,560
439 B Route 34
Matawan, NJ 07747

Berry, Sahradnik, Riordan & Benson P.C.         $8,289

Sunrise Concrete Company                        $5,983

Najarian Associates                             $5,320

All Concepts                                    $3,735

Atlantic City Electric Co.                      $3,541

Property Development Services II, Inc.          $2,850

Century Kitchens, Inc.                          $2,241

Straight Edge Striping                          $2,150

Liberty Overhead Inc.                             $848

Monmouth Carpet & Upholstery                      $620

Lou's Electric                                    $620

Imagistics                                        $615

Stafford Township Tax Collector                   $602

Landscape Maintenance Services                    $267

Owen Little & Associates Inc.                     $216

Woodhaven Lumber & Millwork                       $180

Wagner Electric Corp.                             $157

AH. Kara at Kensington Hill, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Property Dev. Services II, Inc.                $11,680
700 Hooper Avenue
Toms River, NJ 08753

Scheer's Inc.                                   $5,537
601 Oakmont Street, Suite 400
Westmont, IL 60559

East Coast Site Work                            $3,012
6 Dickens Court
Howell, NJ 07731

G&R Trimming Contractors, Inc.                  $2,925

Willis Construction Services                    $2,105

Above All Heat                                  $1,498

Vintage                                         $1,442

Mr. John                                        $1,429

Shoreline Plumbing & Heating                    $1,215

All County Aluminum Inc.                        $1,206

Fortune Insulation Contracting                  $1,105

A-1 Bracket                                       $992

Dover Township                                    $538

Sunrise Concrete Company                          $538

Garden State Precast, Inc.                        $378

National Waterproofing Inc.                       $375

Home Depot/GECF                                   $343

Jersey Central Power and Light                    $312

JSW Inc.                                          $397

Johnny on the Spot                                $193

AI. Kara at Lakeshore Harbor, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Borough of Mt. Arlington                        $1,824
419 Howard Boulevard
Mount Arlington, NJ 07856

Thermal Design, Inc.                              $626
11 Timber Lane
Marlboro, NJ 07746

Willis Construction Services                      $450
25B Vreeland Road
Florham Park, NJ 07932

Wagner Electric Corp.                             $230

Jason and Kustra Albert                        Unknown

Mark and Darlene Anderson                      Unknown

Christina Andreano                             Unknown

Nikki Aquino                                   Unknown

Jim Baccaro                                    Unknown

Borough of Mt. Arlington                       Unknown

Ingrid Burke                                   Unknown

Caffrey                                        Unknown

Ms. Calabro                                    Unknown

Jim and Bletlko, Cindi Carrier                 Unknown

Dean Cary                                      Unknown

Club House (Lirelle)                           Unknown

Rosemarie Cohen                                Unknown

Thomas and Julianne Conklin                    Unknown

D&C Electrical Contractors Inc.                Unknown

Frank and Paula Darling                        Unknown

AJ. K & W Builders, Inc.'s Three Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Sayed Arafa                                    Unknown
598 Somerset
Toms River, NJ 08753

Dillon                                         Unknown
607 Somerset
Toms River, NJ 08753

Township of Dover                              Unknown
33 Washington Street
P.O. Box 728
Toms River, NJ 08754-0728

AK. Kara at Cedar Grove, LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Willis Construction Services                    $3,609
25B Vreeland Road
Florham Park, NJ 07932

Floors, Inc.                                      $931
2 Campus Drive
Burlington, NJ 08016

Bailey Square Janitorial Inc.                     $750
16 South Street
Freehold, NJ 07728

Terry Gribben's Transcription Service             $740

Staples Acc#NY@012185                             $166

George and Lynn Anderson                       Unknown

Kemel Aydin                                    Unknown

Matt and Amy Bales                             Unknown

Jason and Jill Bergman                         Unknown

Lee and Gene Blumenthal                        Unknown

Hany S. Brollesy                               Unknown

Pete and Karen Bruzzo                          Unknown

Capobianco                                     Unknown

Tracey and Anthony Castellano                  Unknown

Nancy Cattle                                   Unknown

Ceder Grove Township                           Unknown

Chris and Melanie Cervino                      Unknown

Tony Chuen/Xiang                               Unknown

Jerry Colombino                                Unknown

Cun Gaung Lin                                  Unknown

AL. Sterling Woods at Barnegat, LLC's 20 Largest Unsecured
Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
EWG                                             $4,408
215 First Street
Dunellen, NJ 08812

Willis Construction Services                    $3,370
25B Vreeland Road
Florham Park, NJ 07932

Jersey Central Power and Light                  $3,071
c/o Daniel F. Sahin, P.C.
P.O. Box 838
Clarksburgh, NJ 08510

East Coast Funding, LLC                         $2,940

East Coast Site Work                            $2,862

WSB Engineering Group, P.A.                     $2,502

All Concepts                                    $1,353

T.C. & Associates, Inc.                           $838

Blue Ribbon Roofing and Siding                    $820

Better Than the Rest Cleaning                     $375

National Waterproofing Inc.                       $375

Johannessen & Leone                               $345

East Lake Interiors LLC                           $300

Strober Building Supply, Inc.                     $266

Zee Medical Inc.                                  $193

New Jersey Natural Gas                            $175

Western Pest Services                             $159

Johnny on the Spot                                 $30

Costa                                          Unknown

Leonora Dattilo                                Unknown

AM. Kara at Tallymawr, LLC 's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Sunrise Concrete Company                       $35,889
P.O. Box 435
911 Millcreek Road
Rushland, PA 18956

Willis Construction Services                   $28,553
25B Vreeland Road
Florham Park, NJ 07932

Krupnick Family Trust                          $24,748
1400 River Avenue
Lakewood, NJ 08701

G&R Trimming Contractors, Inc.                 $24,735

Big Jim's                                      $19,559

Fenton Tile Company                            $17,565

A-1 Bracket                                    $13,948

All County Aluminum, Inc.                      $10,270

Dover Township                                  $8,823

Richard Brand                                   $8,622

Integrated Home Technologies                    $8,018

East Lake Interiors LLC                         $6,522

Shoreline Plumbing & Heating                    $6,308

Mr. John                                        $5,450

RWZ Inc. Stairs & Rails                         $5,295

Dover Township                                  $5,000

Menser's Heating and Air, Inc.                  $4,853

Four Seasons Insulation Corp.                   $4,500

Berry Sahradnik Riordan & Benson P.C.           $3,531

Strober Building Supply, Inc.                   $2,590

AN. Kara at White Oak, LLC's 18 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Whirlpool Corp.                                   $431
P.O. Box 532415
Atlanta, GA 30353-2406

Scheer's Inc.                                     $159
601 Oakmont Street, Suite 400
Westmont, IL 60559

Willis Construction Services                      $132
25B Vreeland Road
Florham Park, NJ 07932

Thomas and Karen Aballo                        Unknown

Cotelo                                         Unknown

Filipone                                       Unknown

Debbie Guarino                                 Unknown

Suzanne Heagan                                 Unknown

Mahesh Khemraj                                 Unknown

Kleissler/Milazzo                              Unknown

Lewis                                          Unknown

Dr. and Hema Mehta                             Unknown

Roger Shupe                                    Unknown

Denis and Eileen Speranza                      Unknown

Ed and Diana Sunday                            Unknown

Township of Dover                              Unknown

Universal Forest/Eastern Division, Inc.        Unknown

Gabe Vitale                                    Unknown

AO. Kara at Berkeley, LLC's 19 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Township of Berkeley                           $40,296
627 Pinewald-Keswick Road
P.O. Box B
Bayville, NJ 08721-0287

Willis Construction Services                    $5,764
25B Vreeland Road
Florham Park, NJ 07932

Bell Concrete Inc.                              $2,716
40 Pine Avenue
Freehold, NJ 07728

Oswald Enterprises, Inc.                        $1,850

Wagner Electric Corp.                           $1,180

Michael J. Wright                                 $810

M&Z Engineering                                   $650

Jersey Central Power and Light                    $473

RWZ Inc. Stairs & Rails                           $452

Coast Bath Resurfacing                            $365

C&L Sweeper Services                              $243

Keystone/Maxx KSD Corp.                           $120

All County Aluminum Inc.                           $50

Home Depot/GECF                                    $37

Century Kitchens, Inc.                             $21

Cesar and Luz                                  Unknown

Laura Anderson                                 Unknown

Ozzie and Margie Berrios                       Unknown

Better Than the Rest Cleaning                  Unknown

AP. Kara at Madison, LLC's 11 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Bayshore Regional S.A.                        $228,021

Wilentz Goldman and Spitzer                    $57,279
99 Woodbridge Center Drive
Woodbridge, NJ 07095-0958

Kirkpatrick and Lockhart                       $10,478
One Newark Center
Newark, NJ 07102

Township of Aberdeen                            $5,328

T&M Associates                                  $5,165

Harlyn Associates                               $1,500

Maser Consulting                                $1,410

Roy T. Deboer, P.A.                               $260

Michael and Teresa Batson                      Unknown

Anthony and Helen Scarpa                       Unknown

Township of Aberdeen                           Unknown

AQ. KH Builders, LLC's 11 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Bass                                           unknown
1156 No. Maple Avenue
Toms River, NJ 08755

Sadeghi, Frank and Guisella                    unknown
1194 No. Maple Avenue
Toms River, NJ 08755

Township of Dover                              unknown
33 Washington Street
P.O. Box 728
Toms River, NJ 08754-0728

AR. Kara Service Company, LLC does not have any creditors who are
    not insiders.

AS. Kara Homes Development LLC's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
Internal Revenue Service                       Unknown
Insolvency Function
P.O. Box 724
Springfield, NJ 07081-0724


KIDSPEACE INC: Moody's Lifts Rating on Series 1998 Bonds to "Ba3"
-----------------------------------------------------------------
Moody's Investors Service upgraded to Ba3 from B2 the rating on
KidsPeace, Inc's Series 1998 Bonds ($62.2 million outstanding)
issued through the Lehigh County General Purpose Authority,
Pennyslvania.  The rating outlook remains stable.

The rating upgrade reflects continued profitable operating
performance and revenue growth derived from enhanced utilization
of existing space and diversification of programs and improvement
in the organization's cash position.  The stable outlook reflects
our belief that management's continued efforts to diversify
service and geographic offerings will provide greater operating
stability to drive further improvement of balance sheet measures.

                         Legal Security

The bonds are secured by a gross revenues pledge of the obligated
group members consisting of KidsPeace Corp, KidsPeace National
Centers for Kids Inc, KidsPeace National Centers for Kids of
Pennsylvania Inc, and KidsPeace National Hospital Inc.

Interest Rate Derivatives: None.

                           Strengths

Sizable human service provider with geographical diversification,
with operations in twelve states, including Maine, Georgia,
Pennsylvania, Indiana, New Jersey and Minnesota.

Management has introduced enhanced financial discipline and
greater operational efficiencies.

Two years of improved operating performance following the
divestiture of New York operations in FY 2004.

                           Challenges

Thin liquidity, with cash levels of $8.5 million, or 20.7 days
cash on hand, and an under funded pension obligation which will
temper liquidity growth

High debt burden, with cash-to-debt of 12.3% and 5 times debt-to-
cashflow

Despite organizational efforts to reduce dependency on
Pennsylvania operations, Pennsylvania still represents 31% of
KidsPeace's total operating revenues.  Continued payer pressures
are present in Georgia and New Jersey.

                   Recent Results/Developments

Fiscal year 2006 marked the second consecutive year of profitable
financial performance, with KidsPeace recording a $7.1 million
operating profit (4.4% operating margin), up from $6.4 million
(4.3% operating margin) in FY 2005.  Operating revenues grew 9% in
FY 2006, which management attributes to volume growth, higher
reimbursement rates due to successful restructuring of residential
programs to meet the demand for higher intensity clients, and
continued expansion of its foster care service line.  The number
of foster care clients increased to 1,090 in FY 2006 from 912 in
FY 2005, as the organization increased occupancy in several states
and entered the state of Florida.

As a result of this service expansion, KidsPeace has successfully
reduced its dependency on Pennsylvania payers, although the state
still represents 31% of total operating revenues.  KidsPeace
generated $16.3 million in operating cash flow in FY 2006 (10.3%
operating cash flow margin), up from $15.3 million (10.1%
operating cash flow margin) in FY 2005, the strongest operating
cash flow recorded since Moody's began rating the organization.  
Debt-to-cash flow improved to 5 times in FY2006 from 5.7 times in
FY 2005, and peak debt service coverage improved slightly to 2.8
times in FY 2006 from 2.5 times in FY 2005.

KidsPeace has recently undergone changes in senior management,
hiring a new chief financial officer in FY2006.  As the
organization continues to face reimbursement pressure from the
transition to Medicaid managed care in Pennsylvania and other
payer pressures in Georgia and New Jersey, senior management has
expressed a renewed commitment to focusing on greater financial
discipline and achieving operational efficiencies going forward,
increasing fundraising capabilities, and exploring new service
lines to enhance the continuum of care that KidsPeace offers to
its clients.

The improved operating performance and increased cash flow allowed
the organization to improve liquidity and balance sheet
indicators, with unrestricted cash growing to $8.5 million at FYE
2006 from $6.9 million at FYE 2005.  Days cash on hand has
increased to 20.7 days in F 2006 from 18.5 days in FY 2005 but
remains quite modest for an organization of this size.  Despite
the improvement in liquidity levels, KidsPeace remains fairly
leveraged, with cash to debt a weak 12.4% at FYE 2006, but
improved from a weaker 9.9% at FYE 2005.  An underfunded pension
obligation ($19.2) will constrain cash growth going forward.

Through June 30, 2007 (six months), operating performance has
continued its recent favorable trajectory, with KidsPeace
recording a $6.7 million of operating income (7.9% operating
margin) down somewhat from the $7.2 million of operating income
(9% operating margin) realized through the prior year's comparable
period.  Management attributes the softening in financial
performance to increased labor costs.

KidsPeace does not report any debt plans in the near future.  The
organization needs to renovate part of the Broadway campus and
intends to finance the improvements from a capital campaign now
underway and a state matching grant that has been awarded but not
yet recorded.

                             Outlook

The stable outlook reflects the continued operating improvement
and our belief in the sustainability of performance as the
organization continues to deleverage the balance sheet

What could change the rating -- Up

Future upward rating movement will largely depend on balance sheet
improvements and liquidity, as well as continued improved
operating performance

What could change the rating -- Down

A downturn in operating performance resulting in operating
deficits, or decline in liquidity or additional debt

                          Key Indicators

Assumptions & Adjustments:

-- Based on financial statements for KidsPeace Inc.

-- First number reflects audit year ended Dec. 31, 2005

-- Second number reflects audit year ended Dec. 31, 2006

-- Investment returns normalized at 6% unless otherwise noted

Total operating revenues: $147.7 million; $160.9 million

Moody's-adjusted net revenue available for debt service:
    $16.6 million; $17.4 million

Total debt outstanding: $70.6 million; $68.4 million

Maximum annual debt service : $6.4 million; $6.4 million

MADS Coverage with reported investment income: 2.5 times;
    2.7 times

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

Debt-to-cash flow: 5.7 times; 5 times

Days cash on hand: 18 days; 20 days

Cash-to-debt: 9.9%; 12.4%

Operating margin: 4.3%; 4.4%

Operating cash flow margin: 10.3%; 10.1%

Rated Debt (debt outstanding as of Dec. 31, 2006)

-- Series 1998 ($62.2 million outstanding) rated Ba3


KNOLL INC: Paying $0.11/Share Cash Dividend on Sept. 28
-------------------------------------------------------
Knoll Inc.'s board of directors declared a quarterly cash dividend
of $0.11 per share payable Sept. 28, 2007, to stockholders of
record on Sept. 14, 2007.
    
Based in East Greenville, Pennsylvania, Knoll Inc. (NYSE: KNL) --
http://www.knoll.com/-- designs and manufactures branded office  
furniture products and textiles, serves clients worldwide.  It
distributes its products through a network of more than 300
dealerships and 100 showrooms and regional offices.  The company
has locations in Argentina, Australia, Bahamas, Cayman Islands,
China, Colombia, Denmark, Finland, Greece, Hong Kong, India,
Indonesia, Japan, Korea, Malaysia, Philippines, Poland, Portugal
and Singapore, among others.

                          *     *     *

Moody's Investors Service assigned a B1 corporate family rating to
Knoll Inc.  At the same time, the company's $200 million senior
secured revolver was rated B1 and its $250 million senior secured
term loan was rated Ba2.


LEAP WIRELESS: Gets Stock-for-Stock Merger Offer from MetroPCS
--------------------------------------------------------------
MetroPCS Communications Inc. sent a letter to Leap Wireless
International Inc. proposing a strategic stock-for-stock tax-free
merger that will create a fifth national wireless carrier.  Under
the terms of the proposal, each outstanding share of Leap common
stock would be exchanged for 2.7500 shares of MetroPCS common
stock.

Based on MetroPCS' trailing 20-day volume-weighted average stock
price as of Aug. 31, 2007, the proposed exchange ratio implies a
value of $77.89 for each share of Leap common stock, or
approximately $5.5 billion in aggregate equity value.  MetroPCS
also will assume or refinance approximately $2 billion of Leap's
existing indebtedness.

The proposed exchange ratio represents implied premiums of 23.1%
and 20.1% based on the trailing 20-day and the trailing 60-day
volume-weighted average stock prices, respectively, for both
companies for the period ending Aug. 31, 2007.

In addition, based on preliminary analysis, MetroPCS believes the
proposed combination could result in synergies with an estimated
net present value of approximately $2.5 billion, which, if
achieved, would represent significant further value to Leap's
shareholders of approximately $12.34 for each share of Leap common
stock.

When considered together, the total value implied by the proposed
exchange ratio and Leap's shareholders' proportionate share of the
estimated transaction synergies, which MetroPCS believes could be
achieved, represents implied premiums of approximately 35.1% and
30.3% based on the trailing 20-day and the trailing 60-day volume-
weighted average stock prices, respectively, for both companies
for the period ending Aug. 31, 2007.

MetroPCS believes that since its initial public offering in April
of this year, Leap's stock price has traded in part in
anticipation of a merger between the two companies.  Accordingly,
MetroPCS believes that any calculation of the premiums represented
by its proposal over Leap's spot or trailing volume-weighted
average trading prices on selected days or for selected periods
necessarily understates the value to Leap's shareholders of
MetroPCS' proposal in terms of premium-to-unaffected market stock
price.

"We believe that the combination of MetroPCS and Leap is extremely
compelling and will create significant value for the stakeholders
of both companies," Roger D. Linquist, MetroPCS' Chairman of the
Board and Chief Executive Officer, said.  "The combined company
will create a new national wireless carrier with licenses covering
nearly all of the top 200 markets in the United States.  The
shareholders of both companies will have the opportunity to
participate in the upside potential of the combined company and
our respective employees will benefit from being a part of a
larger, more diversified organization.  We are excited about the
prospects this opportunity creates and plan to work diligently to
enter into a transaction quickly."

"Based on the analyses that we have performed to date, we believe
that there are substantial operational synergies achievable from
this proposed transaction," J. Braxton Carter, MetroPCS' Senior
Vice President and Chief Financial Officer, added.  "Importantly,
MetroPCS and Leap shareholders would own approximately 65.4% and
34.6%, respectively, of the combined company, allowing them to
benefit proportionately from the significant upside resulting from
the enhanced operating and financial performance of the combined
company."

More specifically, MetroPCS believes that the combined company
would achieve meaningful operating cost savings through a
combination of market-level operating efficiencies and corporate
overhead reductions.  MetroPCS' and Leap's existing market
operations are complementary and MetroPCS believes that the
combined company, as a result of the expanded service area, would
likely benefit from incremental improvements in customer
penetration and retention.  Based on preliminary analysis,
MetroPCS believes that the net present value of these
opportunities could be approximately $2.5 billion.

The MetroPCS proposal is subject to satisfactory completion of due
diligence, the approval by MetroPCS' and Leap's respective Boards
of Directors, the approval by MetroPCS' and Leap's respective
shareholders and the receipt of customary regulatory approvals.

Bear, Stearns & Co. Inc. is acting as financial advisor to
MetroPCS, and Baker Botts LLP, Skadden, Arps, Slate, Meagher &
Flom LLP and Paul, Hastings, Janofsky & Walker LLP are acting as
legal counsel.

                  About MetroPCS Communications

Headquartered in Dallas, Texas, MetroPCS Communications, Inc.
(NYSE: PCS) – http://www.metropcs.com/-- is a provider of  
unlimited wireless communications service for a flat rate with no
signed contract.  MetroPCS owns or has access to licenses covering
a population of approximately 140 million people in 14 of the top
25 largest metropolitan areas in the United States, including New
York, Philadelphia, Boston, Miami, Orlando, Sarasota, Tampa,
Atlanta, Dallas, Detroit, Las Vegas, Los Angeles, San Francisco
and Sacramento.  Currently, MetroPCS has over 3.5 million
subscribers and offers service in the Miami, Orlando, Sarasota,
Tampa, Atlanta, Dallas, Detroit, San Francisco, and Sacramento
metropolitan areas.

                       About Leap Wireless

Based in San Diego, California, Leap Wireless International, Inc.,
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a customer-
focused company providing innovative mobile wireless services
targeted to meet the needs of customers under-served
by traditional communications companies.  With the value of
unlimited wireless services as the foundation of its business,
Leap pioneered both the Cricket(R) and Jump(TM) Mobile services.

                         *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services affirmed its 'CCC' rating on
San Diego, California-based Cricket Communications Inc.'s
$1.035 billion of senior unsecured notes due 2014.
    
Simultaneously, S&P affirmed the 'B-' corporate credit rating on
parent company Leap Wireless International Inc.  The outlook is
positive.


MERRILL LYNCH: Low Debt Enhancement Levels Cue Moody's B1 Rating
----------------------------------------------------------------
Moody's Investors Service downgraded two subordinate certificates
from the Merrill Lynch Mortgage Investors Trust, Series 2003-HE1
securitization.  The underlying collateral for this securitization
consists of fixed-rate and adjustable-rate subprime mortgage
loans.

Credit enhancement for this transaction is provided through a
combination of primary mortgage insurance, excess spread,
overcollateralization and subordination.  Given the existing
delinquency pipeline, the current levels of credit enhancement
were too low to support previous ratings.

Complete rating action is:

Issuer: Merrill Lynch Mortgage Investors Trust

-- Series 2003-HE1, Class B2, downgraded from Baa2 to Ba1;
-- Series 2003-HE1, Class B3, downgraded from Baa3 to B1.


METROPCS COMMS: Proposes to Merge with Leap Wireless
----------------------------------------------------
MetroPCS Communications Inc. sent a letter to Leap Wireless
International Inc. proposing a strategic stock-for-stock tax-free
merger that will create a fifth national wireless carrier.  Under
the terms of the proposal, each outstanding share of Leap common
stock would be exchanged for 2.7500 shares of MetroPCS common
stock.

Based on MetroPCS' trailing 20-day volume-weighted average stock
price as of Aug. 31, 2007, the proposed exchange ratio implies a
value of $77.89 for each share of Leap common stock, or
approximately $5.5 billion in aggregate equity value.  MetroPCS
also will assume or refinance approximately $2 billion of Leap's
existing indebtedness.

The proposed exchange ratio represents implied premiums of 23.1%
and 20.1% based on the trailing 20-day and the trailing 60-day
volume-weighted average stock prices, respectively, for both
companies for the period ending Aug. 31, 2007.

In addition, based on preliminary analysis, MetroPCS believes the
proposed combination could result in synergies with an estimated
net present value of approximately $2.5 billion, which, if
achieved, would represent significant further value to Leap's
shareholders of approximately $12.34 for each share of Leap common
stock.

When considered together, the total value implied by the proposed
exchange ratio and Leap's shareholders' proportionate share of the
estimated transaction synergies, which MetroPCS believes could be
achieved, represents implied premiums of approximately 35.1% and
30.3% based on the trailing 20-day and the trailing 60-day volume-
weighted average stock prices, respectively, for both companies
for the period ending Aug. 31, 2007.

MetroPCS believes that since its initial public offering in April
of this year, Leap's stock price has traded in part in
anticipation of a merger between the two companies.  Accordingly,
MetroPCS believes that any calculation of the premiums represented
by its proposal over Leap's spot or trailing volume-weighted
average trading prices on selected days or for selected periods
necessarily understates the value to Leap's shareholders of
MetroPCS' proposal in terms of premium-to-unaffected market stock
price.

"We believe that the combination of MetroPCS and Leap is extremely
compelling and will create significant value for the stakeholders
of both companies," Roger D. Linquist, MetroPCS' Chairman of the
Board and Chief Executive Officer, said.  "The combined company
will create a new national wireless carrier with licenses covering
nearly all of the top 200 markets in the United States.  The
shareholders of both companies will have the opportunity to
participate in the upside potential of the combined company and
our respective employees will benefit from being a part of a
larger, more diversified organization.  We are excited about the
prospects this opportunity creates and plan to work diligently to
enter into a transaction quickly."

"Based on the analyses that we have performed to date, we believe
that there are substantial operational synergies achievable from
this proposed transaction," J. Braxton Carter, MetroPCS' Senior
Vice President and Chief Financial Officer, added.  "Importantly,
MetroPCS and Leap shareholders would own approximately 65.4% and
34.6%, respectively, of the combined company, allowing them to
benefit proportionately from the significant upside resulting from
the enhanced operating and financial performance of the combined
company."

More specifically, MetroPCS believes that the combined company
would achieve meaningful operating cost savings through a
combination of market-level operating efficiencies and corporate
overhead reductions.  MetroPCS' and Leap's existing market
operations are complementary and MetroPCS believes that the
combined company, as a result of the expanded service area, would
likely benefit from incremental improvements in customer
penetration and retention.  Based on preliminary analysis,
MetroPCS believes that the net present value of these
opportunities could be approximately $2.5 billion.

The MetroPCS proposal is subject to satisfactory completion of due
diligence, the approval by MetroPCS' and Leap's respective Boards
of Directors, the approval by MetroPCS' and Leap's respective
shareholders and the receipt of customary regulatory approvals.

Bear, Stearns & Co. Inc. is acting as financial advisor to
MetroPCS, and Baker Botts LLP, Skadden, Arps, Slate, Meagher &
Flom LLP and Paul, Hastings, Janofsky & Walker LLP are acting as
legal counsel.

                      About Leap Wireless

Based in San Diego, California, Leap Wireless International, Inc.,
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a customer-
focused company providing innovative mobile wireless services
targeted to meet the needs of customers under-served
by traditional communications companies.  With the value of
unlimited wireless services as the foundation of its business,
Leap pioneered both the Cricket(R) and Jump(TM) Mobile services.

                 About MetroPCS Communications

Headquartered in Dallas, Texas, MetroPCS Communications, Inc.
(NYSE: PCS) – http://www.metropcs.com/-- is a provider of  
unlimited wireless communications service for a flat rate with no
signed contract.  MetroPCS owns or has access to licenses covering
a population of approximately 140 million people in 14 of the top
25 largest metropolitan areas in the United States, including New
York, Philadelphia, Boston, Miami, Orlando, Sarasota, Tampa,
Atlanta, Dallas, Detroit, Las Vegas, Los Angeles, San Francisco
and Sacramento.  Currently, MetroPCS has over 3.5 million
subscribers and offers service in the Miami, Orlando, Sarasota,
Tampa, Atlanta, Dallas, Detroit, San Francisco, and Sacramento
metropolitan areas.

                         *     *     *

As reported in the Troubled Company Reporter on June 1, 2007,
Standard & Poor's Ratings Services revised its outlook on  
MetroPCS Communications Inc. to positive from stable, and
affirmed its 'CCC' rating on subsidiary MetroPCS Wireless Inc.'s
$1.3 billion of 9.25% senior unsecured notes due 2014.  This debt
includes $300 million to be issued as an add-on to the $1 billion
note issue.

All other ratings on MetroPCS and related subsidiaries, including
the 'B-' corporate credit rating, are affirmed.


METROPCS WIRELESS: Leap Deal Cues Moody's to Shift Outlook to Del.
------------------------------------------------------------------
Moody's changed the rating outlook for MetroPCS Wireless Inc. to
developing from stable following the announcement that MetroPCS'
parent, MetroPCS Communications Inc. delivered a business
combination proposal to Cricket's parent, Leap Wireless
International Inc.  The corporate family rating of MetroPCS is B2.

Outlook Actions:

Issuer: MetroPCS Wireless, Inc.

-- Outlook, Changed To Developing From Stable

The developing outlook reflects the uncertainty over whether LEAP
will accept PCS' stock-for-stock combination proposal.  In
addition, the outlook change considers that the combination of
MetroPCS and Cricket, should it occur, would likely have positive
implications for the company's combined operating prospects and
potentially produce meaningful synergies, which Moody's currently
believes could warrant a change in outlooks of MetroPCS and
Cricket to positive.

Moody's intends to monitor the development of the proposal and
take additional actions as events unfold.  Should LEAP agree to a
merger with PCS, Moody's will seek to meet with management before
resolving the ratings outlooks as well as any potential changes to
individual instrument ratings should various debt instruments be
re-financed as a part of the proposed merger.  Alternatively,
should the two companies be unable to reach an agreement to merge,
Moody's expects to revert the rating outlooks back to stable.

MetroPCS Wireless Inc., a wholly owned subsidiary of MetroPCS
Communications Inc., provides unlimited use wireless service for a
flat monthly fee with no signed contract in major metropolitan
markets of the U.S.  The company is based in Dallas, Texas.

Leap Wireless International, Inc. wholly-owns Cricket
Communications Inc., which is a wireless service provider.  Both
companies are headquartered in San Diego, California.


MOMENTUM CAPITAL: S&P Puts "BB" Prelim. Rating on $9.15 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Momentum Capital Fund Ltd./Momentum Capital Fund
Corp.'s $321 million floating-rate notes due 2021.
     
The preliminary ratings are based on information as of Sept. 4,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

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

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

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

                  Preliminary Ratings Assigned
     Momentum Capital Fund Ltd./Momentum Capital Fund Corp.
   
               Class             Rating      Amount
               -----             ------      ------
               A-1               AAA       $209,750,000
               A-2               AAA        $52,400,000
               B                 AA         $22,500,000
               C                 A          $15,950,000
               D                 BBB        $11,250,000
               E                 BB          $9,150,000
               Income notes      NR         $29,000,000
   
                             NR — Not rated.


MORGAN STANLEY: Moody's Rates $31.5 Million Class L Certs. at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Morgan Stanley Capital I Inc. Commercial
Mortgage Pass-Through Certificates Series 2007-XLF9.  The
provisional ratings issued on Aug. 20, 2007 have been replaced
with these definitive ratings:

-- Class A-1, $672,000,000, rated Aaa
-- Class A-2, $216,450,000, rated Aaa
-- Class X, $1,260,222,221*, rated Aaa
-- Class B, $44,110,000, rated Aa1
-- Class C, $37,810,000, rated Aa2
-- Class D, $37,800,000, rated Aa3
-- Class E, $37,810,000, rated A1
-- Class F, $37,810,000, rated A2
-- Class G, $37,800,000, rated A3
-- Class H, $37,810,000, rated Baa1
-- Class J, $37,810,000, rated Baa2
-- Class K, $31,500,000, rated Baa3
-- Class L, $31,512,221, rated Ba1
-- Class M-RND, $8,500,000, rated Baa1
-- Class N-RND, $4,000,000, rated Baa3

*Approximate notional amount


MOVIE GALLERY: Noteholders Moves Forbearance Period to Sept. 30
---------------------------------------------------------------
Movie Gallery Inc. and the holder of a majority of principal
amount of its 11% Senior Notes due 2012, have executed a
Forbearance Agreement effective as of Aug. 31, 2007.  Under the
agreement, the majority holder will forbear, and direct the
trustee to forbear until Sept. 30, 2007, from exercising rights
and remedies arising from any defaults occurring or existing under
the Indenture dated as of April 27, 2005.
    
The company also disclosed that, due to its inability to meet the
financial covenants contained in its first lien credit facility
for the fiscal quarter ending July 1, 2007, it has sent a notice
of default to the agent under its second lien facility.

As a result of the default under the second lien facility, the
company also sent a notice of default to the agent under its first
lien facility, which default is subject to the company's
Forbearance Agreement with the first lien lenders, dated
July 20, 2007.

The company is in discussions with its second lien lenders
regarding the current situation.

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

Movie Gallery Inc.'s consolidated balance sheet at July 1, 2007,
showed $892 million in total assets, $1.45 billion in total
liabilities, resulting in a $560.3 million total stockholders'
deficit.

                          *     *     *

As reported in Troubled Company Reporter on Aug. 16, 2007,  
Standard & Poor's Ratings Services said it lowered its ratings,
including the corporate credit rating, on Movie Gallery Inc. to
'CC' from 'CCC+' based on the company's extremely poor liquidity
position.  At the same time, S&P lowered the ratings on the
company's bank loans and senior unsecured debt to 'CC'.  This
rating level indicates a high vulnerability to nonpayment.  The
outlook has been revised to negative.


NATIONAL RETAIL: Prices $250MM Public Offering of Unsec. Notes
--------------------------------------------------------------
National Retail Properties Inc. has priced its public offering of
$250 million of unsecured notes due Oct. 15, 2017.  The public
offering price was 99.649% of the principal amount for
a yield of 6.922%.

The notes will be senior unsecured obligations of the company and
are registered under the company's existing shelf registration
statement filed with the Securities and Exchange Commission.

The offering is expected to close on Sept. 10, 2007, subject to
customary closing conditions.
    
Joint book-running managers for the offering are Banc of America
Securities LLC and Wachovia Securities. Senior co-manager for the
offering is Credit Suisse.  Other co-managers for the offering are
SunTrust Robinson Humphrey, Wells Fargo Securities, BB&T Capital
Markets, Comerica Securities, Ferris, Baker Watts Incorporated,
PNC Capital Markets LLC and Fifth Third Securities Inc.
    
Copies of the prospectus and the prospectus supplement,subject to
completion, relating to these securities may be obtained from Banc
of America Securities LLC and from Wachovia Capital Markets LLC.  
Any requests can be made by contacting Banc of America Securities
LLC by telephone at (800) 294-1322 or by contacting Wachovia
Capital Markets, LLC by telephone at (866) 289-1262.

              About National Retail Properties Inc.

Headquartered in Orlando, Florida, National Retail Properties
(NYSE: NNN) -- http://www.nnnreit.com/-- is a real estate   
investment trust that invests in high-quality retail properties
subject generally to long-term, net leases.  As of June 30, 2007,
the company owned 859 Investment properties in 43 states with a
gross leasable area of approximately 10 million square feet.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services affirmed its 'BB+' preferred
stock rating on National Retail Properties Inc.  The outlook is
stable.


NAVISTAR INT'L: David D. Harrison Joins Board of Directors
----------------------------------------------------------
David D. Harrison, retired executive vice president and chief
financial officer of Pentair Inc. has joined Navistar
International Corporation's board of directors, effective
immediately.

The selection of Harrison increases the number of Navistar board
members to 11.  He was appointed to be a member of Navistar's
audit committee and finance committee.

Harrison served as executive vice president and chief executive
officer of Pentair, a $3 billion global manufacturing company with
more than 15,000 employees, from 2000 until his retirement in
February 2007.  

Prior to joining Pentair, Mr. Harrison held several executive
positions with General Electric Co. and Borg Warner Corp.,
including positions in Europe and Canada.

Currently managing partner of HCI Inc., a real estate investment
firm, Mr. Harrison is also a director of National Oilwell Varco
Inc., a manufacturer of oil well drilling equipment, where he
serves as chairman of the audit committee.

"I am extremely delighted that David Harrison is able to bring his
deep knowledge of manufacturing, corporate finance, acquisitions,
and international operations to Navistar," said Daniel C. Ustian,
Navistar chairman, president and chief executive officer.

            About Navistar International Corporation

Headquartered in Warrenville, Illinois, Navistar International
Corporation (Other OTC: NAVZ) -- http://www.Navistar.com/-- is a  
holding company whose wholly owned subsidiaries produce
International(R) brand commercial trucks, MaxxForce brand diesel
engines, IC brand school and commercial buses, and
Workhorse brand chassis for motor homes and step vans.  It also is
a private-label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  The company also provides
truck and diesel engine parts and service.  Another wholly owned
subsidiary offers financing services.

                          *     *     *

Navistar International Corporation's long term foreign and local
issuer credit ratings carry Standard and Poor's "BB-" in January
2006.  These ratings hold to this date.


NEW COMMUNITY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The New Community Baptist Church, Inc.
        9005 North Wayside
        Houston, TX 77028
        Tel: (713) 631-8303

Bankruptcy Case No.: 07-35897

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: August 31, 2007

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Jermaine Savoy Thomas, Esq.
                  Barnes and Turner
                  440 Louisiana
                  1880 Lyric Center
                  Houston, TX 77002
                  Tel: (713) 650-3688
                  Fax: (713) 650-0308

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.


NEWCOMM WIRELESS: Court Sets Oct. 5 Confirmation Hearing
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
scheduled a confirmation hearing for Oct. 5, 2007, shortly
after giving its approval on Newcomm Wireless Services
Inc.'s Disclosure Statement explaining its Chapter 11 Plan
of Reorganization, Bill Rochelle of Bloomberg News reports.

The Plan, filed with the Court last month, provides for the
orderly distribution of the proceeds from the sale of its
assets to PRWireless Inc. for $158,636,874.  Newcomm received
proofs of claim totaling $250 million.  

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

                 Treatment of Claims and Interest

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

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

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

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

               Telefonica Settlement Agreement

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

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

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

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

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

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

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

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


NORTHCORE TECH: Generates $1.65 Million from Rights Offering
------------------------------------------------------------
Northcore Technologies Inc. disclosed on Aug. 23, 2007, that it
has successfully closed its rights offering to eligible
shareholders, generating gross proceeds of $1.65 million that will
be earmarked for working capital purposes.

As reported in the Troubled Company Reporter on July 26, 2007,
the company said it will offer eligible shareholders as of the
record date of July 30, 2007, approximately 86.9 million rights to
subscribe for up to approximately 21.7 million additional common
shares in the company.

"I'm delighted with this result," said Duncan Copeland, chief
executive officer of Northcore Technologies.  "All of us at
Northcore thank our shareholders for this tremendous vote of
confidence.  We've got hard work to do to live up to our end of
the bargain, but this infusion of working capital lets us hire
more skilled people to grow our relationships with our customers,
such as GE."

As a result of the rights offering, Northcore will issue
20,628,302 common shares, each priced at $0.08 per share.  The
total represents 95 percent of shares made available through the
rights offering.

                   About Northcore Technologies

Headquartered in Toronto, Canada, Northcore Technologies Inc.
(TSX: NTI.TO) -- http://www.northcore.com/-- provides core asset   
solutions that help organizations source, manage and sell their
capital equipment.  Northcore works with a growing number of
customers and partners in a variety of sectors including oil and
gas, government, and financial services.  Current customers
include GE Commercial Finance, Paramount Resources and Trilogy
Energy Trust.

Northcore owns a 50 percent interest in GE Asset Manager, a joint
business venture with GE.

                          *     *     *

KPMG LLP, in Toronto, Canada, expressed substantial doubt about
Northcore Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

At March 31, 2007, the company's consolidated balance sheet showed
CDN$510,000 in total assets, CDN$3,192,000 in total liabilities,
resulting in a CDN$2,682,000 total stockholders' deficit.


NOVASTAR FINANCIAL: Cancels Shareholder Rights Offering
-------------------------------------------------------
NovaStar Financial Inc. said in a press statement Tuesday that
it does not intend to proceed with its previously announced
offering of rights to purchase $101,175,000 in shares of its
9.00% Series D-2 Mandatory Convertible Preferred Stock.

The Series D-2 Preferred Stock was to be convertible into
shares of NovaStar's common stock at an initial common stock
conversion price of $28.00 per share.

Previously, NovaStar agreed to conduct the rights offering
in connection with its sale of $48.8 million of its 9.00%
Series D-1 Preferred Stock to affiliates of MassMutual Capital
Partners LLC and funds managed by Jefferies Capital Partners IV
LLC.  In connection with that purchase, MassMutual and Jefferies
entered into a standby purchase agreement with NovaStar, in
which MassMutual and Jefferies committed, subject to certain
conditions, to purchase any shares of Series D-2 Preferred Stock
not subscribed for in the rights offering.

                    Reasons for Cancellation

NovaStar canceled plans for the rights offering because there
were certain conditions that management believed the company
would not be able to satisfy in the current environment in
connection with a requirement to file a registration statement
relating to the rights offering with the Securities and
Exchange Commission no later than August 30, 2007.

As disclosed in NovaStar's Form 10-Q for the quarter ended
June 30, 2007, several conditions and events have adversely
impacted the subprime mortgage industry and NovaStar's operations,
liquidity and financial condition during 2007.

Subsequent to the filing of that report additional events have
also occurred which further impacted NovaStar's operations,
liquidity and financial condition.  For example, as previously
disclosed, Moody's Investor Services downgraded NovaStar Mortgage
Inc.'s servicer quality rating and additional concerns have
developed about NovaStar's ability to remain in compliance with
certain covenants contained in its financing agreements.  

Further, on Aug. 20, 2007, motions for a judgment notwithstanding
the verdict and a new trial were denied in the previously
disclosed California case in which NovaStar's subsidiary, NovaStar
Home Mortgage Inc., had a $46.1 million judgment entered against
it.

Further, due to the overall deterioration in the subprime mortgage
industry and the secondary capital markets for subprime mortgage
loans during 2007 NovaStar made the decision to suspend its
wholesale originations and curtail its retail originations to
preserve liquidity.

                       Going Concern Doubt

In view of the impact to the company, Deloitte & Touche LLP,
NovaStar's independent auditors, advised NovaStar in the last week
of August 2007 that it was not willing to issue a consent or
otherwise be associated with the rights offering unless the
company reissued its 2006 financial statements to include footnote
disclosures regarding the matters.

In addition, Deloitte further advised NovaStar that its reissued
report on such financial statements would include an explanatory
paragraph about the uncertainty of NovaStar's ability to continue
as a "going concern".

NovaStar determined that work necessary for the reissuance of
its 2006 financial statements and the reissuance of Deloitte's
audit report would not be completed by August 30, 2007, and
MassMutual and Jefferies indicated that they were not willing
to waive or extend this requirement of the standby purchase
agreement.  As a result and given market conditions and the
current market price of NovaStar's common stock, NovaStar decided
it was in the best interests of shareholders not to spend the
resources to pursue the offering.

                       Restructuring Plan

In light of those developments and in response to the ongoing
turmoil in the subprime mortgage industry, NovaStar said it will
take several steps to restructure the company's overall
operations.

As part of the restructuring, NovaStar will take these actions:

    --  NovaStar's organization will focus primarily on managing   
        the company's portfolio of securitized residential loans,
        which totaled $15.45 billion as of June 30, 2007, and
        mortgage securities.

    --  NovaStar will sharply reduce retail, or direct-to-
        consumer, mortgage activity.  The company is taking steps
        to reduce its retail lending organization from
        approximately 400 employees to about 125 employees.
        The company will close 12 retail origination offices,
        concentrating retail activities in four offices, including
        processing centers in Kansas City, MO, and Columbia, MD.
        Subject to completion of necessary legal notices and
        requirements, implementation will begin immediately
        and conclude during the fourth quarter of 2007.  The
        retail organization will make loans, on a limited basis,
        either as a broker or to sell the loans.  NovaStar expects
        to have approximately 600 employees, overall, after this
        reduction in workforce. The company's servicing
        organization was not affected by the reduction.

    --  As announced on August 17, 2007, NovaStar has suspended
        new lending through the wholesale channel.  The company
        intends to re-evaluate whether to resume its wholesale
        origination business or expand its retail mortgage
        business in the future, depending on market conditions.

    --  NovaStar intends to continue to meet loan commitments
        already outstanding.

    --  The company intends to continue to service loans for more
        than 100,000 homeowners.  NovaStar plans to evaluate
        strategic alternatives for its servicing organization.
        Because new loans will not be originated for the
        portfolio, the company will look at opportunities to
        partner or otherwise maximize the value of its servicing
        group, whose dedicated staff and innovative approaches
        have been a competitive strength.  NovaStar cannot predict
        the outcome of that process at this point.

Scott Hartman, Chairman and Chief Executive Officer, commented:
"With today's actions, we are pulling back to focus on NovaStar's
core strengths and preserve liquidity.  Over the years we have
generated economic value primarily through managing our portfolio
to generate net interest income while mitigating risks and
accessing capital in the secondary market.  In better times for
the industry, operating a sizeable mortgage banking business to
feed loans into the portfolio made strategic sense.  But the
secondary market has deteriorated substantially, so we are
modifying our business model and further reducing costs for this
difficult environment.  Suspending wholesale lending and shrinking
the retail operation are painful decisions, but we believe it is
best, at this point, to concentrate on serving our current
customers and managing our portfolio for the benefit of NovaStar
shareholders."

Lance Anderson, President and Chief Operating Officer, commented:
"We expect significantly lower loan originations in the second
half of 2007, and we intend to proceed cautiously until we see
signs of improvement from this distressed phase of the mortgage
cycle.  The size of NovaStar's portfolio of securitized
residential loans can be expected to decline gradually as older
loans and securities mature and are not replaced with new mortgage
assets.  Our goal is to preserve and maximize the value of the
portfolio through this difficult period for the industry, and we
will continue to evaluate developments closely and consider all
necessary or appropriate changes or strategies."

In connection with the reduction in the retail organization's
workforce, NovaStar expects to incur a pre-tax charge to earnings
relating to severance costs, contract termination costs, and
plant, property and equipment.  Amounts are to be determined.

                         About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) is a specialty finance company that originates,
purchases, securitizes, sells and invests in loans and mortgage-
backed securities.  The company also services a large portfolio
of residential loans.


PATH SARTHI: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Parth Sarthi LLC
        3058 Bridgefield Drive
        Ann Arbor, MI 48108

Bankruptcy Case No.: 07-57262

Chapter 11 Petition Date: August 31, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Thomas J. Budzynski, Esq.
                  43777 Groesbeck
                  Clinton Township, MI 48036
                  Tel: (586) 463-5253

Total Assets:   $850,000

Total Debts:  $1,771,365

Debtor's List of its Largest Unsecured Creditor:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
National Republic Bank of Chicago   Mortgage            $1,771,365
c/o William H. Heritage, Jr.                              Secured:
40 Peral Street, Northwest                                $850,000
Suite 200                                               Unsecured:
Grand Rapids, MI 49503                                    $921,365


PAWTUXET VALLEY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Pawtuxet Valley Prescription & Surgical Center, Inc.
        59 Sandy Bottom Road
        Coventry, RI 02816-5863

Bankruptcy Case No.: 07-11767

Type of business: The Debtor is a multi-faceted, vertically
                  integrated medical care, product, prescription
                  and service provider.  See http://www.pvpsc.com

Chapter 11 Petition Date: September 4, 2007

Court: District of Rhode Island (Providence)

Debtor's Counsel: Andrew S. Richardson, Esq.
                  Boyajian Harrington & Richardson
                  182 Waterman Street
                  Providence, RI 02906
                  Tel: (401) 273-9600

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


PENNSYLVANIA NAT'L: Moody's Holds "Ba1" Rating on Surplus Notes
---------------------------------------------------------------
Moody's affirmed the ratings of Penn National Insurance Group and
has changed the outlook on the ratings to positive from stable.  
Moody's currently rates the group's primary subsidiaries at Baa1
for insurance financial strength and the surplus notes issued by
the lead company, Pennsylvania National Mutual Casualty Insurance
Company, at Ba1.

According to the rating agency, the change in outlook reflects a
steady positive trend in profits and stronger capitalization.  The
group has reported profits in each of the past eight years and,
for the most part, has sidestepped many of the problems that
afflicted the industry during the last soft market (1997-2001).  
As a result, the group has strengthened its capital position over
time and, in our view, is reasonably positioned to navigate the
current soft market.

Moody's ratings on the group reflect its established position in
certain rural and smaller independent agency markets, consistent
operating results, fairly conservative balance sheet, and modest
exposure (historically) to natural and man-made catastrophes.  The
company has intimate knowledge of local markets and has a
reputation for offering agents easy access to management.  These
strengths are partly offset by intense competition in its chosen
markets, significant geographic concentration as 41% of its
premiums come from Pennsylvania, heavy weighting on long-tail
risks which leads to more reserve uncertainty, and the company's
modest scale, which limits its operating and financial
flexibility.

Moody's noted several factors that could lead to an upgrade of the
group's ratings:

   i. continued improvements in product diversification,
specifically profitable
      growth in personal lines insurance to more than 30-35% of
overall premiums;

  ii. sustained ROEs in high single digits; and

iii. sustained debt leverage below 25% (debt-to-total capital).

Conversely, a significant deterioration in EBIT interest coverage
(below 5 times), a material loss of business to competitors, or
debt leverage above 30% would likely result in a return to a
stable outlook at the current ratings.

The last rating action on Penn National Insurance Group took place
on April 23, 2004 when Moody's assigned its Ba1 rating to the $50
million surplus notes issued by Penn National Mutual.

These ratings have been affirmed with a positive outlook:

Pennsylvania National Mutual Casualty Insurance Company

-- $50 million, 9.5% surplus notes due 2034 at Ba1

Pennsylvania National Mutual Casualty Insurance Company

-- insurance financial strength at Baa1; and

Penn National Security Insurance Company

-- insurance financial strength at Baa1

Penn National Insurance, based in Harrisburg, Pennsylvania, is a
mutual property and casualty insurance group that underwrites
insurance for small businesses and individuals through independent
agents.  It operates in nine states located in the Mid-Atlantic
and Southeast regions of the United States with 41% of premiums
coming from Pennsylvania.  Its business mix consists of commercial
lines insurance (primarily commercial auto, workers' compensation
and other liability for "main street" businesses) which account
for about 72% of direct premiums written, and personal lines
insurance (primarily automobile and homeowners) which account for
the remaining 28% of direct premiums written.


PITTSBURGH IRISH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Pittsburgh Irish Pubs, L.L.C.
        660 Washington Road
        Pittsburgh, PA 15228

Bankruptcy Case No.: 07-25554

Chapter 11 Petition Date: September 4, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: John M. Steiner, Esq.
                  Leech, Tishman, Fuscaldo & Lampl, L.L.C.
                  Citizens Bank Building, 30th Floor
                  525 William Penn Place
                  Pittsburgh, PA 15219
                  Tel: (412) 261-1600

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


PLANET TECH: Inks Pact to Buy Antigen Labs' $10 Million Equity
--------------------------------------------------------------
Planet Technologies Inc. and Antigen Laboratories Inc. have
entered into a definitive agreement under which Planet will
acquire Antigen.  Under the agreement, Planet will acquire all of
the outstanding equity of Antigen for $10 million, plus the
payment of certain liabilities, contingent upon Planet procuring
the required financing to complete the transaction.
    
"The acquisition of Antigen's allergenic extract immunotherapy
business complements our existing allergen avoidance business. The
Antigen transaction continues to deliver on our strategy to
acquire and build specialty allergy businesses, focused on
marketing to allergy-related physicians in the United States", Ed
Steube, chief executive officer and president of Planet, said.
    
Planet's current, wholly owned operating subsidiary, Allergy
Control Products Inc., is a supplier of physician-recommended
allergen avoidance products to control indoor allergens.  ACP
markets its proprietary products, along with those of other
suppliers, through physician office brochures, customer catalogs
and its web site.  ACP receives patient referrals from 4,000
physicians in the United States annually.
    
Antigen will operate as a wholly owned subsidiary of Planet.
Physicians use Antigen's allergenic extracts for immunotherapy,
which were administered to patients in controlled doses by
subcutaneous injections.  

Antigen provides allergenic extracts to over 1,500 physicians in
the United States annually.
    
"We are excited to work with the Planet team to develop
substantial growth opportunities for immunotherapy in the U.S.",
Tom Willoughby, president at Antigen, said.  "Mr. Willoughby will
continue as president of Antigen, well as become vice-chairman of
Planet's board of directors.
    
Planet believes that the base businesses of both ACP and Antigen
will benefit from cross merchandising between each company's
physician relationships.  As such, the acquisition of Antigen is
part of Planet's overall goal to build a specialty pharmaceutical
company focused on asthma and allergy, implementing consolidation
and cross merchandising activities
within the allergy market.
    
Importantly, upon completion of the acquisition, the company
intends to commence a sublingual immunotherapy ("SLIT") clinical
development program.

SLIT is the administration of immunotherapy through drops of
allergenic extract being placed under the tongue, versus the
traditional SCIT route of administration.  It is an attractive
treatment alternative for young children, those at increased risk
for SCIT, and those who cannot go to a physician's office once a
week for an injection.
    
In European countries where SLIT has received regulatory approval,
it has been reported that the availability of both SCIT and SLIT
has expanded the number of patients seeking immunotherapy.  The
company believes that an FDA-approved SLIT product also will
expand the U.S. market, as allergy-related physicians will have
the enhanced option of offering either SCIT or SLIT based
immunotherapy for their patients.
    
There are six competitors in the allergenic extract immunotherapy
market within the U.S,
    
In addition to the $10 million acquisition price, Planet estimates
it will need $10 million for transaction-related professional
fees, payoff of debts, purchase of a building and funding of
clinical trials, well as other expenses related to the regulatory
approval process.

                 About  Antigen Laboratories Inc.

Headquartered in Liberty, Missouri, Antigen Laboratories Inc. --
http://www.antigenlab.com/-- is a privately-held FDA licensed  
manufacturer of allergenic extracts for immunotherapy.  The
company manufactures a full line of stock extracts, prepares
custom prescription treatment sets and carries a full line of
ancillary supplies needed for the practice of allergy.

                 About Planet Technologies Inc.

Based in Ridgefield, Connecticut, Planet Technologies Inc.
(PLNT.OB) (Nasdaq: PLNT) -- http://www.planettechinc.com/-- fka  
Planet Polymer Technologies Inc., is engaged in the business of
designing, manufacturing, selling and distributing common products
for use by allergy sensitive persons, including, without
limitation, air filters, bedding, room air cleaners, and related
allergen avoidance products.  The business strategy is based upon
promotion of products directly to the consumer by telemarketing to
the company's database of customers who have purchased the Allergy
Free Electrostatic Filter.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on March 28, 2007,
J.H. Cohn LLP, in Jericho, New York, expressed substantial doubt
about Planet Technologies Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring net losses resulting in an accumulated
deficit of $6,413,133 as of Dec. 31, 2006, and working capital
deficiency of $865,720 as of Dec. 31, 2006.


PROGRESSIVE LAND: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Progressive Land Developers Group, Inc.
        5600 Northwest 7th Avenue
        Miami, FL 33127

Bankruptcy Case No.: 07-17223

Type of Business: The Debtor develops real estate property.

Chapter 11 Petition Date: September 4, 2007

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Kevin C. Gleason, Esq.
                  4121 North 31 Avenue
                  Hollywood, FL 33021
                  Tel: (954) 893-7670

Total Assets: Unknown

Total Debts:  $1,384,000

Debtor's List of its Largest Unsecured Creditor:

   Entity                               Claim Amount
   ------                               ------------
Bank of America                              $24,000
P.O. Box 2463
Spokane, WA 99210-2463


QUALITY HOME: Sells 100% Stake to Entrepreneur Michael Klein
------------------------------------------------------------
Quality Home Loans has agreed to be acquired by hedge fund manager
and entrepreneur, Michael Klein.  Specific terms of the deal were
not disclosed.

"This transaction will greatly expedite Quality's emergence from
bankruptcy and will provide the company with a strong balance
sheet, empowering it to capitalize on its position as the market
leader in the hard money residential mortgage industry," Mr. Klein
said.

Quality filed for bankruptcy protection on Aug. 21, 2007.  Closing
of the transaction is subject to bankruptcy court approval.

"I am pleased to have Michael behind this company," John Gaiser,
the company's former CEO, said.  "In addition to providing Quality
with growth equity, Michael brings significant business experience
and financial acumen to the table."  Mr. Gaiser will remain with
the company as a consultant.

"The opportunity for this company has never been greater," Mr.
Klein said.  "The volume of loan applications at Quality is going
through the roof as homeowners with significant equity and poor
credit have fewer viable lenders to choose from in the current
environment.  This is a great time to be the 800-pound gorilla in
the hard money space."

Alim Kassam has been appointed the company's new President and
CEO.  Mr. Kassam previously served as an Investment Banker at
Lehman Brothers, an Investment Analyst at CapitalSource, and has
spent the past three years working with Klein as a Senior Credit
Analyst at Pacificor, LLC.

"I embrace the challenge that lies before me and am extremely
excited about the opportunity that Quality has to aggregate market
share at a time when the entire industry is redefining itself,"
Mr. Kassam said about his new role at Quality.

Headquartered in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money  
lender.  The company and its debtor-affiliates filed for Chapter
11 protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 to 07-13006).  Mike D. Neue, Esq., at Irell & Manella,
L.L.P., represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts between $1 million and $100 million.


ROWE COS: U.S. Trustee Says Disclosure Statement is Inadequate
--------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, asks the
U.S. Bankruptcy Court for the Eastern District of Virginia to deny
approval of the Disclosure Statement explaining The Rowe Cos. And
its debtor-affiliates' Chapter 11 Plan of Reorganization.

The Trustee relates the Debtor provides no support for its belief
"that holders of all Claims will enjoy recoveries at least equal
to what would be available for their respective Claims in a
Chapter 7 liquidation.  According to the Trustee, the Debtor
further asserts that no assets would be available for distribution
to creditors in a Chapter 7 liquidation but implies however that
there would be a distribution in Chapter 11.

The Trustee is perplexed on why this situation occurs.  The
Disclosure Statement, he argues, should serve as a guide to
perplexed creditors and other parties in interest in explaining
this unusual situation.

The Trustee also says that creditors shouldn't be made to play a
guessing game on what assets a debtor-in-possession has or may
have available to pay their claims.  Further, the Debtor's
"remaining assets," as well as cash, are not valued.  The Trustee
discloses that in its May 2007 Monthly Operating Report, the
Debtor reported it didn't have any cash.  A fact that should be
disclosed in the Disclosure Statement.

The Trustee also contends that the Debtor split claims into two
classes, Priority and General Unsecured.  The Debtor however
didn't identify claims in either class.  The Trustee asserts that
claims to be paid and not paid should also be listed in the
Disclosure Statement.

The Trustee further argues that the Debtor has not paid fees due
the U.S. Trustee for the first and second quarters of 2007.  The
Debtor also hasn't filed the required monthly operating reports
for the months of June and July 2007.

In light of these reasons, the Trustee asks the Court not to
approve the Disclosure Statement.

                          About Rowe

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered   
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--    
and Storehouse, Inc. -- http://www.storehousefurniture.com/      

The company and its two affiliates filed for chapter 11 protection
on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144).  
Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason
Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison,
Esq., at Wiley Rein LLP, represent the Debtors.  Douglas M. Foley,
Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq.,
at McGuireWoods LLP, represent the Official Committee of Unsecured
Creditors of Rowe Furniture.

In schedules submitted with the Court, The Rowe Companies listed
total assets of $42,939,780 and total debts of $34,948,206; Rowe
Furniture listed total assets of $66,431,812 and total debts of
$46,486,046; and Storehouse, Inc. listed total assets of
$33,090,987 and total debts of $109,777,822.


SELECT CAR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Select Car Rental, Inc.
        155 Seaport Boulevard
        Boston, MA 02110

Bankruptcy Case No.: 07-15554

Type of business: The Debtor is a car rental company.  See
                  http://www.selectcarrental.com/

Chapter 11 Petition Date: September 3, 2007

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: John F. Sommerstein, Esq.
                  98 North Washington Street, Suite 104
                  Boston, MA 02114
                  Tel: (617) 523-7474

Financial condition as of August 28, 2007:

Total Assets: $5,000,000

Total Debts:  $6,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Walser                                                 $5,127,237
820 5th Street
Hopkins, MN 55343

Town of Winthrop               Excise taxes              $215,000
One Metcalf Square
Room 2
Winthrop, MA 02152

Brian Devincent                                           $90,000
58 Andrews Road
Wakefield, MA 01880

Bank of America                                           $73,464

Chambers Motor Cars                                       $54,000

Chase Auto-1705                                           $52,241

Sovereign Bank                                            $48,000

Chase Auto-4406                                           $43,231

Century Bank                                              $40,513

G.M.A.C.                                                  $36,070

American Express                                          $16,540

Verizon Yellow Pages                                      $14,956

Idearc Media                                               $8,840

O'Connor & Drew                                            $8,750

Shell Fleet Plus                                           $7,666

Auto Miles Services                                        $6,645

Department of Revenue          convention center           $6,632
Bankruptcy Unit                fees

Savit & Associates                                         $5,748

Vineyard Enterprises                                       $3,718

Color Express                                              $2,843


SHEARSON FINANCIAL: Earns $176,753 in Quarter Ended June 30
-----------------------------------------------------------
Shearson Financial Network Inc. reported net income of $176,753 in
the three months ended June 30, 2007, a decrease from the net
income of $4.9 million reported in the same period last year,
mainly because the second quarter of 2006 was favorably impacted
by a $5.15 million forgiveness of debt.

The company reported operating income of $322.3 million in the
three months ended June 30, 2007, a reversal of the $195,376
operating loss reported in the same period last year, mainly due
to higher revenues, lower cost of sales, and lower total expenses.

Revenues rose 10% to $1.7 million from $1.5 million.  Total
operating expenses decreased $116,755 or 9.2% to $1.2 million from
$1.3 million for the quarter ended June 30, 2006.

"We are pleased with our operating results for the quarter and for
the six months ending June 30, 2007.  Our company has made
difficult decisions and our team has pulled together during this
difficult time in our industry when so many of our friends are no
longer here" stated Michael Barron, chairman & chief executive
officer.  "It's been a tough time for mortgage companies, perhaps
the worst of all time, but we feel we have done the things
necessary to remain a profitable enterprise.  Our strategy is to
continue the things that got us here and focus on the fundamentals
of our business – good sound low risk mortgage origination."

At June 30, 2007, the company's consolidated financial statements
showed $28.9 million in total assets, $22.0 million in total
liabilities, $216,036 in minority shareholder interest, and
$6.7 million in stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $20.0 million in total current
assets available to pay $21.0 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?230a

                       Going Concern Doubt

Pollard-Kelley Auditing Services Inc. in Fairlawn, Ohio, expressed
substantial doubt about Shearson Financial Network Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements as of the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
not generated significant profits to date and in addition,
management believes that it will need additional equity or debt
financing to be able to sustain profitability.  

Although the company has shown a profit for the year ended
Dec. 31, 2006, of $2.8 million and has posted a profit for the
current quarter, the company has suffered recurring losses from
operations and has an accumulated deficit of $26.7 million as of
June 30, 2007.

                     About Shearson Financial

Based in Henderson, Nevada, Shearson Financial Network Inc. (OTC
BB: SFNN.OB) -- http://www.shearsonfinancialnetwork.com/-- is the  
parent to Shearson Home Loans.  Shearson Home Loans is a direct-
to-consumer mortgage broker and banker with revenues derived
primarily from origination commissions and resale of whole loans
earned on the closing of first and second mortgages on single-
family residences.  SHL currently employs over 500 people which
are residential mortgage professionals and is licensed in over 40
states.


SOLO CUP: Fitch Affirms Junk Rating on Senior Subordinated Notes
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Solo Cup Company as:

  -- Issuer default rating 'B-';
  -- Senior secured first lien term loan 'B+/RR2';
  -- Senior secured revolving credit facility 'B+/RR2';
  -- Senior subordinated notes 'CCC/RR6'.

In addition, Fitch withdraws this rating:

  -- Senior secured second lien credit facility.

The Rating Outlook is Negative.  Approximately $1 billion of debt
is covered by the ratings.  The company's Canadian bank debt is
excluded from the ratings.

The ratings reflect concerns about the company's weak cash flows,
high leverage, margin pressure due to intense competition and
higher resin and energy prices, low unit volume growth, a lengthy
and difficult integration process associated with the Sweetheart
acquisition, and a few remaining material weaknesses in internal
accounting controls.  The ratings also recognize Solo's leading
market share across its product categories, strong brand
recognition, diversified raw materials mix, diverse, stable
customer base, and modest near-term debt maturities.

The Negative Outlook is based on constrained operating cash flow
generation and the need to execute asset sales to meaningfully
reduce leverage.  Although the company showed material improvement
in 2Q07 on several levels, risks to the credit profile remain.  
Solo's operating environment remains challenging, and there is
execution risk with regards to any additional asset sales which
might be contemplated.  Solo must also meet covenant ratio
requirements which continue to tighten for the remainder of the
year.

Despite these concerns, in the first half of 2007 the company has
made substantive strides in improving operations, filling key
management vacancies with experienced industry leaders, addressing
and resolving some key integration issues, reducing funded debt
and improving the liquidity profile.  Solo's operating results in
the second quarter were encouraging.  The company's new technology
system has been implemented which has improved order management
and reduced redundancies stemming from the Sweetheart merger.  
This and other manufacturing initiatives are starting to lead to
improved profitability and positive cash flow.

If the company is able to demonstrate stabilized performance
during the remainder of the year, and if additional meaningful
asset sales are completed, Fitch will likely review the outlook
and recovery ratings on the capital structure for a possible
upgrade.

In connection with December 2006 financing arrangements, the
credit facility covenants were modified to allow for the sale of
up to 20% of consolidated assets in 2007, with proceeds used to
pay down debt.  After a recent sale-leaseback transaction, Solo
eliminated $130 million of second-lien term loan, precipitating
the withdrawal of the ratings for this tranche. The transaction
was executed on six manufacturing facilities and annual rent on
the now leased properties is about $11.7 million.  Solo continues
to consider other asset sales and has announced the sale of a
118 acre parcel in Chicago with expected proceeds of $15 million.

Fitch calculates LTM July 1, 2007 total leverage ratio of 7.5
times, and senior leverage ratio of 5.0x using operating EBITDA of
$133.7 million.  Interest coverage for the same period was 1.3x.  
The company must meet a total leverage ratio requirement of 8.75x
by Sept. 30, 2007, and senior leverage ratio of 5x by the same
date.  Leverage and interest coverage ratios calculated for bank
covenant compliance make certain adjustments for rents, interest
expense and other items related to asset sales on a pro-forma LTM
basis and are not equivalent to Fitch's calculations.  The company
should be able to meet upcoming ratio requirements, but Fitch
believes compliance could be by a narrow margin and the company
may need to seek a waiver from senior lenders if operating results
do not improve as expected.

As of July 1, 2007 the company had about $92 million of
availability under the U.S. and Canadian revolvers and cash of
$24.4 million for total liquidity of roughly $116 million. Near
term debt maturities are not significant with $6.5 million due in
both 2007 and 2008.  Solo plans capital expenditures of $40 to
$50 million for 2007 and pension contributions of $12 million.  
The amended credit agreement of December 22, 2006, stipulates that
all management fees to Vestar will be suspended in 2007, unless
the consolidated leverage ratio is equal to or less than 4.5x.


ST. JOHN'S: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: St. John's at Kent, LLC
        455 Crook Horn Road
        Southbury, CT 06488

Bankruptcy Case No.: 07-04758

Chapter 11 Petition Date: September 1, 2007

Court: District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Randy A. Skinner, Esq.
                  Skinner and Associates Law Firm, LLC
                  P.O. Box 1843
                  Greenville, SC 29602
                  Tel: (864) 232-2007
                  Fax: (864) 232-8496

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                    Nature of Claim          Claim Amount
   ------                    ---------------          ------------
Entasis Design PLLC          Architectural Services       $180,000
110 West A Street
Kannapolis, NC 28081

Greenwood County             2006 Property Taxes            $3,978
Treasurer's Office
528 Monument Street
Greenwood, SC 29646


SWEET TRADITIONS: KK Franchisee Files for Chapter 11 in Illinois
----------------------------------------------------------------
Sweet Traditions LLC, a Krispy Kreme Doughnuts Inc. franchise
operator in Illinois, filed for Chapter 11 bankruptcy protection
on Sept. 4, 2007, with the U.S. Bankruptcy Court for the Eastern
District of Missouri in St. Louis, various papers say.

According to the sources, the company plans to shut down half of
its underperforming shops in Chicago, slashing 110 to 140 jobs.

However, Laura Schlegel, president of Sweet Traditions, declared
that the company will conduct business as usual and retain the
franchise for Krispy Kreme in eastern Missouri, Illinois and
northwest Indiana.

Ms. Schlegel points out that the bankruptcy petition would allow
them to reject unwanted leases, expecting to emerge from
bankruptcy within 120 days, several papers report.

Sweet Traditions will use a $700,000 debtor-in-possession
financing from majority owner Allied Capital Corp. to supplement
its cash flow and fund continuing operations during the
reorganization, Jeremiah McWilliams of St. Louis Post-Dispatch
News reports.

Headquartered in Saint Louis, Missouri, Sweet Traditions, LLC –
http://www.sweettraditions.com/-- is a franchisee of Krispy Kreme  
Doughnuts, Inc., which owns, operates, and franchises specialty
retail stores offering doughnuts.


SWEET TRADITIONS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sweet Traditions, L.L.C.
        11780 Manchester Road, Suite 217
        Saint Louis, MO 63131
        Tel: (314) 835-1133

Bankruptcy Case No.: 07-45787

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sweet Traditions of Illinois, L.L.C.               07-45789

Type of business: The Debtors are franchisees of Krispy Kreme
                  Doughnuts, Inc, which owns, operates and
                  franchises specialty retail stores offering
                  doughnuts.  See http://www.sweettraditions.com/

Chapter 11 Petition Date: September 4, 2007

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: David A. Warfield, Esq.
                  Blackwell Sanders, L.L.P.
                  720 Olive Street, Suite 2400
                  St. Louis, MO 63101
                  Tel: (314) 345-6451
                  Fax: (314) 345-6060

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Sweet Traditions, L.L.C.       $1 Million to         $1 Million to
                                $100 Million          $100 Million

Sweet Traditions of Illinois   $1 Million to         $1 Million to
                                $100 Million          $100 Million

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Krispy Kreme Doughnut Corp.                            $2,500,000
P.O. Box 83
Winston Salem, NC 27102

The Riderwood Group, Inc.      Law suit                $2,355,000
1107 Kenilworth Drive
Towson, MD 21204
410-825-5445

G.E. Capital Franchise                                 $1,100,000
Finance Corp
8377 East Hartford Drive,
Suite 200
Scottsdale, AZ 85255

Total Logistic Control,                                $1,050,000
L.L.C.
Box 78760
Milwaukee, WI 53278-0760
Tel: (616) 772-9009

Wilton Partners Tollway,       Law suit                $1,099,000
L.L.C.
11111 Santa Monica Boulevard,
Suite 500
Attention: Scott D. Mayer
Los Angeles, CA 90025

Oakridge Development Co.       Algonquin Lease           $700,000
2200 North Huntington Drive
Algonquin, IL 60102

Ryder                                                    $480,000
P.O. Box 96723
Chicago, IL 60693

Illinois Dept of Revenue                                 $160,549
Sales Tax Audits

Oak Creek Plaza                Mundeline Cam             $130,509

John Klemm                                               $112,344
c/o Shostak & Shostak,
L.L.C.

175 Jackson L.L.C.             Remaining                 $100,000
                               settlement funds

Guilfoil, Petzall & Shoemake   Legal services             $94,768

Dupage County Collector                                   $91,886

Oracle                         Software provider          $88,999
                               and hosting

Will County Treasurer                                     $54,588

C.O.M.E.D.                     Utilities                  $42,744

Kane County Treasurer                                     $39,881

Lake County Collector                                     $37,471

McLean County Collector                                   $35,931
Government Center

Illinois Department of                                    $34,586
Revenue


THOMAS HAMMONS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thomas Cyril Hammons
        Patricia Anne Hammons
        5587 Boomer Road
        Cincinnati, OH 45247

Bankruptcy Case No.: 07-14182

Chapter 11 Petition Date: August 31, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: J. Vincent Aug Jr.

Debtor's Counsel: Monica V. Kindt, Esq.
                  Cohen, Todd, Kite & Standford, L.L.C.
                  250 East Fifth Street, Suite 1200
                  Cincinnati, OH 45202-4157
                  Tel: (513) 421-4020

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Peoples Community Bank         guarantor for           $7,700,000
6100 West Chester Road         Hamlet (in Chapter 11)
P.O. Box 1130
West Chester, OH 45071

                               guarantor for T.T.C.    $2,100,000
                               Chatman

                               line of credit            $352,000
                               (judgment
                               certified)

Capital Crossings              guarantor for Dina,     $7,465,000
aka Lehman Brothers            Catalpa, Clifton,
                               House, 24 Whitney,
                               Burnett

Union Savings Bank             guarantor for A.T.A.H.    $900,000
8534 East Kemper Road
Cincinnati, OH 45249

                               Port Charlotte, Florida;  $490,000
                               value of security:
                               $450,000

Advantage Bank                 guarantor for           $1,190,000
814 Wheeling Avenue            Grand Mark
Cambridge, OH 43725

First Financial                guarantor for           $1,000,000
300 High Street                Oxford Enterprise
Hamilton, OH 45011

Wesbanco                       2800, 2810, 2918          $750,000
5511 Cheviot                   West McMicken
Cincinnati, OH 45247           value of security:
                               $430,000

Eagle Savings Bank             guarantor for H.&K.       $505,000
3650 Warsaw Avenue             Olde Towne
Cincinnati, OH 45205-1792

Equity Bank                    guarantor for 810         $265,000
PO Box 730                     Oak
Andover, KS 67002

Anthony Sansolone              guarantor for             $250,000
1008 Marshall Avenue           Clifton house
Cincinnati, OH 45225

Internal Revenue Service       income taxes              $200,000

Robert Siller                  guarantor for 24          $150,000
                               Whitney Drive

Tony Schragger                 loan                      $150,000

Miami Savings                  guarantor for A.T.A.H.    $100,000

Connie Wilson                  guarantor for              $90,000
                               Catalpa

Mike & Janye O'Mera            Guarantor for 24           $50,000
                               Whitney Drive

J.P. Morgan Chase              goods                      $12,000


Property Enhancers             service                     $8,000


THOMPSON & WALTERS: Plan Confirmation Hearing Set on September 27
-----------------------------------------------------------------
The Honorable Elizabeth L. Perris of the U.S. Bankruptcy Court for
the District of Oregon will convene a hearing on Sept. 27, 2007,
at 9:30 a.m., to consider confirmation of Thompson & Walters
Nursery LLC's Second Joint Amended Chapter 11 Plan of Liquidation.

Any objections to confirmation of the Plan must be filed before
Sept. 20, 2007.

As reported in the Troubled Company Reporter on Aug. 15, 2007,
the Debtor said that it is a party to certain loan agreements
with Union Bank, which the Debtor borrowed $10 million in
principal amount, secured by all of the Debtor's assets.  The
Debtor paid $5,500,000 to the bank on account of its secured
claim on Dec. 21, 2006.  As of April 30, 2007, the bank asserts
a $3,408,165 remaining amount owed by the Debtor.

The Debtor has settled and paid several Statutory Lien Secured
Claims totaling $524,425.

The Debtor stated that it has preference and other avoidance claim
that would bring additional funds for distribution to creditors.  
Currently, the Debtor is investigating for possible fraudulent
transfer actions against former owners of the Debtor.

As of July 1, 2007, the Debtor has $3,155,768 in cash.

                      Treatment of Claims

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

On the effective date, Priority, Booker Tans Brokerage LLC
Secured and Statutory Lien Secured Claims will be entitled to
receive cash in an amount sufficient to render the claim.

The Debtor tells the Court that the remaining Statutory Lien
claims approximately $424,779 were improperly filed and, hence,
do not have priority over Union Bank's secured claim.  The bank
commenced an adversary proceeding against the Statuory Lien
holders, which is pending before the Court at present.

The Debtor disclosed that Booker has not filed any unsecured
claim as of the filing of the Disclosure Statement.  

Union Bank's secured claim will also be paid in full.  
Nothwithstanding the foregoing, the disbursing agent with the
Debtor's Official Committee of Unsecured Creditors' consent
will make partial distribution to the bank.

Holders of General Unsecured Claims, totaling $16,339,393 in
aggregate, will receive a pro rata share.  In the Debtor's
Plan, it states that the Unsecured Claims may not receive
any distribution.

All Interests Claims against the Debtor will not entitled to
receive any distributions under the Plan.

Headquartered in Cornelius, Oregon, Thompson & Walters Nursery
LLC wholesales and retails nursery stock.  The Company filed
for chapter 11 protection on Oct. 5, 2006 (Bankr. D. Or. Case
No. 06-33096).  Jeanette L. Thomas, Esq., at Perkins Cole LLP
represents the Debtor.  Jeffrey C. Misley, Esq. at Sussman
Shank LLP represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets of 24,538,461 and debts of
$27,187,244.


TSG INC: Court OKs $5.8 Mil. DIP Financing from Valliance Bank
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Oklahoma
gave TSG Inc. and its debtor-affiliates permission to use post-
petition financing from Valliance Bank with an aggregate amount of
$5.8 million.

The Debtors tell the Court that the proceeds from the DIP facility
will be used to pay off debt obligations to the Debtors' secured
lenders, Bridge Healthcare Finance LLC and Bridge Opportunity
Finance LLC, in connection with the proposed sale of substantially
all of the Debtors' assets to Rural Hospital Acquisition LLC.  

The Debtors also say that the DIP facility will provide working
capital for continuing its operations before the closing of the
sale to Rural Hospital.

The Debtors relate that they do not have sufficient funds to
continue operating their remaining rural hospitals, hence the need
for the post-petition financing.  Without the post-petition
financing, they will be forced to forfeit the proposed sale of
their remaining assets as a going concern.  The absence of post-
petition financing, the Debtors conclude, will have material
adverse effect on the estate.

Valliance also has a pre-petition secured equipment loan to TSG
Equipment LLC and holds a security interest in certain equipment
owned by TSG Equipment LLC.  That pre-petition debt is not
affected by the proposed DIP financing.

                          About TSG Inc.

Based in Oklahamo, TSG Inc. -- http://www.tsgincorporated.com/--  
is a private health care company operating under the name, The
Schuster Group.  Its rural  hospitals are located in Tishomingo,
Stroud, Anadarko, and Seminole, Oklahoma.  The majority
shareholder of TSG is Michael R. Schuster who is a 78.98%
shareholder, chief executive officer and the only board member of
TSG.  The remaining shares of TSG are owned by various other
minority shareholders.

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 Debtors.  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.


TSG INC: Court Further Extends Use of Cash Collateral
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Oklahoma
authorized TSG Inc. and its debtor-affiliates' continued use of
Valliance Bank's cash collateral until Aug. 30, 2007, or at a
later time as the Debtors, Bridge Healthcare Finance LLC, Bridge
Opportunity Finance LLC and Valliance will agree.

The Debtors tell the Court that they need immediate funds to
continue their operations, pay their employees, and preserve
assets for the benefit of creditors of the estate.

                Former Cash Collateral Extensions

The Debtors' authority to use cash collateral under an amended
final DIP financing order expired on May 7, 2007, and a subsequent
order was given extending the Debtors' authority to use cash
collateral to July 1, 2007.  On July 2, 2007, a second extension
was granted extending the use of cash collateral through July 31,
2007.

On July 31, 2007, Debtors asked for extension of cash collateral
usage, and that same date, the Court granted a third extension on
Debtors' cash collateral motion, as well as the Debtor's
injunction and Bridge's Chapter 11 trustee motions.  The Debtors'
authority to use cash collateral under the Court's third extension
order ended Aug. 15, 2007.

                         About TSG Inc.

Based in Oklahamo, TSG Inc. -- http://www.tsgincorporated.com/--  
is a private health care company operating under the name, The
Schuster Group.  Its rural hospitals are located in Tishomingo,
Stroud, Anadarko, and Seminole, Oklahoma.  The majority
shareholder of TSG is Michael R. Schuster who is a 78.98%
shareholder, chief executive officer and the only board member of
TSG.  The remaining shares of TSG are owned by various other
minority shareholders.

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 Debtors.  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.


TSG INC: $5.7 Mil. Rural Hospital Asset Sale Deal Gets Court Okay
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Oklahoma
gave TSG Inc. and its debtor-affiliates authority to sell
substantially all of their remaining assets to Rural Hospital
Acquisition LLC pursuant to the terms of an asset purchase
agreement between the parties.

Rural Hospital will pay the Debtors $5.7 million in cash or cash
equivalent.  In return, the Debtors will perform all of their
duties under the purchase agreement, including executing and
delivering all of the required documents to be signed by Rural
Hospital.

The Debtors relate that the sale is in the best  interest of the
Debtors, their estates, creditors, and all parties in interest and
that Rural Hospital is a good purchaser.

The Debtors and Rural Hospital have informed the Court that the
principal of Rural Hospital, Mrs. Carol Schuster, is the wife of
Michael R. Schuster, an officer, director and principal of TSG,
Inc., and insider of the Debtors in general.  However, the Debtors
and Rural Hospital further said, the sale negotiation did not
involve Michael R. Schuster acting on behalf of the Debtors.

The Court has also authorized the Debtors to obtain debtor-in-
possession financing of about $5.8 million from Valliance Bank.  
The approval of the sale of the Debtors' assets to Rural Hospital
is a condition precedent to Valliance's agreement to provide the
DIP financing requested by the Debtors.

                     Background to the Sale

On March 13, 2007, the Debtors asked permission to sell
substantially all of their assets and on the next day, filed their
application for expedited treatment of certain relief requested in
Debtors' sale motion upon consent of Bridge, the Committee, and
the U.S. Trustee.

On March 15, 2007, the Court approved bid procedures and setting a
hearing on the sale motion for April 10, 2007, pursuant to the
motion for expedited sale relief.

On April 10, 2007, a hearing on the sale motion was conducted, and
was continued until April 25, 2007.

On April 17, 2007, the Debtors asked extension to file additional
bid procedures documents upon consent of concerned parties, and on
April 19, 2007, the Court granted this motion.

On April 20, 2007, the Debtors filed their supplement to bid
procedures and notice of stalking horse bid.

On May 2, 2007, an auction was conducted and Acadiana Healthcare
Inc. became the prevailing bidder for the purchase of
substantially all of Debtors' assets.  Rural Hospital, on the
other hand, was second highest bidder at the auction.  In
connection with its prevailing bid, Acadiana posted a non-
refundable deposit of $600,000 and executed an asset purchase
agreement, which was subsequently amended.

However, on June 14, 2007, Acadiana defaulted under the terms of
the amended asset purchase agreement and forfeited its deposit.  
Hence, Debtors filed their notice of default the following day.   
Since Acadiana's default, Debtors have diligently sought alternate
purchasers for substantially all of Debtors' assets.

                         About TSG Inc.

Based in Oklahoma, TSG Inc. -- http://www.tsgincorporated.com/--  
is a private health care company operating under the name, The
Schuster Group.  Its rural hospitals are located in Tishomingo,
Stroud, Anadarko, and Seminole, Oklahoma.  The majority
shareholder of TSG is Michael R. Schuster who is a 78.98%
shareholder, chief executive officerand the only board member of
TSG.  The remaining shares of TSG are owned by various other
minority shareholders.

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 Debtors.  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.


VISTEON CORP: Completes Sale of Powertrain Business in India
------------------------------------------------------------
Visteon Corporation has completed the sale of Visteon Powertrain
Control Systems India in Chennai to Adyar River Ltd.  This
transaction is another restructuring action the company has
achieved to improve its business.

The agreement covers the VPCSI operation in Chennai which
manufactures starters and alternators for global car makers.  The
transaction supports the company's strategy to invest proceeds
from the sale of non-core assets in its market-leading businesses.  
Employees in the operation will continue to be employed as part of
the transaction.  Terms of the agreement were not disclosed.

"This is another accomplishment in the process of restructuring
our business to focus on our key products and core technologies,"
Donald J. Stebbins, Visteon president and chief operating officer,
said.  "With this sale, our restructuring program is now more than
50 percent complete, and this gives us even more flexibility to
improve and grow our business."

For more than seven years, Visteon, a supplier of automotive
climate control systems, interiors and electronics, has had a
significant presence in India where it continues to expand and
grow.  Today, the Visteon India footprint includes four
manufacturing plants and two technical centers, employing more
than 2,000 people.  India is an important part of Visteon's
expansion in Asia, the fastest growing automotive market in the
world.  Visteon has 55 facilities and 38 manufacturing plants in
Asia, which the company expects to become its largest region by
2009, generating nearly 50% of its revenue.

Adyar River Limited is a joint venture between Argyle Street
Management Limited and Leticia Investments Corp.  Founded in 2002,
the principal business of Argyle Street Management Limited is
management of funds investing in special situations in Asia.  
Argyle manages approximately $800 million of assets including
equity and debt instruments as well as real estate investments
under ASM, Asia Recovery Fund, ASM Hudson River Fund, certain
property fund and discretionary accounts.

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

                          *     *     *

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


WAMU MORTGAGE: Moody's Junks Rating on Class I-B-5 Certificate
--------------------------------------------------------------
Moody's Investors Service upgraded three tranches from WaMu
Mortgage Pass-Through Certificates Series 2004-RP1 while
downgrading two tranches from the same transaction.  The
underlying collateral in this transaction consists of FHA insured
and VA guaranteed reperforming loans.

The group two loans backing those tranches being upgraded have
experienced low cumulative losses to date.  The downgrades are
based on the fact that the group one collateral has experienced
higher than anticipated losses to date.  The effect of such losses
has been that unrated subordinate tranches have experienced
writedowns which have reduced the credit enhancement available to
rated tranches which rely on subordination for protection.  Given
this reduction in enhancement, the protection currently available
to the bonds in question relative to projected losses has proven
to be insufficient to maintain current ratings.

Complete rating actions are:

Issuer: WaMu Mortgage Pass-Through Certificates Series 2004-RP1

-- Class I-B-4, Downgraded to B2, previously Ba2;
-- Class I-B-5, Downgraded to Caa3, previously B2;
-- Class II-B-1, Upgraded to Aa1, previously Aa2
-- Class II-B-2, Upgraded to Aa3, previously A2;
-- Class II-B-3, Upgraded to A3, previously Baa2.


WEIGHT WATCHERS: Paying $0.175/Share Cash Dividend on Oct. 12
-------------------------------------------------------------
The board of directors of Weight Watchers International Inc.
declared its quarterly cash dividend of $0.175 per share, which
corresponds to an annual dividend rate of $0.70 per share.  This
quarterly dividend will be payable on Oct. 12, 2007, to
shareholders of record at the close of business on Sept. 28, 2007.
   
Headquartered in New York City, Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/--  
provides weight management services, with a presence in 30
countries around the world, including Brazil, the Netherlands,
and New Zealand.  The company serves its customers through
Weight Watchers branded products and services, including
meetings conducted by Weight Watchers International and its
franchisees.

                          *     *     *

in August 2001, Moody's Investor Services placed Weight Watchers
International Inc.'s long term corporate family and bank loan debt
ratings at "Ba1".  These ratings hold to this date.


WRR INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: W.R.R., Inc.
        dba State Plating
        450 North 9th Street
        Elwood, IN 46036

Bankruptcy Case No.: 07-08407

Type of business: The Debtor provides chrome plating services.  It
                  operates 3 automatic plating lines and one
                  manual hoist line.  Currently, it offers nickel
                  only, nickel chrome and dual nickel chrome
                  finishes. Its full service buffing and polishing
                  department is capable of handling a wide range
                  of part shapes and sizes.  See
                  http://www.stateplating.com

Chapter 11 Petition Date: August 31, 2007

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Gary Lynn Hostetler, Esq.
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

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
   ------                      ---------------       ------------
American Trim, L.L.C.          Lawsuit                   $200,000
c/o Barnes & Thornburg
11 South Meridian Street
Indianapolis, IN 46204

ELECTREX                       open account              $159,000
41775 Production Drive
Harrison Township, MI 48045

A.I.G.                         open account               $98,851
Box 409
Parsippy, NJ 07054-0409

Lock Join Tube                 open account               $86,846

Enthone                        open account               $80,721

All-Star Chemical Co.          open account               $73,308

United Steel and Wire          chemistry/used             $71,000
                               equipment

Rich Leavell                   open account               $48,983

American Electric Power        open account               $33,268

Mid-State Chemical & Supply    open account               $32,783
Corp.

Meridian Automotive Systems    open account               $32,000

Vectren Energy Delivery        open account               $27,132

Ginovus                        open account               $26,000

G.T.C. Industries              open account               $25,035

Sommer Barnard Ackerson        open account               $25,018

Delta Chemicals                open account               $21,424

T.&J. Plating                  open account               $19,221

Centerpoint Energy             open account               $19,123

Labor Ready                    open account               $18,610

City of Elwood Utilities       open account               $17,976


* Fitch Assigns Issuer Ratings on Native American Gaming Sector
---------------------------------------------------------------
Fitch has reviewed all Native American gaming issuer ratings
following changes to its rating criteria for the sector.  This
also represents Fitch's initial assignment of issuer ratings to
entities in the sector.  Fitch has assigned issuer ratings and
taken these actions on transaction ratings:

Agua Caliente Tribe, CA:

  -- Issuer rating 'BBB-';
  -- Revenue bonds series 2003 and senior secured notes series
     2006 and 2007 transaction ratings affirmed at 'BBB'.

Cow Creek Band of Umpqua Indians, OR:

  -- Issuer rating 'B+';
  -- Taxable tax revenue bonds series 2006A, 2006B and tax-
     exempt tax revenue bonds series 2006C transaction ratings
     downgraded to 'BB-' from 'BBB-'.

Laguna Development Corp, NM:

  -- Issuer rating 'BB-';
  -- Enterprise revenue bonds series 2006 transaction rating
     downgraded to 'BB' from 'BBB'.

Pueblo of Santa Ana, NM:

  -- Issuer rating 'BB';
  -- Enterprise revenue bonds transaction rating series 2006
     downgraded to 'BB+' from 'BBB'.

San Manuel Entertainment Authority, CA:

  -- Issuer rating 'BBB-';
  -- Gaming project bonds series 2004A, variable-rate gaming
     project bonds series 2004B and public improvement bonds
     series 2004C transaction ratings downgraded to 'BBB' from
     'A'.

The Rating Outlook for all ratings listed above is Stable.

Seminole Tribe of Florida:

  -- Issuer rating 'BBB-'
  -- Gaming division revenue bonds series 2005A, 2005B and 2007
     term loan B-1, B-2, B-3 transaction ratings affirmed at
     'BBB'.

The Rating Outlook for the above rating is Positive.

With these rating actions all Rating Watches assigned in March
2007 pending review under the revised criteria have been removed.  
Prior to implementation of the revised criteria, transaction
ratings of the STOF and Agua Caliente were on Evolving Watch, the
transaction ratings of all other issuers were on Negative Watch.

The changes to the rating methodology are an evolution in Fitch's
approach, a process that previously placed significant weight on
credit strengths that set Native American gaming issuers apart
from their corporate counterparts, resulting in significantly
higher credit ratings for Native American gaming issuers versus
corporate gaming issuers.  The criteria changes that have been
adopted place more weight on certain credit factors, such as
diversification, competition, liquidity, and capital allocation
strategies.  These changes have resulted in more convergent
ratings on Native American gaming issuers and corporate gaming
issuers.

Fitch has implemented a two-step rating process for assessing the
credit quality of Native American Gaming issuers.  The first step
entails the determination of an issuer rating as the starting
point of the rating process.  The issuer rating reflects the
ability of the issuer to meet its financial commitments in a
timely fashion, and serves as the benchmark indicator of the
probability of default.

The second step involves rating the specific debt transaction, the
rating for which will be established based on the issuer rating.  
The notching between the issuer rating and the transaction rating
assigned to a specific debt obligation will be based on Fitch's
opinion of the credit enhancement/detraction of two considerations
that reflect the probability of default, but not recovery
prospects in an event of default, including the security interest
in the cash flows and the covenants provided by the bond
indenture.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Denver Preventive Imaging, L.L.C.
   Bankr. D. Colo. Case No. 07-19618
      Chapter 11 Petition filed August 29, 2007
         See http://bankrupt.com/misc/cob07-19618.pdf

In Re Colorado Heart Imaging, L.L.C.
   Bankr. D. Colo. Case No. 07-19635
      Chapter 11 Petition filed August 29, 2007
         See http://bankrupt.com/misc/cob07-19635.pdf

In Re P.B.T. Investment Group, L.L.C.
   Bankr. S.D. Ind. Case No. 07-08294
      Chapter 11 Petition filed August 29, 2007
         See http://bankrupt.com/misc/insb07-08294.pdf

In Re Apartment 48, Inc.
   Bankr. S.D. N.Y. Case No. 07-12768
      Chapter 11 Petition filed August 29, 2007
         See http://bankrupt.com/misc/nysb07-12768.pdf

In Re Bexar County Healthcare Systems, L.P.
   Bankr. N.D. Tex. Case No. 07-34146
      Chapter 11 Petition filed August 29, 2007
         See http://bankrupt.com/misc/txnb07-34146.pdf

In Re Etiwanda Capital Group L.L.C.
   Bankr. C.D. Calif. Case No. 07-13154
      Chapter 11 Petition filed August 30, 2007
         Filed as Pro Se

In Re Delbert L. Alsop
   Bankr. D. Alaska Case No. 07-00439
      Chapter 11 Petition filed August 30, 2007
         Filed as Pro Se

In Re 200 South Calhoun, L.L.C.
   Bankr. D. Md. Case No. 07-18212
      Chapter 11 Petition filed August 30, 2007
         Filed as Pro Se

In Re Jefferson Bruce Kilgore
   Bankr. D. S.C. Case No. 07-04648
      Chapter 11 Petition filed August 30, 2007
         See http://bankrupt.com/misc/scb07-04648.pdf

In Re Maxwell Entertainment Group, L.L.C.
   Bankr. N.D. Tex. Case No. 07-34182
      Chapter 11 Petition filed August 30, 2007
         See http://bankrupt.com/misc/txnb07-34182.pdf

In Re ProTech Mechanical Services, L.P.
   Bankr. W.D. Tex. Case No. 07-11588
      Chapter 11 Petition filed August 30, 2007
         See http://bankrupt.com/misc/txwb07-11588.pdf

In Re Roys Investments, Inc.
   Bankr. W.D. Ark. Case No. 07-72785
      Chapter 11 Petition filed August 31, 2007
         See http://bankrupt.com/misc/akwb07-72785.pdf

In Re James Burton Anderson
   Bankr. D. Ariz. Case No. 07-01682
      Chapter 11 Petition filed August 31, 2007
         See http://bankrupt.com/misc/azb07-01682.pdf

In Re Matthew L. Reynolds
   Bankr. N.D. Ga. Case No. 07-21758
      Chapter 11 Petition filed August 31, 2007
         See http://bankrupt.com/misc/ganb07-21758.pdf

In Re Theron W. Reynolds
   Bankr. N.D. Ga. Case No. 07-21759
      Chapter 11 Petition filed August 31, 2007
         See http://bankrupt.com/misc/ganb07-21759.pdf

In Re Russell's Restaurant, Inc.
   Bankr. M.D. Penn. Case No. 07-52237
      Chapter 11 Petition filed August 31, 2007
         See http://bankrupt.com/misc/pamb07-52237.pdf

In Re Rufus Corporation, Inc.
   Bankr. W.D. Penn. Case No. 07-25467
      Chapter 11 Petition filed August 31, 2007
         See http://bankrupt.com/misc/pawb07-25467.pdf

In Re Fort Cherry Ambulance Service, Inc.
   Bankr. W.D. Penn. Case No. 07-25476
      Chapter 11 Petition filed August 31, 2007
         See http://bankrupt.com/misc/pawb07-25476.pdf

In Re Richard Willie Wilkinson, Jr.
   Bankr. S.D. Tex. Case No. 07-35883
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re Center for Education, Networking, Training, & Empowerment
      Resources, Inc.
   Bankr. S.D. Ga. Case No. 07-50705
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re Chaturvdi Rahul
   Bankr. D. Mass. Case No. 07-15505
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re 100 Independence Realty, L.L.C.
   Bankr. D. Mass. Case No. 07-15511
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re Smartsource Systems, Inc.
   Bankr. D. Mass. Case No. 07-15510
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re Daniele Dolino
   Bankr. C.D. Calif. Case No. 07-17629
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re Farid Meshkatai
   Bankr. D. Ariz. Case No. 07-04382
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re H.C.A.A.-Care P.C.
   Bankr. D. Mass. Case No. 07-15509
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re Ronald Brooks Miller
   Bankr. N.D. Calif. Case No. 07-42827
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re Nuspeech Communications Corp.
   Bankr. D. Mass. Case No. 07-15513
      Chapter 11 Petition filed August 31, 2007
         Filed as Pro Se

In Re A.&T. Investments, L.L.C.
   Bankr. D. S.C. Case No. 07-04720
      Chapter 11 Petition filed August 31, 2007
         See http://bankrupt.com/misc/scb07-04720.pdf

In Re Jericho Adult Daycare Center, Inc.
   Bankr. N.D. Ga. Case No. 07-74323
      Chapter 11 Petition filed September 2, 2007
         See http://bankrupt.com/misc/ganb07-74323.pdf

In Re Spirit of Prayer Ministries, Inc.
   Bankr. N.D. Tex. Case No. 07-43858
      Chapter 11 Petition filed September 3, 2007
         See http://bankrupt.com/misc/txnb07-43858.pdf

In Re L.S.G. Family Partnership, Ltd.
   Bankr. N.D. Tex. Case No. 07-43890
      Chapter 11 Petition filed September 3, 2007
         See http://bankrupt.com/misc/txnb07-43890.pdf

In Re Chet Gutowsky
   Bankr. S.D. Tex. Case No. 07-36052
      Chapter 11 Petition filed September 3, 2007
         See http://bankrupt.com/misc/txsb07-36052.pdf

In Re Technology Management & Integration Co.
   Bankr. E.D. Va. Case No. 07-12416
      Chapter 11 Petition filed September 3, 2007
         See http://bankrupt.com/misc/vaeb07-12416.pdf

In Re Atlantic Marine Service, Inc.
   Bankr. D. Conn. Case No. 07-32014
      Chapter 11 Petition filed September 4, 2007
         See http://bankrupt.com/misc/ctb07-32014.pdf

In Re Geoffrey A. Gish
   Bankr. N.D. Ga. Case No. 07-74427
      Chapter 11 Petition filed September 4, 2007
         See http://bankrupt.com/misc/ganb07-74427.pdf

In Re Covenant Care Center of Paducah
   Bankr. N.D. Tex. Case No. 07-70379
      Chapter 11 Petition filed September 4, 2007
         See http://bankrupt.com/misc/txnb07-70379.pdf

In Re Covenant Care Center of Big Spring, L.L.C.
   Bankr. N.D. Tex. Case No. 07-70381
      Chapter 11 Petition filed September 4, 2007
         See http://bankrupt.com/misc/txnb07-70381.pdf

In Re Covenant Care Center of Quanah, L.L.C.
   Bankr. N.D. Tex. Case No. 07-70382
      Chapter 11 Petition filed September 4, 2007
         See http://bankrupt.com/misc/txnb07-70382.pdf

In Re Covenant Care Center of Vernon, L.L.C.
   Bankr. N.D. Tex. Case No. 07-74427
      Chapter 11 Petition filed September 4, 2007
         See http://bankrupt.com/misc/txnb07-74427.pdf

                             *********

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 R. Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***