TCR_Public/070907.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 7, 2007, Vol. 11, No. 212

                             Headlines

ACA ABS: Moody's Places Ratings Under Review and May Downgrade
ACA ABS: Poor Credit Quality Cues Moody's to Cut Ratings
ACA AQUARIUS: Credit Quality Decline Cues Moody's Ratings Review
ACCELLENT INC: Names Jeremy A. Friedman as Chief Fin'l. Officer
AMERICAN HOME: U.S. Trustee Sets Sec. 341(a) Meeting on Sept. 18

AMERICAN HOME: $50,000,000 WL Ross DIP Facility Gets Final OK
AMERICAN HOME: Can Access Cash Collateral Until Oct. 31
AMERIGROUP CORP: Promotes Richard C. Zoretic to COO
AMERIQUEST MORTGAGE: Fitch Puts Low-B Ratings on 15 Cert. Classes
AMERIQUEST MORTGAGE: Fitch Junks Ratings on Six Cert. Classes

BEAR STEARNS: S&P Assigns B- Rating on $8.151 Mil. Class Q Certs.
BELLE HAVEN: Moody's Reviews Ba1 Rating on $5 Mil. Class E Notes
BI-LO LLC: S&P Retains Developing CreditWatch
CARDIMA INC: June 30 Balance Sheet Upside-Down by $15.3 Million
CATHOLIC CHURCH: San Diego Case Dismissal Hearing Set on Sept. 11

CHAPARRAL STEEL: Board is Neutral on Gerdau Ameristeel Merger
CITIFINANCIAL MORTGAGE: Fitch Holds "BB-" Rating on Class MV-3
COLEMAN CABLE: Commences Exchange Offer for 9-7/8% Senior Notes
COLLINS & AIKMAN: Selling Three Industrial Facilities
CORD BLOOD AMERICA: Acquires CureSource Inc.'s Assets

COUNTRYWIDE FIN'L: Weak Credit Market Prompts 900 Job Cuts
CPI INT'L: Completes Redemption of $19.8MM Floating Sr. Notes
CREDIT SUISSE: Moody's Junks Rating on $164,122 Class N Certs.
DELPHI CORP: Settles with GM; Files Reorganization Plan
DON PABLO'S: Case Summary & 30 Largest Unsecured Creditors

DONALD BAILEY: Case Summary & Eight Largest Unsecured Creditors
DYNAMOTIVE ENERGY: Incurs $3.5 Mil. Net Loss in Qtr. Ended June 30
E*TRADE CDO: Moody's May Cut "Ba1" Rating on $5 Mil. Class D Notes
ELLINGTON LOAN: Moody's Puts Ba1 Rating on Class B-4 Certificates  
ENHANCED MORTGAGE: Moody's Reviews "Ca" Class A-3 Certs. Rating

EPIX PHARMA: June 30 Balance Sheet Upside-Down by $67.2 Million
FIRST BANCORP: Paying S. A-E Preffered Share Dividends on Sept. 28
FORD CREDIT: Fitch Affirms BB+ Rating on Class D Loan
GAP INC: Taps Sabrina Simmons as Acting Chief Financial Officer
GARDNER DENVER: Moody's Affirms Ba2 Corporate Family Rating

GENERAL MOTORS: Inks Settlement Agreement with Delphi Corp.
GERDAU AMERISTEEL: Chaparral's Board is Neutral on Merger Deal
GLOWPOINT INC: June 30 Balance Sheet Upside-Down by $16.9 Million
GRAFTECH INT'L: June 30 Balance Sheet Upside-Down by $8 Million
HENDRX CORP: Incurs $425,772 Net Loss in Quarter Ended June 30

HERCULES INC: Closes Dexter Chemical Business Buyout
I2 TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $6.1 Million
IDEARC INC: June 30 Balance Sheet Upside-Down by $8.57 Million
INT'L MANAGEMENT: Judge Bonapfel OKs Schweppe as Real Estate Agent
INTERSTATE BAKERIES: To Exit Bread Market in South California

J.P. MORGAN: Moody's Affirms Low-B Ratings on Six Cert. Classes
J.P. MORGAN: Fitch Holds B- Rating on $7.4MM Class L Certificates
KLEROS PREFERRED: Moody's May Cut Ba1 Rating on $6MM Class E Notes
L&M TRAFFIC: Case Summary & 18 Largest Unsecured Creditors
LACERTA ABS: Poor Credit Quality Cues Moody's to Cut Ratings

LAIDLAW INT'L: Regulatory Review on FirstGroup's Bid Ongoing
LEXINGTON PRECISION: June 30 Balance Sheet Upside-Down by $31 Mil.
LINDSEY HARBOR: Involuntary Chapter 11 Case Summary
MAGNA ENTERTAINMENT: Plans to Sell Racetracks in Ohio & Oregon
MAGNA ENTERTAINMENT: Unit Inks TSA with Attractions Hippiques

MAGNOLIA VILLAGE: Second Amended Plan's Effective Date is Tomorrow
MEDWAVE INC: Incurs Net Loss of $1.1 Million in Qtr. Ended June 30
MORGAN STANLEY: Moody's Rates Class O Certificates at Caa2
MORGAN STANLEY: Fitch Puts Low-B Ratings on Two Cert. Classes
MORGAN STANLEY: Fitch Junks Ratings on Three Cert. Classes

MORTGAGE CAPITAL: Fitch Revises DR Rating to CCC/DR2
NASSAU CDO: Moody's Puts "Ba1" Rating on Review and May Downgrade
NATURADE INC: Has $18.5 Mil. Stockholders' Deficit as of June 30
NATURALLY ADVANCED: Incurs $443,773 Net Loss in Qtr. Ended June 30
NEFF CORP: Completes $230 Mil. Exchange Offer of 10% Sr. Notes

NEW YORK RACING: To Retain Franchise on Governor's Recommendation
NGE LLC: Voluntary Chapter 11 Case Summary
NORD RESOURCES: Posts $1.5 Million Net Loss in Qtr. Ended June 30
NRG ENERGY: Executives Formulate Plans to Buy and Sell Stocks
PAC-WEST TELECOMM: Court Approves Disclosure Statement

PAINTER & RUTHENBERG: Case Summary & 20 Largest Unsec. Creditors
PATRIOT AVIATION: Donlin Recano OK'd as Panel's Information Agent
PITTSFIELD WEAVING: Disclosure Statement Hearing Moved to Sept. 11
PLAYTEX PRODUCTS: Commences $290 Mil. Tender Offer of Senior Notes
PUERTO RICO CONSERVATION: Moody's Confirms "B2" Senior Debt Rating

QUANTA SERVICES: All-Stock Buyout Cues S&P to Lift Rating to "BB"
SAINT VINCENTS: Gets $320 Mil. Senior Loan from GE Healthcare
SANGER AVENUE: Case Summary & 20 Largest Unsecured Creditors
SEQUOIA MORTGAGE: Fitch Holds Low-B Ratings on Two Cert. Classes
SG MORTGAGE: Fitch Lowers Rating on Class M-10 Certs. to BB+

SOLAR STAMPING: Case Summary & 20 Largest Unsecured Creditors
SPHERIS INC: S&P Revises Outlook to Stable from Negative
SUN MICROSYSTEMS: To Hold Annual Stockholders' Meeting on Nov. 8
SURGILIGHT INC: June 30 Balance Sheet Upside-Down by $332,840
TOUGALOO COLLEGE: Moody's Removes B3 Rating on Series 1993A Bonds

UBS MORTGAGE: Fitch Junks Rating on Class M-7 Certificates
VUBOTICS INC: Inks Securities Purchase Pact with Jay Weil, et al.
WHOLE FOODS: Presents Plans for Combined Stores
YUKOS OIL: Switzerland Unfreezes Accounts; Russia Balks at Move

* Daniel Schmidt & Olivier Dumas' Team Join Proskauer Rose
* Donald Walton Appointed as Acting U.S. Trustee for Region 21
* Donlin Recano Retained as Claims Agent for Hydraulic Tech.
* Linda M. Kujaca Joins SmithAmundsen's Bankr. & Creditors Team
* Richard Wieland Appointed as Acting U.S. Trustee for Region 20

* BOOK REVIEW: Competition in the Health Care Sector: Past,
               Present, and Future: Proceedings of a Conference
               Sponsored by the Bureau of Economics, Federal Trade
               Commission, March 1978

                             *********

ACA ABS: Moody's Places Ratings Under Review and May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by ACA ABS
2003-2, Limited on review for possible downgrade:

-- Class Description: $36,000,000 Class A3 Floating Rate
    Notes, due Dec. 10, 2038

    Prior Rating: A1

    Current Rating: A1, on review for possible downgrade

-- Class Description: $7,000,000 Class BF Fixed Rate
    Deferrable Interest Notes, due Dec. 10 , 2038

    Prior Rating: Baa2

    Current Rating: Baa2, on review for possible downgrade

-- Class Description: $15,000,000 Class BV Floating Rate
    Deferrable Interest Notes, due December 10 , 2038

    Prior Rating: Baa2

    Current Rating: Baa2, on review for possible downgrade

-- Class Description: $3,000,000 Class C Fixed Rate Notes, due
    Dec. 10, 2038

    Prior Rating: Ba2

    Current Rating: Ba2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ACA ABS: Poor Credit Quality Cues Moody's to Cut Ratings
--------------------------------------------------------
Moody's Investors Service downgraded these notes issued by ACA ABS
CDO 2006-2, Limited.

-- Class Description: $29,000,000 Class A3-L Deferrable
    Floating Rate Note Due 2047

    Prior Rating: A2, on review for possible downgrade

    Current Rating: Baa3, on review for possible downgrade

-- Class Description: $45,000,000 Class B1-L Deferrable
    Floating Rate Note Due 2047

    Prior Rating: Baa2, on review for possible downgrade

    Current Rating: B3, on review for possible downgrade

Moody's Investors Service also placed these notes issued by ACA
ABS CDO 2006-2, Limited on review for possible downgrade:

-- Class Description: $460,000,000 Class A-1LA Floating Rate
    Notes Due January 2047

    Prior Rating: Aaa

    Current Rating: Aaa, on review for possible downgrade

-- Class Description: $102,000,000 Class A-1LB Floating Rate
    Notes Due January 2047

    Prior Rating: Aaa

    Current Rating: Aaa, on review for possible downgrade

-- Class Description: $72,000,000 Class A-2L Floating Rate
    Notes Due January 2047

    Prior Rating: Aa2

    Current Rating: Aa2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ACA AQUARIUS: Credit Quality Decline Cues Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service downgraded its rating on these classes
of notes issued by ACA Aquarius 2006-1 Ltd:

-- $74,500,000 Class B2 Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2046.

    Prior Rating: Baa2, on review for possible downgrade

    Current Rating: Ba3

-- $20,000,000 Class B3 Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2046.

    Prior Rating: Baa3, on review for possible downgrade

    Current Rating: B3

Moody's Investors Service also placed these classes of notes
issued by ACA Aquarius 2006-1, Ltd. on review for possible
downgrade:

-- $255,000,000 Class A1J Senior Secured Floating Rate Notes
    Due 2046.

    Prior Rating: Aaa

    Current Rating: Aaa, on review for possible downgrade

-- $177,000,000 Class A2 Senior Secured Floating Rate Notes
    Due 2046.

    Prior Rating: Aa2

    Current Rating: Aa2, on review for possible downgrade

-- $80,000,000 Class A3 Secured Deferrable Interest Floating
    Rate Notes Due 2046.

    Prior Rating: A2

    Current Rating: A2, on review for possible downgrade

-- $17,500,000 Class B1 Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2046.

    Prior Rating: Baa1

    Current Rating: Baa1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of RMBS
securities.


ACCELLENT INC: Names Jeremy A. Friedman as Chief Fin'l. Officer
---------------------------------------------------------------
Accellent Inc. has appointed Jeremy A. Friedman as chief financial
officer, executive vice president and treasurer reporting to
Kenneth Freeman, executive chairman, effective Sept. 4, 2007.

Alan Bortnick, Vice President -- finance and interim chief
financial officer since June 15, 2007, will assume his
responsibilities as vice president - finance, reporting to
Mr. Friedman.

"Jeremy comes to Accellent with substantial accomplishments in
several challenging industries," Mr. Freeman said.  "He is a
results-oriented leader with a breadth of capabilities that will
serve him well as we continue the transformation of Accellent."

Mr. Friedman, 54, has more than thirty years of financial and
operations experience, recently at Flextronics International Ltd.,
where he held the positions of senior vice president -- business
development, senior vice president of finance and global supply
chain -- components, chief operating officer -- Flextronics
Network Services, vice president -- global internal audit and vice
president -- business systems and processes.

Prior to Flextronics, Mr. Friedman held leadership positions at
KPMG, ACME Well International Corporation, We're Entertainment
Inc., Phillips Van-Heusen Corporation, and Windsor Shirt Company.

A native of Pennsylvania, Mr. Friedman received a bachelor's
degree in religion from Haverford College in 1975, and an MBA from
Harvard Business School in 1977.  He will relocate to the
Wilmington, Massachusetts area.

                       About Accellent Inc.

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

                          *     *     *

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


AMERICAN HOME: U.S. Trustee Sets Sec. 341(a) Meeting on Sept. 18
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will
convene a meeting of American Home Mortgage Investment Corp. and
its debtor-affiliates' creditors on Sept. 18, 2007, at 10:00 a.m.  
The meeting will be held in Room 2112 of the J. Caleb Boggs
Federal Building, at 844 North King Street, in Wilmington,
Delaware.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend.

This Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.  

American Home Mortgage and seven affiliates filed for chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP are the proposed counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC is the proposed claims and noticing
agent.  The Official Committee of Unsecured Creditors has
selected Hahn & Hessen LLP as its counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000, total liabilities of $19,330,191,000, and
total stockholders' equity of $1,223,744,000.  The Debtors'
exclusive period to file a plan expires on Dec. 4, 2007.
(American Home Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AMERICAN HOME: $50,000,000 WL Ross DIP Facility Gets Final OK
-------------------------------------------------------------
The the U.S. Bankruptcy Court for the District of Delaware
authorized American Home Mortgage Investment Corp. and its
debtor-affiliates, on a final basis, to obtain $50,000,000 of
postpetition financing from WLR Recovery Fund III, L.P., the
financing arm of WL Ross & Co. LLC.  

The Court also authorized American Home Mortgage Investment Corp.
to act as administrative borrower on behalf of all the Debtor-
borrowers.  The Debtors, except American Home Mortgage Servicing
Inc., are borrowers under the DIP Loan and Security Agreement
dated August 6, 2007, with WLR Recovery Fund.

To the extent a Debtor receives funds advanced or receives a
postpetition inter-company loan or transfer of funds, under the
DIP Facility, and the DIP obligations are repaid or the advance
is made by a Debtor that is an obligor under the DIP Facility,
the Advancing Debtor will have an allowed claim against the
Beneficiary Debtor in equal amount as to the Advance and junior
in all respects to the superpriority administrative expense
claims granted to the DIP Lenders, Judge Sontchi maintained.

As further protection to the DIP Lenders and to secure the
repayment of the DIP Obligations, the Court grants the
Administrative Agent a perfected first priority security interest
in and lien on all the property and assets of the Borrowers and
their estates, but excluding any avoidance actions that is not
otherwise encumbered by perfected and nonavoidable liens and
security interests existing in the DIP Collateral on the Petition
Date.  The DIP Lenders are also granted an enforceable and
perfected second priority security interest and lien on all the
Borrowers' assets, excluding any Avoidance Actions, should any of
the Pre-Existing Lien be voided, extinguished or determined not
valid, the liens granted to the Administrative Agent will be
deemed perfected first priority liens without further action by
the DIP Lenders or the Court.

Judge Sontchi noted that the liens and interests granted to the
Administrative Agent in the DIP Collateral will not be subject to
any lien or security interest that is avoided and preserved for
the Borrowers' estates, or be subordinated to with any other lien
or security interest.  No other liens will have priority superior
to the DIP Liens or will be granted while any portion of the DIP
Obligations remains outstanding, unless with written consent of
the Administrative Agent.

If the DIP Lenders choose to file financing statements to take
possession of any DIP Collateral or to take any action to
validate or perfect the DIP Liens, the Court directs the
Borrowers to execute the documents requested by the DIP Lenders.

A carve-out, which is chargeable against the DIP Collateral, will
be paid to the clerk of the Bankruptcy Court and professional
fees, but the amount entitled to priority will not exceed
$5,000,000 outstanding in the aggregate at any time.  After the
Administrative Agent notified the Borrowers of an occurrence of
default by the Borrowers on their DIP Obligations, any payments
actually made to professionals will reduce the Carve-Out Amount
on a dollar-for-dollar basis.

In an Event of Default, the Administrative Agent may:

   -- terminate all or any portion of the DIP Facility and DIP
      Lenders' obligation to make loans or advances;

   -- declare the DIP Obligations to be immediately due and
      payable; and

   -- take any actions and exercise any rights and remedies
      allowed under the DIP financing documents, which the DIP
      Lenders deem appropriate.

However, the DIP Lenders cannot consummate foreclosure on the DIP
Collateral or seize control of the Borrowers' assets absent a
five-business-day written notice of an Event of Default to the
Borrowers, counsel to BofA, counsel to the Official Committee of
Unsecured Creditors and the U.S. Trustee.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.  

American Home Mortgage and seven affiliates filed for chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP are the proposed counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC is the proposed claims and noticing
agent.  The Official Committee of Unsecured Creditors has
selected Hahn & Hessen LLP as its counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000, total liabilities of $19,330,191,000, and
total stockholders' equity of $1,223,744,000.  The Debtors'
exclusive period to file a plan expires on Dec. 4, 2007.
(American Home Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AMERICAN HOME: Can Access Cash Collateral Until Oct. 31
-------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-
affiliates obtained authority from the U.S. Bankruptcy Court
for the District of Delaware to access the cash collateral
securing repayment of their obligations to Bank of America,
N.A.

The Court specifically approved access of the cash collateral
solely and exclusively for certain disbursements stated in the
budget prepared by the Debtors, a full-text copy of which
is available for free at http://researcharchives.com/t/s?222e

Judge Sontchi noted that the expenditures authorized in the
Budget will be adhered to on a line-by-line basis, on a  
umulative bases during the Budget Period, with no carry-over
surplus to any other line items of to a subsequent budget period,
unless agreed in writing.  However, the Debtors may use Cash
Collateral in excess of what is set forth in the Budget, as long
as deviation does not exceed 30% during the week for each line-
item, and the DIP Administrative Agent and the Official Committee
of Unsecured Creditors agree to the manner and amount of the non-
conforming use of the Cash Collateral.

Judge Sontchi directed the Debtors to deposit all proceeds of sale
and other amounts with respect to mortgage loans that constitute
part of certain prepetition collateral into accounts maintained
by the Debtors prior to the Petition Date with a collateral
agent.  All other proceeds of the Prepetition Collateral will be
deposited or transferred into cash collateral accounts, which
will be opened and maintained by the Administrative Agent.

The Court warned the Debtors not to transfer the Cash Collateral
from any Debtor to another Debtor or any other party except as
permitted in the Budget, or as agreed.  The Debtors are also
prohibited from commingling the proceeds of Prepetition
Collateral with any other funds.

In addition to all existing security interests and liens granted
to and for the benefit, and as protection, of prepetition secured
parties, the Debtors grant to the Administrative Agent, for the
ratable benefit of Prepetition Secured Parties, a security
interest in and lien on the Prepetition Collateral and its
proceeds, which is senior to any other security interests or
liens.

Moreover, the Debtors will pay indefeasibly in cash to the
Administrative Agent:

    -- for the ratable benefit of the Prepetition Secured Lenders
       and in permanent reduction of the outstanding principal
       balance Debtors' indebtedness:

       * all proceeds from the sale or other disposition of
         Prepetition Collateral, after deducting necessary costs;
         and

       * all amounts on deposit in the Collateral Agent Accounts
         and Cash Collateral Accounts, other than the amount
         maintained in certain servicing account and up to
         $3,000,000 at any one time in the BofA construction
         lockbox accout;

   -- an amount equal to all unpaid fees and expenses of the
      Prepetition Secured Parties, including administrative and
      collateral fees, and reasonable professional fees and
      expenses; and

   -- on September 5, 2007, in permanent reduction of
      indebtedness, all Cash Collateral on hand in respect of the
      Debtors' servicing business in excess of $10,000,000, and
      on October 24, in permanent reduction of indebtedness, all
      Cash Collateral on hand in respect of the Servicing
      Business in excess of $5,000,000.

The Court maintained that the security interests and liens granted
to the Administrative agent for the benefit of the Prepetition
Secured Parties will not be subordinated to or made pari passu
with any lien of security under Section 364 of the Bankruptcy
Code.

The Debtors are not allowed to alter or amend the Court-approved
sale process and bidding procedures without the Administrative
Agent's consent, Judge Sontchi ruled.  He directs the Debtors  
to keep the Administrative Agent informed of the Sale Process
status.

The Debtors' use of the Cash Collateral will terminate on the
earliest to occur of:

   -- October 31, 2007;

   -- the dismissal of the Debtors' cases or the conversion of
      the cases to cases under Chapter 7;

   -- the lifting of the automatic stay to any entity other than
      the Administrative Agent or the Prepetition Secured
      Parties, without written consent of the Administrative
      Agent with respect to Prepetition Collateral having an
      aggregate in excess of $1,00,000;

   -- the appointment of a Chapter 11 trustee, examiner or any
      other representative with expanded powers;

   -- the effective date of a plan of reorganization in the
      Debtors' cases;

   -- the Debtors' failure to make any required payment, to
      provide pertinent information to the Lenders, or to perform
      any material terms under the Cash Collateral Final Order;

   -- Court approval of any postpetition DIP financing that
      creates liens with respect to the Prepetition Collateral or
      that allows parties to seek to enforce a claim on the
      collateral, unless the Debtors' indebtedness has been
      indefeasibly paid in full in cash; or

   -- the entry of a Court order modifying in any material
      respect the terms of the Interim or Final Cash Collateral
      Order.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.  

American Home Mortgage and seven affiliates filed for chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP are the proposed counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC is the proposed claims and noticing
agent.  The Official Committee of Unsecured Creditors has
selected Hahn & Hessen LLP as its counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000, total liabilities of $19,330,191,000, and
total stockholders' equity of $1,223,744,000.  The Debtors'
exclusive period to file a plan expires on Dec. 4, 2007.
(American Home Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AMERIGROUP CORP: Promotes Richard C. Zoretic to COO
----------------------------------------------------
AMERIGROUP Corporation has promoted Richard C. Zoretic to chief
operating officer.

James G. Carlson, who was appointed president and chief executive
officer of amerigroup corporation effective Sept. 1, also said
that six AMERIGROUP executive vice presidents who, along with Mr.
Zoretic and chief financial officer James W. Truess, make up the
company's executive committee will continue in their positions.

"One of the most critical factors for successful growth-oriented
companies is the quality of its management team,"
Mr. Carlson said.  "I am proud to lead a team at AMERIGROUP that I
believe is distinguished within our industry for its depth,
performance and experience.  Over the past four years, Dick
Zoretic has excelled at managing AMERIGROUP's health plan
operations, and his expanded role will enable us to continue
building an operational platform that supports our future growth."

Mr. Carlson, who served as AMERIGROUP's president and chief
operating officer, succeeds Jeffrey L. McWaters, AMERIGROUP's
founder, who will remain as chairman of the board of directors.
Mr. Zoretic joined AMERIGROUP four years ago and served as
executive vice president, Health Plan Operations.

Mr. Zoretic brings more than 25 years of management experience in
healthcare and insurance to the position of chief operating
officer.  He joined AMERIGROUP from CIGNA Dental Health, a
national dental benefits provider with 12 million members, where
he served as senior vice president, network operations and
distribution.

>From 1994 to 2000, Mr. Zoretic served in a variety of leadership
positions at United Healthcare, including Regional operating
president of United's Mid-Atlantic operations and senior vice
president of corporate sales and marketing.

Additionally, as president of the company's middle market business
segment, he had responsibility for United's commercial market
segment, overseeing sales, marketing, underwriting, product
development and customer service.

He began his career in 1980, with MetLife's Group Life & Health
operations and has also served as a consultant in Deloitte
Consulting's healthcare practice, with clients including Aetna,
Kaiser, Anthem and several Blue Cross and Blue Shield
organizations.

He joined AMERIGROUP in 2003 as senior vice president and chief
marketing officer.  Mr. Zoretic earned a degree in finance at
Pennsylvania State University.

As chief operating officer, Mr. Zoretic will oversee AMERIGROUP's
health plans in 10 states.  Four regional CEOs responsible for
those plans will report to him.  Those CEOs are Peter Haytaian,
CEO, Northeastern Region; Julie Locke, CEO, Mid-Atlantic Region;
Aileen McCormick, CEO, Southwestern Region; and Brian Shipp, CEO,
Southeastern Region.

In addition, the company's healthcare management services,
healthcare delivery systems and medical finance operations will
report to him.

Mr. Carlson also disclosed that, along with Mr. Zoretic and
Mr. Truess, six current members of AMERIGROUP's executive
committee will report to him.  They are Stanley F. Baldwin,
executive vice president, general counsel and secretary; Catherine
S. Callahan, executive vice president, associate services; Nancy
L. Grden, executive vice president and chief marketing officer;
William T. Keena, executive vice president, support operations;
John E. Littel, executive vice president, external relations; and,
Leon A. Root, Jr., executive vice president and chief information
officer.  Ms. Callahan, who had planned a summer 2007 retirement,
has agreed to remain in her position until the second quarter of
2008.

                  About Amerigroup Corporation
     
Headquartered in Virginia Beach, Virginia, Amerigroup Corporation
(NYSE: AGP) -- http://www.amerigroup.com/-- improves healthcare  
access and quality for low-income Americans by developing
innovative managed health services for the public sector. Through
its wholly owned subsidiaries, Amerigroup serves more than 1.3
million people in the District of Columbia, Florida, Georgia,
Maryland, New Jersey, New York, Ohio, Tennessee, Texas and
Virginia.  

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Moody's Investors Service has assigned a 'Ba3' senior debt rating
to Amerigroup Corporation's proposed senior secured credit
facility consisting of a $150 million synthetic letter of credit
and a $50 million revolving credit facility.

As reported in the Troubled Company Reporter on March 26, 2007,
Standard & Poor's Ratings Services assigned its 'BB' counterparty
credit rating to Amerigroup Corp.  The outlook is stable.


AMERIQUEST MORTGAGE: Fitch Puts Low-B Ratings on 15 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Ameriquest
Mortgage Securities Inc. mortgage pass-through certificates:

AMSI, series 2003-AR2
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BB+' from 'A';
  -- Class M-3 downgraded to 'CCC/DR1' from 'BB';
  -- Class M-4 downgraded to 'C/DR5' from 'B'.

AMSI, series 2004-R6
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'A-';
  -- Class M-2 affirmed at 'BBB+';
  -- Class M-3 affirmed at 'BBB';
  -- Class M-4 affirmed at 'BBB-';
  -- Class M-5 affirmed at 'BB+';

AMSI, series 2003-1
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB' from 'A+';
  -- Class MF-3 and MV-3 downgraded to 'CCC/DR2' from 'BB';
  -- Class M-4 remains at 'C' with the DR rating revised to
     'DR5' from 'DR4'.

AMSI, series 2003-2
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB' from 'A';
  -- Class M-3 downgraded to 'C/DR2' from 'B';
  -- Class M-4 remains at 'C' with the DR rating revised to
     'DR6' from 'DR5'.

AMSI, series 2003-8
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 downgraded to 'B' from 'BB';
  -- Class MF-6 and MV-6 downgraded to 'B-/DR2' from 'BB-'.

AMSI, series 2003-10
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 affirmed at 'BBB';
  -- Class MF-6 and MV-6 downgraded to 'B' from 'BBB-'.

AMSI, series 2003-11
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 and M-3B affirmed at 'A-';
  -- Class M-4B affirmed at 'BBB+';
  -- Class M-5 downgraded to 'BB+' from 'BBB';
  -- Class M-6 downgraded to 'B-/DR1' from 'BBB-'.

AMSI, series 2003-12
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 downgraded to 'B' from 'BBB';
  -- Class M-6 downgraded to 'B-/DR1' from 'BBB-'.

ARSI, series 2004-PW1
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 downgraded to 'BBB' from 'A-';
  -- Class M-7 downgraded to 'B' from 'BBB+';
  -- Class M-8 downgraded to 'B' from 'BBB';
  -- Class M-9 downgraded to 'CC/DR3' from 'BB';
  -- Class M-10 downgraded to 'C/DR4' from 'B' and removed from
     Rating Watch Negative;
  -- Class M-11 remains at 'C' with the DR rating revised to
     'DR6' from 'DR4'.

PPSI, series 2004-WWF1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA';
  -- Class M-4 affirmed at 'AA-';
  -- Class M-5 downgraded to 'A-' from 'A';
  -- Class M-6 downgraded to 'BBB+' from 'A';
  -- Class M-7 downgraded to 'BBB-' from 'BBB+';
  -- Class M-8 downgraded to 'BB' from 'BBB';
  -- Class M-9 downgraded to 'BB' from 'BBB';
  -- Class M-10 downgraded to 'B' from 'BBB-' and removed from
     Rating Watch Negative;
  -- Class M-11 downgraded to 'B' from 'BB+' and removed from
     Rating Watch Negative.

The affirmations, affecting approximately $1.9 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $496 million of the outstanding certificates,
reflect deterioration in the relationship between credit
enhancement and expected losses.

The collateral of the above transactions consists of fixed-rate
and adjustable-rate mortgages extended to subprime borrowers and
secured by first and second liens on one- to four-family
residential properties.  The loans collateralizing the AMSI
transactions with the exception of series 2003-AR2 were either
originated or acquired by Ameriquest Mortgage Co.

The loans collateralizing the Argent Securities transactions and
series 2003-AR2 were either originated or acquired by Argent
Mortgage Co. or Olympus Mortgage Co.  The loans are serviced by
AMC Mortgage Services, Inc., which is rated 'RPS3+' by Fitch.  The
loans collateralizing the Park Place Securities transactions were
either originated or acquired by Argent Mortgage Co. or Olympus
Mortgage Co.  The loans are serviced by Wells Fargo Home Mortgage
Inc., which is rated 'RPS1' by Fitch.

As of the August remittance date, the pool factors of the above
transactions range from 7% (2003-AR2) to 34% (2004-WWF1).  The
seasoning ranges from 32 (2004-WWF1) to 53 (2003-1) months.


AMERIQUEST MORTGAGE: Fitch Junks Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Ameriquest
Mortgage Securities mortgage pass-through certificates.  
Affirmations total $6.96 billion and downgrades total
$660.7 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

AMSI 2005-R1
  -- $189.8 million class A affirmed at 'AAA' (BL: 69.46, LCR:
     6.62);
  -- $80.2 million class M-1 affirmed at 'AA' (BL: 50.36, LCR:
     4.80);
  -- $22.5 million class M-2 affirmed at 'AA' (BL: 45.40, LCR:
     4.32);
  -- $34.5 million class M-3 affirmed at 'AA-' (BL: 37.65, LCR:
     3.59);
  -- $24 million class M-4 affirmed at 'A+' (BL: 32.19, LCR:
     3.07);
  -- $15 million class M-5 affirmed at 'A' (BL: 26.48, LCR:
     2.52);
  -- $23.2 million class M-6 affirmed at 'A-' (BL: 16.65, LCR:
     1.59);
  -- $13.5 million class M-7 affirmed at 'BBB+' (BL: 14.96,
     LCR: 1.42);
  -- $18 million class M-8 downgraded to 'BBB-' from 'BBB' (BL:
     12.49, LCR: 1.19);
  -- $20.2 million class M-9 downgraded to 'BB' from 'BB+' (BL:
     10.13, LCR: 0.96);
  -- $11.2 million class M-10 downgraded to 'BB-' from 'BB'
     (BL: 9.95, LCR: 0.91).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 18.78%;
  -- Realized Losses to date (% of Original Balance: 1.09%;
  -- Expected Remaining Losses (% of Current Balance): 10.50%;
  -- Cumulative Expected Losses (% of Original Balance): 4.34%.

AMSI 2006-R1
  -- $561.2 million class A affirmed at 'AAA' (BL: 45.89, LCR:
     6.05);
  -- $82.5 million class M-1 affirmed at 'AA+' (BL: 36.69, LCR:
     4.84);
  -- $63 million class M-2 affirmed at 'AA' (BL: 28.68, LCR:
     3.78);
  -- $30 million class M-3 affirmed at 'AA-' (BL: 25.89, LCR:
     3.41);
  -- $24.7 million class M-4 affirmed at 'A+' (BL: 23.14, LCR:
     3.05);
  -- $23.2 million class M-5 affirmed at 'A' (BL: 20.55, LCR:
     2.71);
  -- $21 million class M-6 affirmed at 'A-' (BL: 18.16, LCR:
     2.39);
  -- $20.2 million class M-7 affirmed at 'BBB+' (BL: 15.74,
     LCR: 2.08);
  -- $15 million class M-8 affirmed at 'BBB' (BL: 13.89, LCR:
     1.83);  
  -- $9 million class M-9 affirmed at 'BBB' (BL: 10.43, LCR:
     1.38);
  -- $11.2 million class M-10 affirmed at 'BBB-' (BL: 9.44,
     LCR: 1.24);
  -- $15 million class M-11 affirmed at 'BB' (BL: 8.53, LCR:
     1.12).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 12.43%;
  -- Realized Losses to date (% of Original Balance: 0.31%;
  -- Expected Remaining Losses (% of Current Balance): 7.58%;
  -- Cumulative Expected Losses (% of Original Balance): 4.85%.

AMSI 2006-R2
  -- $412.5 million class A affirmed at 'AAA' (BL: 45.53, LCR:
     6.25);
  -- $55.5 million class M-1 affirmed at 'AA+' (BL: 32.09, LCR:
     4.41);
  -- $33 million class M-2 affirmed at 'AA' (BL: 28.90, LCR:
     3.97);
  -- $18.5 million class M-3 affirmed at 'AA-' (BL: 26.47, LCR:
     3.64);
  -- $16.5 million class M-4 affirmed at 'A+' (BL: 23.82, LCR:
     3.27);
  -- $16 million class M-5 affirmed at 'A' (BL: 21.16, LCR:
     2.91);
  -- $15 million class M-6 affirmed at 'A-' (BL: 18.61, LCR:
     2.56);
  -- $14 million class M-7 affirmed at 'BBB+' (BL: 16.16, LCR:
     2.22);
  -- $10 million class M-8 affirmed at 'BBB' (BL: 14.40, LCR:
     1.98);
  -- $9 million class M-9 affirmed at 'BBB-' (BL: 10.54, LCR:
     1.45);
  -- $7 million class M-10 affirmed at 'BB+' (BL: 9.62, LCR:
     1.32);
  -- $10 million class M-11 affirmed at 'BB' (BL: 8.73, LCR:
     1.20).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 11.26%;
  -- Realized Losses to date (% of Original Balance: 0.18%;
  -- Expected Remaining Losses (% of Current Balance): 7.28%;
  -- Cumulative Expected Losses (% of Original Balance): 4.67%.

ARSI 2006-M1
  -- $1.64 billion class A affirmed at 'AAA' (BL: 34.58, LCR:
     2.86);
  -- $105 million class M-1 affirmed at 'AA+' (BL: 26.94, LCR:
     2.22);
  -- $93 million class M-2 affirmed at 'AA' (BL: 24.51, LCR:
     2.02);
  -- $55.5 million class M-3 affirmed at 'AA-' (BL: 22.68, LCR:
     1.87);
  -- $51.0 million class M-4 affirmed at 'A+' (BL: 20.55, LCR:
     1.70);
  -- $48 million class M-5 affirmed at 'A' (BL: 18.38, LCR:
     1.52);
  -- $45 million class M-6 downgraded to 'BBB+' from 'A-' (BL:
     16.29, LCR: 1.34);
  -- $40.5 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 14.34, LCR: 1.18);
  -- $33 million class M-8 downgraded to 'BB+' from 'BBB' (BL:
     12.72, LCR: 1.05);
  -- $22.5 million class M-9 downgraded to 'BB' from 'BBB' (BL:
     11.51, LCR: 0.95);
  -- $30.0 million class M-10 downgraded to 'B' from 'BBB-'
     (BL: 9.36, LCR: 0.77).

Deal Summary
  -- Originators: 81% Argent Mortgage Co. and 19% Ameriquest
     Mortgage Co.;
  -- 60+ day Delinquency: 21.03%;
  -- Realized Losses to date (% of Original Balance: 0.21%;
  -- Expected Remaining Losses (% of Current Balance): 12.11%;
  -- Cumulative Expected Losses (% of Original Balance): 9.20%.

ARSI 2006-W1
  -- $975.5 million class A affirmed at 'AAA' (BL: 43.10, LCR:
     3.49);
  -- $89.8 million class M-1 affirmed at 'AA+' (BL: 37.09, LCR:
     3.00);
  -- $80.7 million class M-2 affirmed at 'AA+' (BL: 30.74, LCR:
     2.49);
  -- $47.7 million class M-3 affirmed at 'AA' (BL: 28.05, LCR:
     2.27);
  -- $40.9 million class M-4 affirmed at 'AA-' (BL: 25.33, LCR:
     2.05);
  -- $39.8 million class M-5 affirmed at 'A+' (BL: 22.68, LCR:
     1.83);
  -- $38.6 million class M-6 affirmed at 'A' (BL: 20.08, LCR:
     1.62);
  -- $34.1 million class M-7 affirmed at 'A-' (BL: 17.71, LCR:
     1.43);
  -- $31.8 million class M-8 downgraded to 'BBB' from 'BBB+'
     (BL: 15.54, LCR: 1.26);
  -- $22.7 million class M-9 downgraded to 'BBB-' from 'BBB+'
     (BL: 14.03, LCR: 1.14);
  -- $22.7 million class M-10 downgraded to 'BB-' from 'BBB-'
     (BL: 11.56, LCR: 0.94).

Deal Summary
  -- Originators: 100% Argent Mortgage Co.;
  -- 60+ day Delinquency: 18.94%;
  -- Realized Losses to date (% of Original Balance: 0.51%;
  -- Expected Remaining Losses (% of Current Balance): 12.36%;
  -- Cumulative Expected Losses (% of Original Balance): 8.61%.

ARSI 2006-W2
  -- $676.4 million class A affirmed at 'AAA' (BL: 42.51, LCR:
     3.37);
  -- $71.2 million class M-1 affirmed at 'AA+' (BL: 32.36, LCR:
     2.57);
  -- $50.4 million class M-2 affirmed at 'AA' (BL: 29.63, LCR:
     2.35);
  -- $31.2 million class M-3 affirmed at 'AA' (BL: 27.09, LCR:
     2.15);
  -- $28 million class M-4 affirmed at 'A+' (BL: 24.36, LCR:
     1.93);
  -- $26.4 million class M-5 affirmed at 'A' (BL: 21.79, LCR:
     1.73);
  -- $24.8 million class M-6 affirmed at 'A-' (BL: 19.33, LCR:
     1.53);
  -- $24 million class M-7 affirmed at 'BBB+' (BL: 16.86, LCR:
     1.34);
  -- $20 million class M-8 downgraded to 'BBB-' from 'BBB' (BL:
     14.83, LCR: 1.18);
  -- $14.4 million class M-9 downgraded to 'BB+' from 'BBB-'
     (BL: 13.40, LCR: 1.06);
  -- $16 million class M-10 downgraded to 'BB' from 'BB+' (BL:
     12.06, LCR: 0.96).

Deal Summary
  -- Originators: 100% Argent Mortgage Co.;
  -- 60+ day Delinquency: 20.11%;
  -- Realized Losses to date (% of Original Balance: 0.62%;
  -- Expected Remaining Losses (% of Current Balance): 12.60%;
  -- Cumulative Expected Losses (% of Original Balance): 8.66%.

PPSI 2005-WCW1
  -- $523.3 million class A affirmed at 'AAA' (BL: 55.25, LCR:
     3.45);
  -- $88.4 million class M-1 affirmed at 'AA+' (BL: 47.81, LCR:
     2.99);
  -- $76.7 million class M-2 affirmed at 'AA+' (BL: 40.45, LCR:
     2.53);
  -- $48.1 million class M-3 affirmed at 'AA' (BL: 35.80, LCR:
     2.24);
  -- $42.9 million class M-4 downgraded to 'AA-' from 'AA' (BL:
     31.62, LCR: 1.98);
  -- $41.6 million class M-5 downgraded to 'A+' from 'AA-' (BL:
     27.57, LCR: 1.72);
  -- $39 million class M-6 downgraded to 'BB' from 'A+' (BL:
     16.07, LCR: 1.00);
  -- $35.1 million class M-7 downgraded to 'B+' from 'A' (BL:
     13.85, LCR: 0.87);
  -- $28.6 million class M-8 downgraded to 'B' from 'A-' (BL:
     12.01, LCR: 0.75);
  -- $22.1 million class M-9 downgraded to 'CCC' from 'BBB+'
     (BL: 10.51, LCR: 0.66);
  -- $19.5 million class M-10 downgraded to 'CCC' from 'BBB'
     (BL: 9.23, LCR: 0.58);
  -- $20.8 million class M-11 downgraded to 'CCC' from 'BBB-'
     (BL: 8.27, LCR: 0.52);
  -- $23.4 million class M-12 downgraded to 'CCC' from 'BB'
     (BL: 7.93, LCR: 0.50).

Deal Summary
  -- Originators: 99% Argent Mortgage Co. and 1% Olympus
     Mortgage Co.;
  -- 60+ day Delinquency: 22.46%;
  -- Realized Losses to date (% of Original Balance: 1.11%;
  -- Expected Remaining Losses (% of Current Balance): 16.00%;
  -- Cumulative Expected Losses (% of Original Balance): 7.51%.

QUEST 2005-X2
  -- $34.9 million class A affirmed at 'AAA' (Insured);
  -- $17.2 million class M-1 downgraded to 'BBB' from 'A-' (BL:
     34.12, LCR: 1.20);
  -- $4.6 million class M-2 downgraded to 'BB+' from 'BBB+'
     (BL: 30.04, LCR: 1.05);
  -- $4.9 million class M-3 downgraded to 'BB-' from 'BBB' (BL:
     25.88, LCR: 0.91);
  -- $3.5 million class M-4 downgraded to 'B' from 'BBB-' (BL:
     23.05, LCR: 0.81);
  -- $4.8 million class M-5 downgraded to 'CCC' from 'BB+' (BL:
     19.53, LCR: 0.68);
  -- $4.1 million class M-6 downgraded to 'CCC' from 'BB' (BL:
     17.31, LCR: 0.61).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 31.71%;
  -- Realized Losses to date (% of Original Balance: 4.61%;
  -- Expected Remaining Losses (% of Current Balance): 28.55%;
  -- Cumulative Expected Losses (% of Original Balance):
     17.60%.

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

  -- Class M-12 (Park Place 2005-WCW1).


BEAR STEARNS: S&P Assigns B- Rating on $8.151 Mil. Class Q Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Trust 2007-
PWR17's $3.26 billion commercial mortgage pass-through
certificates series 2007-PWR17.
     
The preliminary ratings are based on information as of Sept. 5,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-AB, A-4, A-1A, A-M, and A-J are currently being offered
publicly.  Standard & Poor's analysis determined
that, on a weighted average basis, the pool has a debt service
coverage of 1.26x, a beginning LTV of 111.1%, and an ending LTV of
102.7%.  The rated final maturity date for these certificates is
June 2050.
     
    
                  Preliminary Ratings Assigned
          Bear Stearns Commercial Mortgage Securities
                        Trust 2007-PWR17
   
    Class        Rating        Amount   Recommended credit
                                             support
    -----        ------        ------    -----------------
    A-1          AAA        $101,750,000     30.000%
    A-2          AAA        $194,050,000     30.000%
    A-3          AAA        $311,800,000     30.000%
    A-AB         AAA        $132,000,000     30.000%
    A-4          AAA      $1,178,257,000     30.000%
    A-1A         AAA        $364,325,000     30.000%
    A-M          AAA        $326,026,000     20.000%
    A-J          AAA        $268,972,000     11.750%
    X*           AAA      $3,260,260,823        N/A
    B            AA+         $28,527,000     10.875%
    C            AA          $44,829,000      9.500%
    D            AA-         $24,452,000      8.750%
    E            A+          $20,376,000      8.125%
    F            A           $28,527,000      7.250%
    G            A-          $32,603,000      6.250%
    H            BBB+        $36,678,000      5.125%
    J            BBB         $32,603,000      4.125%
    K            BBB-        $32,602,000      3.125%
    L            BB+         $12,226,000      2.750%
    M            BB          $12,226,000      2.375%
    N            BB-         $12,226,000      2.000%
    O            B+           $8,151,000      1.750%
    P            B            $4,075,000      1.625%
    Q            B-           $8,151,000      1.375%
    S            NR          $44,828,823      0.000%
   

         *Interest-only class with a notional amount.

                    N/A -- Not applicable.

                       NR -- Not rated.


BELLE HAVEN: Moody's Reviews Ba1 Rating on $5 Mil. Class E Notes
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Belle Haven
ABS CDO 2006-1, Ltd. on review for possible downgrade:

-- $50,000,000 Class B Floating Rate Notes Due 2046

    Prior Rating: Aa2

    Current Rating: Aa2, on review for possible downgrade

-- $30,000,000 Class C Floating Rate Deferrable Notes Due 2046

    Prior Rating: A2

    Current Rating: A2, on review for possible downgrade

-- $29,000,000 Class D Floating Rate Deferrable Notes Due 2046

    Prior Rating: Baa2

    Current Rating: Baa2, on review for possible downgrade

-- $5,000,000 Class E Floating Rate Deferrable Notes Due 2046

    Prior Rating: Ba1

    Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


BI-LO LLC: S&P Retains Developing CreditWatch
---------------------------------------------
Standard & Poor's Ratings Services said that the ratings on BI-LO
LLC remain on CreditWatch with developing implications, where they
were placed on April 11, 2007.  Lone Star Fund announced on
April 10, 2007, that it was seeking a buyer for Greenville, South
Carolina-based BI-LO.  Currently, the buyer, financing terms, and
the pro forma capital structure remain unknown.
     
Merrill Lynch & Co. has been retained as the lead financial
advisor and William Blair & Co LLC as the co-advisor in assisting
in the strategic evaluation process.  Lone Star Funds and BI-LO do
not intend to disclose developments with respect to the possible
sale of the company unless and until its board of directors has
approved a specific transaction.  "We will monitor developments on
a potential sale and resolve the CreditWatch listing once adequate
information becomes available," said Standard & Poor's credit
analyst Stella Kapur.


CARDIMA INC: June 30 Balance Sheet Upside-Down by $15.3 Million
---------------------------------------------------------------
Cardima Inc.'s consolidated balance sheet at June 30, 2007, showed
$3.0 million in total assets and $18.3 million in total
liabilities, resulting in a $15.3 million total stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $2.7 million in total current
assets available to pay $18.2 million in total current
liabilities.

The company reported net income of $4.4 million in the three
months ended June 30, 2007, a reversal of the net loss of
$4.1 million reported in the same period last year, mainly due to
other income of $8.0 million, partly offset by an increase in
operating loss and an increase in interest expense.  

The other income of $8.0 million is attributable to the June 2007
Apix financing which no longer required the treatment of the Apix
warrants as a liability as described in EITF 00-19, "Accounting
for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company's Own Stock".

The company incurred an operating loss of $1.9 million in the
second quarter ended June 30, 2007, an increase from the
$1.2 million operating loss reported in the same period last year,
mainly due to lower net sales and higher operating expenses.

Net sales fell 22% to $260,000 from $335,000.  The decrease in net
sales was primarily attributable to the failure of the company's
Japanese distributor to maintain the legal documentation standard
required to sell the company's PATHFINDER(R) in Japan.  As a
result, the Japanese distributor returned $85,000 of products in
order to be in compliance of local import rules.

Interest expense increased to $1.7 million in the second quarter
of 2007 from $1.2 million in the second quarter of 2006.

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?2312

                       Going Concern Doubt

Marc Lumer & Company, in San Francisco, expressed substantial
doubt about Cardima Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations.

As of June 30, 2007, the company has cash on hand of $217,000,
negative working capital of $15.5 million, and an accumulated
deficit of approximately $134.4 million.  The ability of the
company to continue operations through Dec. 31, 2007, is largely
dependent on continued funding from Apix, which calls for bi-
weekly advances, at the discretion of the lender.  Funding beyond
Dec. 31, 2007, will have to be secured from another party.  If the
company is unable to do so, the company could be forced to seek
bankruptcy protection or could be forced to sell assets on
unfavorable terms in exchange for proceeds that would likely be
insufficient to satisfy its obligations.  

                        About Cardima Inc.

Headquartered in Fremont, Calif.,Cardima Inc. (OTC BB: CRDM.OB) --
http://www.cardima.com/ -- has  developed the PATHFINDER(R)  
series of diagnostic catheters, the REVELATION(R) series ablation
system and the Surgical Ablation System for the diagnosis and
treatment of tachycardias.  The REVELATION(R) series with the
INTELLITEMP energy management system was developed for the
treatment of atrial fibrillation (AF) originating in the pulmonary
veins of the heart and received CE mark approval in Europe.  The
Surgical Ablation System (SAS) with an INTELLITEMP received a
510(K) approval in the U.S. by the FDA.  The PATHFINDER and the
REVELATION family of devices are intended for use in the Electro-
physiology (EP) market and the Surgical Ablation System (SAS) for
use in the surgical market.


CATHOLIC CHURCH: San Diego Case Dismissal Hearing Set on Sept. 11
-----------------------------------------------------------------
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California has adjourned to Sept. 11,
2007, the hearing on the order to show cause why The Roman
Catholic Diocese of San Diego's Chapter 11 case should not be
dismissed.

According to reports, lawyers for the Diocese and abuse victims
met behind closed doors yesterday, Sept. 6, 2007, for mediated
talks aimed at reaching an overall settlement of the victims'
claims.   Federal Magistrate Judge LeoPapas is overseeing
mediation.

Lawyers for the Diocese and victims declined to be interviewed
because of instructions barring them from talking about the
mediation, says the San Diego Union Tribune.  However, rumors are
that the two sides are moving closer to an agreement.

The San Deigo Diocese previously offered to pay a total of
$95 million as settlement payment to about 150 plaintiffs.  
Lawyers for the victims rejected the offer, arguing that it was
significantly lower than the damages awarded to victims in other
California cases.  The victims demand the Diocese pay $200
million.

                  About the San Diego Diocese

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately
3,000 people in various areas of work.  The Diocese filed for
Chapter 11 protection just before commencement of the first of
court proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  Attorneys at Pachulski Stang Ziehl Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.  On March 27, 2007, the Debtor filed its plan and
disclosure statement.  San Diego's exclusive period to file a
chapter 11 plan expires on Oct. 15, 2007.  (Catholic Church
Bankruptcy News, Issue No. 101; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


CHAPARRAL STEEL: Board is Neutral on Gerdau Ameristeel Merger
-------------------------------------------------------------
Chaparral Steel Company's board of directors has elected to
express no opinion and remain neutral toward the offer by Gerdau
Ameristeel Corporation on Aug. 30, 2007, to purchase any and all
of Chaparral's outstanding 10% Senior Notes due 2013 and the
related consent solicitation.

The notes tender offer and related consent solicitation were  
conducted in connection with Gerdau Ameristeel Corporation's
agreement to acquire Chaparral.

Chaparral indicated that its board believes that each noteholder
should make its decision as to whether to tender on an individual
rather than a collective basis, based on that noteholder's
particular circumstances.

Chaparral further indicated that its board believes the
determination whether to tender is a financial decision to be made
by each noteholder, in consultation with the noteholder's
financial advisor, based on the terms of the offer made by Gerdau
Ameristeel Corporation.

For these reasons, Chaparral believes that it is not appropriate
for it to make a recommendation to noteholders regarding the
tender of their notes and expresses no opinion as to the course of
action that noteholders should take.

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 Corporation

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a   
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                 About  Chaparral Steel Company

Headquartered in Midlothian, Texas, Chaparral Steel Company  
(Nasdaq: CHAP)-- http://www.chaparralsteel.com/-- is a producer  
of structural steel products in North America.  The company is
also a producer of steel bar products.  The company operates two
mini-mills located in Midlothian, Texas and Dinwiddie County,
Virginia that together have an annual rated production capacity of
2.8 million tons of steel.  Founded in July 1973, the company
manufactures over 230 different types, sizes and grades of
structural steel and bar products.  The company markets its
products throughout the United States, Canada and Mexico, and to a
limited extent in Europe.  

                         *      *     *

Mood'y Investor Services assigned Ba3 on Chaparral Steel Company's
probability of default and long term corporate family ratings in
July 2007.


CITIFINANCIAL MORTGAGE: Fitch Holds "BB-" Rating on Class MV-3
--------------------------------------------------------------
Fitch Ratings has affirmed these CitiFinancial Mortgage Securities
Inc. issues:

Series 2003-3 Group 1
  -- Class AF at 'AAA';
  -- Class MF-1 at 'AA+';
  -- Class MF-2 at 'AA-';
  -- Class MF-3 at 'A'.

Series 2003-3 Group 2
  -- Class MV-3 at 'BB-'.

Series 2004-1 Group 1
  -- Class AF at 'AAA';
  -- Class MF-1 at 'AAA';
  -- Class MF-2 at 'AA+';
  -- Class MF-3 at 'AA';
  -- Class MF-4 at 'AA-';
  -- Class MF-5 at 'A+';
  -- Class MF-6 at 'A';
  -- Class MF-7 at 'A-';
  -- Class MF-8 at 'BBB+'.

Series 2004-1 Group 2
  -- Class MV-6 at 'A-';
  -- Class MV-7 at 'BBB+';
  -- Class MV-8 at 'BBB'.

The affirmations, affecting approximately $288 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.

The collateral of the above transactions consists of fixed-rate
and adjustable-rate mortgage loans extended to subprime borrowers
and secured by first liens on primarily one- to four- family
residential properties.  All of the loans were originated or
acquired by CitiFinancial Mortgage Company, a subsidiary of
Citigroup Inc., and are serviced by CitiMortgage (rated 'RPS1-' by
Fitch).

As of the August 2007 distribution date, the pool factor of series
2003-3 group 1 is 31%, series 2003-3 group 2 is 5%, series 2004-4
group 1 is 44%, and series 2004-4 pool 2 is 5%.  In addition, the
seasoning of series 2003-3 is 47 months and series 2004-4 is 41
months.  


COLEMAN CABLE: Commences Exchange Offer for 9-7/8% Senior Notes
---------------------------------------------------------------
Coleman Cable Inc. has launched an offer to exchange the
9-7/8% Senior Notes due 2012, that it sold on April 2, 2007, for
new 9-7/8% Senior Notes due 2012.

The exchange offer will expire at 5:00 p.m., New York time, on
Oct. 3, 2007, unless extended.  The Exchange Notes are identical
in all material respects to the Notes sold on April 2, 2007,
except that the Exchange Notes have been registered with the
Securities and Exchange Commission and are not subject to transfer
restrictions and registration rights relating to the existing
Notes.

Coleman Cable sold the existing Notes that are subject to the
offer to institutional investors in a private placement that was
exempt from registration under the U.S. Securities Act of 1933, as
amended.

Headquartered in Waukegan, Illinois, Coleman Cable Inc, (Nasdaq:
CCIX) -- http://www.colemancable.com/-- is a manufacturer and  
innovator of electrical and electronic wire and cable products for
security, sound, telecommunications, and electrical, commercial,
industrial and automotive industries.  

                          *     *     *

On March 21, 2007, Moody's Investors Service placed the long term
corporate family and probability of default ratings of Coleman
Cable Inc. at "B1" with a stable outlook.  The ratings apply to
date.


COLLINS & AIKMAN: Selling Three Industrial Facilities
-----------------------------------------------------
Collins & Aikman Corp. is selling three industrial facilities
located in Manchester and New Baltimore, Michigan and Farmville,
North Carolina, consisting of:

   * Manchester, Michigan -- 185,000+/- SF manufacturing
     facility constructed of brick, block and steel situated on
     16+/- acres.  Built in 1968, this facility includes 11
     dock doors.

   * New Baltimore, Michigan -- 87,400+/- SF manufacturing
     facility consisting of block and metal panel construction,
     and situated on 7.5+/- acres.

   * Farmville, North Carolina -- 590,200+/- SF warehouse
     facility constructed of concrete and situated on 66+/-
     acres.  This facility includes 21 dock high doors and
     ceiling heights of 18' - 30'.

The company has retained Keen Realty, LLC and CB Richard Ellis,
Inc. to market and sell these industrial facilities.

"Interested parties are encouraged to act quickly," Mike Matlat,
Keen Realty's Vice President, said.  "These properties are prime
facilities that are conveniently located to Interstates and major
highways."

Established in 1982, Keen Realty specializes in selling excess
assets and restructuring real estate and lease portfolios for
companies in bankruptcy and/or restructuring.  Keen Realty has had
extensive experience solving complex problems and evaluating and
selling real estate, leases and businesses.  Keen Realty, a leader
in identifying strategic investors and partners for businesses,
has consulted with hundreds of clients nationwide, and evaluated
and disposed of more than 20,000 properties containing nearly
2,000,000,000 sq. ft. across the country.

CB Richard Ellis Group, Inc. (NYSE:CBG), an S&P 500 company
headquartered in Los Angeles, is a commercial real estate services
firm.  With over 24,000 employees, the company serves real estate
owners, investors and occupiers through more than 300 offices
worldwide (excluding affiliate and partner offices).  CB Richard
Ellis offers strategic advice and execution for property sales and
leasing; corporate services; property, facilities and project
management; mortgage banking; appraisal and valuation; development
services; investment management; and research and consulting.

For more information regarding the sale of these properties,
contact:

     Keen Realty, LLC
     Attn: Mike Matlat
     60 Cutter Mill Road, Suite 214
     Great Neck, NY 11021
     Telephone: (516) 482-2700
     Fax: (516) 482-5764

Headquartered in Troy, Mich., Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtors with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed a Joint Chapter 11 Plan and a
Disclosure Statement explaining that plan.  On Dec. 22, 2006, they
filed an Amended Plan and on Jan. 22, 2007, filed a modified
Amended Plan.  On Jan. 25, 2007, the Court approved the adequacy
of the Disclosure Statement.  On July 18, 2007, the Court
confirmed the Debtors' Liquidation Plan.  The Debtors' cases are
set to be closed on Feb. 28, 2008.


CORD BLOOD AMERICA: Acquires CureSource Inc.'s Assets
-----------------------------------------------------
Cord Blood America Inc. has acquired the assets of CureSource
Inc., a private umbilical cord blood storage company in
Charleston, South Carolina.

"This is our third asset purchase as we continue to grow Cord
Blood America into a major umbilical cord blood storage company
worldwide," said Matthew Schissler, Chairman and CEO.

Cord Blood said that details of the transaction were not made
public.

"We are pleased with this transaction because Cord Blood America
believes, as we do, in affordable service and taking care of the
needs of the families," said CureSource Chairman Donald P. DeLuca,
Sr.

"The CureSource transaction provides us with additional customers,
and with a new territory to broaden the sales channels that the
CureSource staff vigorously developed.  This transaction extends
Cord Blood America's geographic reach and ensures that we are one
of the companies coming out on top as the industry consolidates,"
Mr. Schissler said.  "We view this as another major positive for
our Company and our investors."

                      Going Concern Doubt

Rose, Snyder & Jacobs, in Encino, California, expressed
substantial doubt about Cord Blood America Inc.'s ability to
continue as a going concern after auditing the company's balance
sheet for the years ended Dec. 31, 2006, and 2005.  The auditing
firm pointed to the company's recurring operating losses,
continuing use of cash in operating activities, insufficient
working capital and accumulated deficit at Dec. 31, 2006.

                    About Cord Blood America

Headquartered in West Hollywood, California, Cord Blood America
Inc. (OTCBB: CBAI) -- http://www.cordblood-america.com/-- is the
parent company of Cord Partners, which facilitates umbilical cord
blood stem cell preservation for expectant parents and their
children.  Collected through a safe and non-invasive process, cord
blood stem cells offer a powerful and potentially life-saving
resource for treating a growing number of ailments, including
cancer, leukemia, blood, and immune disorders.

The company, through its subsidiary Career Channel Inc., d/b/a
Rainmakers International, also provides television, radio and
internet advertising services to businesses that sell family based
products and services.


COUNTRYWIDE FIN'L: Weak Credit Market Prompts 900 Job Cuts
----------------------------------------------------------
Countrywide Financial Corporation will be laying off 900 workers
in addition to 500 announced last month as the company reduces
costs in the face of a drop in lending volumes and rising
defaults, The Wall Street Journal said on its Web site Thursday.

According to WSJ, the 900 layoffs were mainly in Countrywide's
mortgage-production divisions while the previous 500 job reduction
was in the company's Full Spectrum division, which handles loans
below prime quality, and in the unit that deals with loans
originated through brokers.

"Any further changes to the Countrywide organization will reflect
our ongoing strategy to align our business to the marketplace,"
the company was quoted by WSJ as saying.

                          BofA Deal

Last month, Countrywide received a $2 billion strategic equity
investment from Bank of America.  The transaction was completed
and funded Aug. 22, 2007.

Bank of America has invested $2 billion in the form of a non-
voting convertible preferred security yielding 7.25 percent
annually.  The security can be converted into common stock at
$18 per share, with resulting shares subject to restrictions
on trading for 18 months after conversion.

The agreement between the parties is subject to customary
standstill restrictions prohibiting the acquisition of beneficial
ownership of additional voting securities of Countrywide.

Goldman Sachs & Co. acted as financial advisor to Countrywide and
Wachtell, Lipton, Rosen & Katz served as legal advisor.  Bank of
America Securities acted as financial advisor to Bank of America,
and Cleary, Gottlieb, Stern & Hamilton served as legal advisors.

                      About Bank of America

Bank of America (NYSE:BAC) -- http://www.bankofamerica.com/-- is   
one of the world's largest financial institutions, serving
individual consumers, small and middle market businesses and large
corporations with a full range of banking, investing, asset
management and other financial and risk-management products and
services.  The company provides unmatched convenience in the
United States, serving 57 million consumer and small business
relationships with more than 5,700 retail banking
offices, more than 17,000 ATMs and award-winning online banking
with more than 22 million active users.  Bank of America is the
No. 1 overall Small Business Administration (SBA) lender in the
United States and the No. 1 SBA lender to minority-owned small
businesses.  The company serves clients in 175 countries and has
relationships with 98 percent of the U.S. Fortune 500 companies
and 80% of the Fortune Global 500.

                        About Countrywide

Founded in 1969, Countrywide Financial Corporation (NYSE: CFC) --
http://www.countrywide.com/-- is a diversified financial services    
provider and a member of the S&P 500, Forbes 2000 and Fortune 500.
Through its family of companies, Countrywide originates,
purchases, securitizes, sells, and services prime and nonprime
loans; provides loan closing services such as credit reports,
appraisals and flood determinations; offers banking services which
include depository and home loan products; conducts fixed income
securities underwriting and trading activities; provides property,
life and casualty insurance; and manages a captive mortgage
reinsurance company.  At July 31, 2007, Countrywide employed
61,586 workers, 34,326 of which originate loans.

                     Bankruptcy Speculation

As reported in the Troubled Company Reporter on Aug. 17, 2007,
Kenneth Bruce, a Merrill Lynch & Co. analyst in San Francisco,
raised the possibility that Countrywide might need to seek
protection from creditors under chapter 11 in a research report
entitled "Liquidity is the Achilles heel" distributed to Merrill
Lynch clients Wednesday.  "If liquidations occur in a weak market,
then it is possible for CFC to go bankrupt," Mr. Bruce wrote.  

With $216 billion in assets and $202 billion in liabilities,
Countrywide would be the largest chapter 11 filing in U.S. history
by those measures.  


CPI INT'L: Completes Redemption of $19.8MM Floating Sr. Notes
-------------------------------------------------------------
CPI International Inc., the parent company of Communications &
Power Industries Inc. has completed the redemption of $19,825,000
in principal amount of its Floating Rate Senior Notes due 2015.

The redemption price, including the call premium, paid to note
holders was 103% of the principal amount of the notes. Including
the call price and accrued and unpaid interest, the total cash
paid was $20,626,882.

The redemption price was funded from borrowings under CPI's new
revolving credit facility.  After this redemption, $22 million
aggregate principal amount of the Floating Rate Senior Notes due
2015 remain outstanding.

Headquartered in Palo Alto, California, CPI International Inc.  
(Nasdaq: CPII) -- http://www.cpii.com/--  provides microwave,  
radio frequency, power and control solutions for critical defense,
communications, medical, scientific and other applications.  Its
wholly-owned subsidiary, Communications & Power Industries Inc.
develops, manufactures and distributes products used to generate,
amplify and transmit high-power/high-frequency microwave and radio
frequency signals and/or provide power and control for various
applications.

                          *     *     *

As reported in the Troubled Company Reporter on July 26, 2007,
Moody's upgraded its ratings on CPI International Inc. including
the company's $22 million floating rate notes due 2015, which was   
lifted to B3 (LGD6, 95%) from Caa1 (LGD5, 89%).


CREDIT SUISSE: Moody's Junks Rating on $164,122 Class N Certs.
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the ratings of two classes and affirmed the ratings of
eight classes of Credit Suisse First Boston Mortgage Securities
Corp, Commercial Mortgage Pass-Through Certificates, Series 2001-
CK3 as:

-- Class A-3, $70,565,888, affirmed at Aaa
-- Class A-4, $582,406,000, affirmed at Aaa
-- Class A-X, Notional, affirmed at Aaa
-- Class B, $42,262,000, affirmed at Aaa
-- Class C, $56,348,000, affirmed at Aaa
-- Class D, $11,268,000, affirmed at Aaa
-- Class E, $14,088,000, upgraded to Aaa from Aa3
-- Class F, $25,357,000, upgraded to Aa2 from A3
-- Class G-1, $8,000,000, upgraded to A2 from Baa2
-- Class G-2, $11,722,000, upgraded to A2 from Baa2
-- Class H, $14,088,000, affirmed at Ba1
-- Class J, $24,793,000, affirmed at Ba2
-- Class K, $9,016,000, downgraded to B2 from B1
-- Class N, $164,122, downgraded to C from Ca

As of the Aug. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 20.8% to
$892.6 million from $1.13 billion at securitization.  The
certificates are collateralized by 156 mortgage loans, ranging in
size from less than 1% to 5.1% of the pool, with the top 10 loans
representing 33.3% of the pool.  The pool includes two shadow
rated loans representing 10.2% of the outstanding loan balance.  
Forty-one loans, representing 36.9% of the pool, have defeased and
are collateralized with U.S. Government securities.  Eight loans
have been liquidated from the trust resulting in an aggregate
realized loss of about $21.2 million. There are no loans in
special servicing currently. Twenty-four loans, representing 11.6%
of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
95.8% of the pool.  Moody's loan to value ratio for the conduit
component, excluding defeased loans, is 88.5%, compared to 87.1%
at Moody's last full review in July 2006 and compared to 89.1% at
securitization.  Moody's is upgrading Classes E, F, G-1 and G-2
due to defeasance and increased subordination levels. Moody's is
downgrading Classes K and N due to realized losses and LTV
dispersion.  Based on Moody's analysis 29.7% of the conduit pool
has a LTV greater than 100%, compared to 15.1% at last review and
compared to 2% at securitization.

The largest shadow rated loan is the Atrium Mall Loan
($45.6 million - 5.1%), which is secured by a 214,800 square foot
enclosed shopping center located about nine miles west of downtown
Boston in Chestnut Hill, Massachusetts.  As of December 2006, the
center was 94.7% occupied, compared to 94.3% at last review and
compared to 92% at securitization. Performance improved due to
higher revenue and loan amortization.  Moody's current shadow
rating is A1, compared to A2 at last review and compared to A1 at
securitization.

The second shadow rated loan is the Almaden Plaza Loan
($45.2 million -- 5.1%), which is secured by a 544,900 square foot
power/community center located in San Jose, California. Major
tenants include Costco Wholesale (25% GLA; lease expiration
February 2017), Bed Bath & Beyond (11.4% GLA; lease expiration
January 2010) and T.J. Maxx (9.9% GLA; lease expiration April
2012).  Performance has been stable.  As of December 2006, the
center was 100% occupied, compared to 97% at last review and
compared to 99.0% at securitization.  Moody's current shadow
rating is Baa3, the same as at last review and compared to Ba1 at
securitization.

The top three conduit loans represent 6.4% of the outstanding pool
balance.  The largest conduit loan is the Rambus, Inc. Loan ($27.5
million - 3.1%), which is secured by a 96,600 square foot office
building located about 10 miles northwest of San Jose in Los
Altos, California.  The property was built in 2000 and serves as
the corporate headquarters of Rambus, Inc. (100% NRA; lease
expiration December 2010).  Moody's LTV is in excess of 100%, the
same as at last review and compared to 97.5% at securitization.

The second largest conduit loan is the Peninsula Marketplace Loan
($15.1 million -- 1.7%), which is secured by a 95,416 square foot
community shopping center located in Huntington Beach, California.  
Moody's LTV is 94.2%, compared 93.7% at last review and compared
to 94% at securitization.

The third largest conduit loan is the Four Seasons Apartments Loan
($14.8 million - 1.7%), which is secured by a 244-unit apartment
complex located in Raleigh, North Carolina.  The loan is on the
master servicer's watchlist due to low debt service coverage.  
Performance has suffered due to the recent addition of 2,200 new
rental units to the area's supply.  Moody's LTV is in excess of
100%, the same as at last review and compared to 94.6% at
securitization.


DELPHI CORP: Settles with GM; Files Reorganization Plan
-------------------------------------------------------
Delphi Corp. signed definitive settlement and restructuring
agreements with General Motors Corp. and filed its proposed Joint
Plan of Reorganization and related Disclosure Statement with the
U.S. Bankruptcy Court for the Southern District of New York.

Delphi's comprehensive settlement with GM resolves all outstanding
issues between Delphi and GM including: litigation commenced in
March 2006, by Delphi, to terminate certain supply agreements with
GM; all potential claims and disputes with GM arising out of the
separation of Delphi from GM in 1999; certain post-separation
claims and disputes between Delphi and GM; the proofs of claim
filed by GM against Delphi in Delphi's Chapter 11 cases; GM's
treatment under Delphi's proposed plan of reorganization; and
various other legacy and ordinary course business matters between
the companies.

The proposed Plan and related Disclosure Statement includes
detailed information regarding the treatment of claims and
interests, the company's five-year business plan, events leading
up to and during Delphi's Chapter 11 cases, and an outline of the
plan investor agreement and rights offering.  Delphi's emergence
timetable calls for the company to obtain exit financing
commitments early in the fourth quarter of 2007.

The proposed plan also outlines Delphi's transformation centering
around five core areas:

   -- Agreements reached with all principal U.S. labor unions
      which create a competitive arena in which to conduct its
      business;

   -- Agreements with General Motors outlining its financial
      support for certain legacy and labor costs and certain
      future business commitments to Delphi;

   -- Delphi's future product portfolio and manufacturing
      footprint;

   -- Delphi's planned transformation of its salaried workforce
      and progress in reducing SG&A to support its realigned
      portfolio; and

   -- Delphi's plans to fund its U.S. defined benefit programs.

"The filing of Delphi's Plan of Reorganization and Disclosure
Statement is a significant milestone for our company," Rodney
O'Neal, Delphi CEO and president, said.  "Each of the numerous
moving pieces to our transformation are coming together.  In
recent months, we have announced a new equity investment agreement
with our Plan Investors and agreed on consensual distributions
with our Statutory Committees for both our creditors and equity
holders.  Additionally, we completed our labor transformation with
our six U.S. unions, settled complex multi-district ERISA and
securities litigation, and finalized comprehensive settlement and
restructuring agreements with GM.  While achieving these
transformation objectives, we also continued to support our
customers and deliver operational excellence every step of the
way.  Delphi has made great progress toward its stated
transformation goals and is intensely focused on completing the
remaining items in order to successfully emerge from Chapter 11 as
a more competitive technology leader."

               Plan of Reorganization Framework

Delphi's plan of reorganization is based upon a series of global
settlements and compromises that involve every major group of
constituents in Delphi's reorganization cases, including: Delphi,
its principal U.S. labor unions, GM, the statutory creditors' and
equity holders' committees appointed in Delphi's Chapter 11 cases
and the lead plaintiffs in certain securities and ERISA
multidistrict litigation.

The Plan provides for a recovery through a plan distribution of
reorganized Delphi common stock and cash amounting to the
principal amount of the claim plus accrued interest at a
negotiated plan value for general unsecured creditors, and agreed
upon distributions to other classes of creditors and interests.  
GM will receive a $2.7 billion cash distribution in satisfaction
of certain of its claims against Delphi.  As part of the
settlement of the multidistrict ERISA and securities litigation,
distributions will be made under three plan classes using plan
currency in the same form, ratio, and treatment as what will be
used to satisfy the holders of general unsecured claims.  Allowed
claims and interests for these three plan classes total $24.5
million for the ERISA plan class and a total of $204 million for
the debt securities class and the common stock securities class.  
Holders of existing Delphi common stock will receive a
distribution of shares of reorganized Delphi, five-year warrants
exercisable to purchase shares of reorganized Delphi, and
transferable and non-transferable subscription rights to purchase
shares of reorganized Delphi.

The settlements embodied by the Plan feature rights offerings that
will be conducted after confirmation of the Plan and which will
allow Delphi's common stockholders, who are holders of shares of
Delphi common stock as of the date when the Confirmation Hearing
commences, to purchase,

   (i) through the exercise of transferable rights,
       approximately 28% of the common stock of reorganized  
       Delphi at a discount to the negotiated plan value, and

  (ii) through the exercise of non-transferable rights, up to
       $572 million worth of shares (in the aggregate) of
       reorganized Delphi at the negotiated plan enterprise
       value price of $45 per share.

The rights offerings are expected to commence following
confirmation of Delphi's plan of reorganization and conclude 30
days thereafter prior to Delphi's emergence from Chapter 11
reorganization.

The rights will be issued only to those individuals who are
holders of Delphi's existing common stock as of the date the
Confirmation Hearing commences and after the Bankruptcy Court has
confirmed the company's Plan and the SEC has approved Delphi's
registration statement for the Rights Offerings.

                     Labor Transformation

Delphi previously negotiated and signed Memoranda of Understanding
with each of its six U.S. unions and GM covering site plans,
workforce transition as well as other comprehensive
transformational issues.  In addition, pursuant to the attrition
agreements, over 24,000 employees voluntarily retired, accepted
buy outs or opted to flow back to GM within provisions of
negotiated attrition plans.  Delphi will continue to own and
operate four UAW-represented sites, three IUE-CWA-represented
sites and one USW-represented site.  Additionally, 25 North
American sites will be sold or closed.

                    GM Settlement Agreements

Pursuant to the company's Plan, subject to Bankruptcy Court
approval as part of the plan confirmation process, Delphi and GM
have entered into comprehensive settlement agreements consisting
of a Global Settlement Agreement.  Most obligations set forth in
the GSA are to be performed upon the occurrence of the Effective
Date of the Plan or as soon as reasonably possible after.  By
contrast, resolution of most of the matters addressed in the MRA
will require a significantly longer period that will extend for a
number of years after confirmation of the Plan.

The GSA is intended to resolve outstanding issues among Delphi and
GM that have arisen or may arise before Delphi's emergence from
Chapter 11, and will be implemented by Delphi and GM in the short
term.  The GSA addresses, among other things, commitments by
Delphi and GM regarding OPEB and pension obligations, other GM
contributions with respect to labor matters, releases, and claims
treatment.

   -- GM will make significant contributions to cover costs  
      associated with certain post-retirement benefits for
      certain of the company's active and retired hourly
      employees, including health care and life insurance;

   -- Delphi will freeze its Hourly Pension Plan as soon as
      possible following the Effective Date, as provided in the
      union settlement agreements, and GM's Hourly Pension Plan
      will become responsible for certain future costs related
      to Delphi's Hourly Pension Plan;

   -- Delphi will transfer certain assets and liabilities of
      its Hourly Pension Plan to the GM Hourly Pension Plan, as
      set forth in the union term sheets;

   -- Shortly after the effective date, GM will receive an
      interest bearing note from Delphi in the amount of
      $1.5 billion to be paid within 10 days of its issuance;

   -- GM will make significant contributions to Delphi to fund
      various special attrition programs, consistent with the
      provisions of the union Memorandum of Understanding;

   -- GM and certain related parties and Delphi and certain
      related parties will exchange broad, global releases
      (which will not apply to certain surviving claims as set
      forth in the GSA); and

   -- On the Effective Date, subject to certain surviving
      claims in the GSA and in satisfaction of various GM
      claims, Delphi will pay GM $2.7 billion, and the GM Proof
      of Claim will be settled.

The MRA is intended to govern certain aspects of Delphi and GM's
commercial relationship following Delphi's emergence from Chapter
11.  The MRA addresses, among other things, the scope of GM's
existing and future business awards to Delphi and related pricing
agreements and sourcing arrangements, GM commitments with respect
to reimbursement of specified ongoing labor costs, the disposition
of certain Delphi facilities, and the treatment of existing
agreements between Delphi and GM.

Through the MRA, Delphi and GM have agreed to certain terms and
conditions governing, among other things:
     
   -- the scope of existing business awards, related pricing
      agreements, and extensions of certain existing supply
      agreements;

   -- GM's ability to move production to alternative suppliers;
      and

   -- Reorganized Delphi's rights to bid and qualify for new
      business awards.

   a) GM will make significant, ongoing contributions to Delphi
      and Reorganized Delphi to reimburse the company for labor
      costs in excess of $26 per hour at specified
      manufacturing facilities;

   b) GM and Delphi have agreed to certain terms and conditions
      concerning the sale of certain of its non-core
      businesses;

   c) GM and Delphi have agreed to certain additional terms and
      conditions if certain of its businesses and facilities
      are not sold or wound down by certain future dates; and

   d) GM and Delphi have agreed to the treatment of certain
      contracts between Delphi and GM arising from Delphi's
      separation from GM and other contracts between Delphi and
      GM.

                       Product Portfolio

Delphi plans to focus its product portfolio on those core
technologies for which the company has significant competitive
advantages and can provide the greatest support and
differentiation to its customers in automotive, aftermarket,
consumer electronics, and adjacent markets such as commercial
vehicles, medical systems, computers, aerospace and transportation
products.  To that end, the company is focusing the organization
on these core strategic product lines:

   -- Controls & Security (Body Security, Mechatronics, and
      Displays);

   -- Electrical/Electronic Architecture (Electrical/Electronic
      Distribution Systems, Connection Systems, and Electrical
      Centers);

   -- Entertainment & Communications (Audio, Navigation, and
      Telematics);

   -- Powertrain (Diesel and Gas Engine Management Systems);

   -- Safety (Occupant Protection and Safety Electronics); and

   -- Thermal (Climate Control & Powertrain Cooling).

During these Chapter 11 cases, Delphi has made substantial
progress in identifying and implementing the sale (or receiving
Bankruptcy Court approval to sell) or wind down of those
facilities and business lines that do not support the company's
future strategic framework, including:

   -- The sale of the brake hose manufacturing business in
      Dayton, Ohio to Harco Manufacturing Group, LLC.

   -- The settlement of a social plan in the "Concurso," or
      Spanish insolvency proceeding, of Delphi Automotive
      Systems Espana S.L.;

   -- The sale of the brake components business, including a
      manufacturing plant in Saltillo, Mexico, to Robert Bosch
      LLC and its affiliate Frenados Mexicanos, S.A. de C.V.;

   -- The sale of substantially all of the assets of
      MobileAria, Inc. to Wireless Matrix USA, Inc.;

   -- The sale of a battery manufacturing facility in New
      Brunswick, New Jersey, to Johnson Controls, Inc.;

   -- The wind-down of a Delphi Medical Texas facility in
      Houston, Texas;

   -- The consolidation of fuel injector production in
      Rochester, New York during 2006-2007, which allowed the
      Debtors to wind down a manufacturing facility in
      Coopersville, Michigan; and

  -- The sale of the catalyst business to Umicore.

The company has also been in discussions regarding the sale of
Delphi's Steering, Bearings and Interior and Closures businesses.  
The company will continue with its stated plans to sell or wind-
down additional non-core product lines and manufacturing sites
through 2008.

                   Salaried Restructuring

On Jan. 1, 2007, Delphi implemented a new organizational structure
surrounding the company's Product Business Units to increase focus
on the product and customer.  As part of its organizational
restructuring, Delphi previously announced that it expects to
reduce its global salaried workforce by as many as 8,500
employees.  In addition, Delphi has commenced the implemention of
an SG&A cost savings plan, which should realize savings of
approximately $450 million per year (in addition to savings
realized from competitive measures planned for its core businesses
and the disposition of non-core assets) and includes these
initiatives:

   -- streamlining of the corporate structure of the
      organization;

   -- streamlining of divisional/product business units' SG&A
      in finance, human resources, and customer interaction
      processes;

   -- transformation of information technologies, the creation
      of information technologies shared services and the
      exploration of other opportunities to reduce costs; and

   -- creation of a finance, human resources, and sales shared
      services organization.

Also, as part of its equity investment agreement, Delphi is
implementing a competitively-benchmarked executive compensation
program for its continuing salaried executives as part of its plan
of reorganization and emergence from Chapter 11.

                       Pension Plans

One of Delphi's principal goals throughout Chapter 11 was to
retain the benefits accrued under the existing defined benefit
U.S. pension plans for both the hourly and salaried workforce.  To
accomplish this, Delphi will freeze the current hourly and
salaried U.S. pension plans as of the first of the month following
the Effective Date of the Plan and replace them with contemporary
plans.

As part of the resolution of its pension issues, Delphi obtained
temporary waivers of its minimum funding requirements from the IRS
and the PBGC, under the hourly plan and the salaried plan.  By
obtaining the waivers, Delphi can delay its minimum funding
requirements from June 15, 2007, through the expected Effective
Date of its Plan of Reorganization.

Delphi will also facilitate the transfer of $1.5 billion of the
company's net hourly pension obligations to GM's Hourly Pension
Plan under applicable federal law.  On the date of such transfer,
GM will receive a note in the principal amount of $1.5 billion
that will be paid in full within 10 days of issuance.  This
transfer facilitates Delphi's resolution of its pension issues and
will help allow Delphi to make up required contributions to the
plans that were not made in full during Chapter 11.

                 Equity Investment Agreement

On July 18, 2007, Delphi accepted a proposal for an Equity
Purchase and Commitment Agreement with affiliates of lead investor
Appaloosa Management L.P.; Harbinger Capital Partners Master Fund
I, Ltd.; Merrill Lynch, Pierce, Fenner & Smith Inc.; UBS
Securities LLC; Goldman Sachs & Co.; and Pardus Capital
Management, L.P. to invest up to $2.55 billion in preferred and
common equity in reorganized Delphi to support the company's
transformation plan and its plan of reorganization.

Under the terms of the Equity Purchase and Commitment Agreement,
the Plan Investors will purchase $800 million of convertible
preferred stock and approximately $175 million of common stock in
the reorganized company.  Additionally, the Plan Investors will
commit to purchasing any unsubscribed shares of common stock in
connection with an approximately
$1.6 billion rights offering that will be made available to
existing common stockholders subject to approval of the Bankruptcy
Court and satisfaction of other terms and conditions.

While the filing of the Plan and related Disclosure Statement was
made by Delphi after consultation with the Plan Investors, the
Plan Investors have not approved the Plan or related Disclosure
Statement and the filing does not waive or modify any of Delphi's
or the Plan Investors' rights and/or obligations under the
Investment Agreement.

                       Exit Financing

In addition to the equity funds to be raised from the Plan
Investors and the proposed Rights Offerings, the company is in
discussions with lenders of syndicated debt and corporate high-
yield debt to raise an amount sufficient to repay the DIP
facilities and conduct its post-reorganization operations.  
Delphi's emergence timetable calls for the company to obtain exit
financing commitments early in the fourth quarter of 2007.

            Emergence Corporate Governance Structure

The company's recently concluded Equity Purchase and Commitment
Agreement with its Plan Investors details certain corporate
governance provisions for the reorganized Delphi.  Under the terms
of the proposed plan, reorganized Delphi would be governed by a
new nine-member Board of Directors including an Executive Chairman
and the company's current CEO.  Subject to certain conditions, a
super-majority of the directors (6 of 9) would be required to be
independent of reorganized Delphi under applicable exchange rules
and independent of the Plan Investors.

A five-member selection committee has been formed to select the
company's post-emergence Executive Chairman, to interview and
approve all directors nominated for the Board, and make the
initial appointment of directors to all Board committees.

Full-text copies of the Global Settlement Agreement between Delphi
and GM, and Delphi's Plan of Reorgnization and Disclosure
Statement are available for free at:

             http://ResearchArchives.com/t/s?231c

                           About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs       
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

                       About Delphi Corp.

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

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

The Adequacy Hearing for the Disclosure Statement is scheduled for
Oct. 3, 2007.  The Debtors' exclusive plan-filing period expires
on Dec. 31, 2007.


DON PABLO'S: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Avado Brands, Inc.
        aka Applesouth
        150 Hancock Street
        Madison, GA 30650

Bankruptcy Case No.: 07-11276

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Don Pablo's Holding Corp.               07-11277
      Don Pablo's Limited Inc.                07-11278
      Don Pablo's of Texas L.P.               07-11279
      Don Pablo's Operating Corp.             07-11280
      Hops of Alexandria, Inc.                07-11281
      Hops Grill and Bar, Inc.                07-11282
      Hops NEF, Inc.                          07-11283
      The Hops Northeast Florida              07-11284
         Joint Venture No. III
      Hops of Baltimore County, LLC           07-11285
      Hops of Virginia, Ltd.                  07-11286

Type of Business: The group of companies operates about 120
                  casual dining restaurants under the banners
                  Don Pablo's Mexican Kitchen and Hops
                  Grillhouse & Brewery.
                  See http://www.avado.com/

Chapter 11 Petition Date: September 5, 2007

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: Donald J. Detweiler, Esq.
                  Sandra G.M. Selzer, Esq.
                  Greenberg Traurig, LLP
                  1007 North Orange Street
                  The Nemours Building
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' Consolidated List of their 30 Largest Unsecured
Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
DMA/Gordon Food Service Inc.     Trade Debt               $574,567
333 50th Street Southwest
P.O. Box 2087
Grand Rapids, MI 49501

Alix Partners LLC                Consulting Fees          $300,000
2000 Town Center, Suite 2400
Southfield, MI 48075

DMA/Reinhart Foodservice, Inc.   Trade Debt               $138,364
1500 St. James Street
LaCrosse, WI 54602

The Boelter Co., Inc.            Trade Debt                $62,300

DMA/Ben E. Keith Foods           Trade Debt                $39,648

Southern Wine & Spirits of       Trade Debt                $28,419
North Florida

GSC Service, Inc.                Trade Debt                $26,938

Trimark Foodcraft                Trade Debt                $24,253

Food Service Technologies        Trade Debt                $16,656

Daniels & Lewis, LLC             Trade Debt                $14,394

Sirna & Sons Produce             Trade Debt                $13,997

National Contracting Services    Trade Debt                $13,899

Revenue Management               Trade Debt                $13,750
Solutions LLC

TWC Services, Inc.               Trade Debt                $11,513

Produce Distribution             Trade Debt                $10,662
Center, LLC

Olinger Distribution             Trade Debt                $10,254

American Express                 Trade Debt                $10,221

Sigel's Beverages, L.P.          Trade Debt                 $9,745

Creative Lodging                 Trade Debt                 $9,271

Edwards Electrical & Mechanical  Trade Debt                 $8,288

Altemp Mechanical Inc.           Trade Debt                 $7,566

Fishbowl Inc.                    Trade Debt                 $7,562

Quality Wine                     Trade Debt                 $7,388

Belram Foodservice Group         Trade Debt                 $7,211

Performance Air                  Trade Debt                 $6,991
Mechanical, Inc.

DMA/Shamrock Foods Co.           Trade Debt                 $6,860

Miros ITS                        Trade Debt                 $6,652

Three G Services, Inc.           Trade Debt                 $6,492

Eoccure                          Trade Debt                 $6,090

EHS Management of MN             Trade Debt                 $6,000


DONALD BAILEY: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Donald H. Bailey
        1552 Wilmington Island Road
        Savannah, GA 31410

Bankruptcy Case No.: 07-41381

Chapter 11 Petition Date: September 4, 2007

Court: Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America/Fleet          personal guarantee        $448,555
Business Credit                on note
305 West Big Beaver Road,
Suite 400
Troy, MI 48084

Bank of America                personal guarantee        $140,000
c/o Inglesby, Falligant Home   on note
17 West McDonough Street
Savannah, GA 31401

C.F.C. Investment Company      judgment                  $128,575
c/o Bernard Kistler, Esq.
3700 Crestwood Parkway,
Northwest, Suite 440
Duluth, GA 30096

Capital One Bank               credit card                $25,793

Cincinnati Insurance Co.       judgment                   $14,224

Advanta Bank Corp.             credit card                 $9,270

Back Solutions, Inc. &         suit filed in South         $4,000
Atlantic Occ. Healt.           Carolina

Discover                       credit card                 $3,951


DYNAMOTIVE ENERGY: Incurs $3.5 Mil. Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
Dynamotive Energy Systems Corporation disclosed on Aug. 30, 2007,
its results of operations for the second quarter ended June 30,
2007.

The company incurred a net loss of $3.5 million for the second
quarter ended June 30, 2007,, compared with a net loss of
$3.8 million for the same period a year ago.  The lower overall
loss represents more activity in almost all business areas,
partially offset by lower non-cash charges.

The company reported zero revenues in both periods.

"During the second quarter and since it ended June 30th, the
company continued to make significant progress as we ready our new
modular 200 tonne-per-day Guelph, Ontario, BioOil(R) biofuel plant
for full operation," commented Andrew Kingston, Dynamotive's
president and chief executive officer.  "Recent business
developments which will help pave the way for the company's future
growth include reaching a letter of agreement with Mitsubishi
Corporation and deepening our relationship with the Consensus
Business Group through the merger of a jointly held affiliate into
Dynamotive."

"Initial revenue from the Guelph plant and the expanded West Lorne
operation will commence in the near future, and our business
development position will improve significantly as we enter
operating status," Mr. Kingston noted.  "As we approach operating
status at these two plants, international interest is growing,
with advanced development activities in Europe and South America,
and accelerating project development activity occurring in the
United States."

Concluding his remarks, Mr. Kingston said: "With the continued
volatility and insecurity of world energy markets and ever greater
attention being paid to environmental issues, Dynamotive is also
well positioned to be a leader in the Biomass to BioOil sector of
the alternative energy market."

At June 30, 2007, the company's consolidated balance sheet showed
$48.8 million in total assets, $9.8 million in total liabilities,
$1.9 million in non-controlling interest, and $37.1 million in
total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $3.1 million in total current
asseta available to pay $9.1 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?230f

                       Going Concern Doubt

BDO Dunwoody LLP, in Vancouver, Canada, conducted its audit of
Dynamotive Energy Systems Corp.'s consolidated financial
statements for the years ended Dec. 31, 2006, and 2005, in
accordance with Canadian reporting standards which do not permit a
reference to conditions and events casting substantial doubt about
the company's ability to continue as a going concern when these
are adequately disclosed in the financial statements.

Dynamotive Energy incurred a loss of $14.3 million for the year
ended Dec. 31, 2006.  The company's ability to continue as a going
concern is dependent on achieving profitable operations,
commercializing its BioOil production technology and obtaining the
necessary financing in order to develop this technology.

                     About Dynamotive Energy

Headquartered in Vancouver, Canada, Dynamotive Energy Systems
Corporation (OTC BB: DYMTF.OB) -- http://www.dynamotive.com/-- is  
an energy solutions provider with offices in the USA, UK
and Argentina.  Its carbon/greenhouse gas neutral fast pyrolysis
technology uses medium temperatures and oxygen-less conditions to
turn dry waste biomass and energy crops into BioOil(TM) for power
and heat generation.  BioOil(TM) can be further converted into
vehicle fuels and chemicals.


E*TRADE CDO: Moody's May Cut "Ba1" Rating on $5 Mil. Class D Notes
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by E*Trade ABS
CDO IV, LTD. on review for possible downgrade:

-- Class Description: $17,000,000 Class C Fourth Priority
    Mezzanine Deferrable Secured Floating Rate Notes Due 2042

    Prior Rating: Baa2

    Current Rating: Baa2, on review for possible downgrade

-- Class Description: $5,000,000 Class D Fifth Priority
    Mezzanine Deferrable Secured Floating Rate Notes Due 2042

    Prior Rating: Ba1

    Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ELLINGTON LOAN: Moody's Puts Ba1 Rating on Class B-4 Certificates  
-----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Ellington Loan Acquisition Trust 2007-1 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by fixed-rate and adjustable-rate,
subprime residential mortgage loans originated by Fremont
Investment & Loan (100%).  The ratings are based primarily on the
credit quality of the loans and on the protection against credit
losses provided by subordination, overcollateralization and excess
interest.  The securitization is a party in an interest-rate swap
agreement, with Morgan Stanley Capital Services, Inc. as the
counterparty.  Moody's expects collateral losses to range from
7.45% to 7.95%.

Wilshire Credit Corporation will service the mortgage loans and
Wells Fargo Bank, N.A. will act as master servicer.  Moody's has
assigned Wilshire Credit Corporation its servicer quality rating
of SQ1- as a servicer of subprime mortgages.  Moody's has assigned
Wells Fargo Bank, N.A. its top servicer quality rating of SQ1 as a
master servicer of mortgages.

The complete rating actions are:

Ellington Loan Acquisition Trust 2007-1

Mortgage Pass-Through Certificates, Series 2007-1

-- Class A-1, Assigned Aaa
-- Class A-2a1, Assigned Aaa
-- Class A-2a2, Assigned Aaa
-- Class A-2b, Assigned Aaa
-- Class A-2c, Assigned Aaa
-- Class A-2d, Assigned Aaa
-- Class M-1, Assigned Aa1
-- Class M-2, Assigned Aa2
-- Class M-3, Assigned Aa3
-- Class M-4, Assigned A1
-- Class M-5, Assigned A2
-- Class M-6, Assigned A3
-- Class B-1, Assigned Baa1
-- Class B-2, Assigned Baa2
-- Class B-3, Assigned Baa3
-- Class B-4, Assigned Ba1


ENHANCED MORTGAGE: Moody's Reviews "Ca" Class A-3 Certs. Rating
---------------------------------------------------------------
Moody's Investors Service took action on the one class of notes
issued by Enhanced Mortgage-Backed Securities Fund V Limited., a
Market Value CDO issuer:

-- $20,000,000 Class A-3 Subordinated Notes due 2012

Prior rating: Caa3, on review for possible downgrade

Current rating: Ca

According to Moody's, the rating action reflects that an Early
Liquidation Event was triggered on August 30 and the assets in the
portfolio are being liquidated to delever the transactions
liabilities.

Moody's noted that the ratings action take into account the
current stressful market conditions.  While the underlying assets
remain highly rated, the unprecedented illiquidity in the market
for mortgage backed securities has created a high level of
uncertainty around the valuation of the assets, which makes it
difficult to assess the probability of the manager achieving
certain prices.

Class A-1 Notes and Class A-2 Notes remain on watch for possible
downgrade.


EPIX PHARMA: June 30 Balance Sheet Upside-Down by $67.2 Million
---------------------------------------------------------------
Epix Pharmaceuticals Inc.'s consolidated balance sheet showed
$95.3 million in total assets and $162.5 million in total
liabilities, resulting in a $67.2 million total stockholders'
deficit.

The company incurred a net loss of $18.0 million for the second
quarter of 2007, an increase from the $3.2 million net loss for
the same period in 2006, primarily due to an increase in research
and development expenses associated with the therapeutic pipeline.

Total revenues in the second quarter rose to $1.8 million from
$1.4 million.

Research and development expenses rose from $3.1 million to
$14.8 million due to expenses associated with four ongoing
clinical development programs, as well as preclinical programs and
internal costs, which began after the acquisition of Predix
Pharmaceuticals Holdings Inc. was completed on Aug. 16, 2006.

General and administrative expense increased to $4.5 million in
the second quarter of 2007 from $1.8 million in the second quarter
of 2006, primarily due to costs associated with the increase in
personnel and infrastructure relating to the Predix acquisition.

As of June 30, 2007, EPIX had cash, cash equivalents and short-
term investments of $76.4 million compared to $109.5 million on
Dec. 31, 2006.

EPIX currently has $100.0 million of convertible debt outstanding.

"We are very pleased by our achievement this quarter of several
corporate goals, including the promising results from our Phase 1b
clinical trial of PRX-07034 in both cognitive function and obesity
and greater clarity regarding the regulatory path forward for
Vasovist," said Michael G. Kauffman, M.D., Ph.D., chief executive
officer of EPIX.  

Dr. Kauffman added, "Over the next several months we will be
focused on continuing to strategically advance our clinical
development programs.  Specifically, we are looking forward to
data from several of our key programs, including safety and
tolerability findings from our Phase 2a trial in PH associated
with COPD in the short-term, safety and dosing information from
our Alzheimer's Phase 2a combination trial in the fourth quarter
of 2007 and efficacy data from our Phase 2b clinical trial in
depression in the first half of 2008."

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?230b

                    About EPIX Pharmaceuticals

Headquartered in Lexington, Mass., EPIX Pharmaceuticals Inc.
(NasdaqGM: EPIX) -- http://www.epixmed.com/-- is a   
biopharmaceutical company focused on discovering and developing
novel therapeutics through the use of its proprietary and highly
efficient in silico drug discovery platform.  The company has a
pipeline of internally-discovered drug candidates currently in
clinical development to treat diseases of the central nervous
system and lung conditions.  EPIX also has collaborations with
leading organizations, including GlaxoSmithKline, Amgen, Cystic
Fibrosis Foundation Therapeutics, and Bayer Schering Pharma AG,
Germany.


FIRST BANCORP: Paying S. A-E Preffered Share Dividends on Sept. 28
------------------------------------------------------------------
First BanCorp's board of directors has declared the next payment
of dividends on Common, Series A through E Preferred and Trust
Preferred I & II shares.

Common stockholders of record as of Sept. 15, 2007, will receive
the 49th consecutive quarterly dividend payment declared by First
BanCorp's board, in the amount of $0.07 per share for the 3rd
quarter of 2007, payable on Sept. 28, 2007.
    
The estimated dividend amounts per share, record dates and payment
dates for the Series A through E Preferred Shares are:
    
     a) Series: A
        $Per/share: 0.1484375
        Record Date:  Sept. 27, 2007
        Payment Date: Oct. 1, 2007

     b) Series: B
        $Per/share: 0.17395833
        Record Date: Sept. 15, 2007
        Payment Date: Oct. 1, 2007

     c) Series: C
        $Per/share: 0.1541666  
        Record Date: Sept. 15, 2007
        Payment Date:Oct. 1, 2007

     d) Series: D
        $Per/share: 0.15104166  
        Record Date: Sept. 15, 2007
        Payment Date: Oct. 1, 2007

     e) Series: E
        $Per/share: 0.14583333
        Record Date: Sept. 15, 2007
        Payment Date: Oct. 1, 2007

Approval was obtained as a part of First BanCorp's agreement with
the board of governors of the Federal Reserve System.
    
                       About First BanCorp
   
Based in Santurce, Puerto Rico, First BanCorp (NYSE: FBP) --
http://www.firstbancorppr.com/-- is the parent corporation of  
FirstBank Puerto Rico, a state chartered commercial bank with
operations in Puerto Rico, the Virgin Islands and Florida; of
FirstBank Insurance Agency; and of Ponce General Corporation.
First BanCorp, FirstBank Puerto Rico and FirstBank Florida,
formerly UniBank, the thrift subsidiary of Ponce General, all
operate within U.S. banking laws and regulations. The Corporation
operates a total of 151 financial services facilities throughout
Puerto Rico, the U.S. and British Virgin Islands, and Florida.
Among the subsidiaries of FirstBankPuerto Rico are Money Express,
a finance company; First Leasing and Car Rental, a car and truck
rental leasing company; and FirstMortgage, a mortgage origination
company.  In the U.S. Virgin Islands, FirstBank operates First
Insurance VI, an insurance agency; First Trade, Inc., a foreign
corporation management company; and First Express, a small loan
company.

                         *     *     *

In February 2007, Fitch Ratings affirmed First BanCorp's long-term
Issuer Default Rating of 'BB' and Individual rating of 'C/D' and
removed the Rating Watch Negative.  The rating outlook is
negative.


FORD CREDIT: Fitch Affirms BB+ Rating on Class D Loan
-----------------------------------------------------
Fitch Ratings has affirmed seven classes of the Ford Credit Auto
Owner Trust 2006-B transaction, as part of its on going
surveillance process, as:

  -- Class A-2a at 'AAA';
  -- Class A-2b at 'AAA';
  -- Class A-3 at 'AAA';
  -- Class A-4 at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB+';
  -- Class D at 'BB+'.

The affirmations are a result of continued available credit
enhancement in excess of stressed remaining losses.  Current
principal allocation and expected future cash flows are also
contributing factors.  The class A-1 notes are paid in full.

The collateral continues to perform within Fitch's base case
expectations.  Currently, under the credit enhancement structure,
the securities can withstand stress scenarios consistent with the
current rating categories and still make full payments of interest
and principal in accordance with the terms of the documents.

As before, the ratings reflect the quality of Ford Motor Credit
Co.'s retail auto loan originations, the sound financial and legal
structure of the transactions, and servicing provided by Ford
Motor Credit Co.


GAP INC: Taps Sabrina Simmons as Acting Chief Financial Officer
---------------------------------------------------------------
Gap Inc.'s Chief Financial Officer Byron Pollitt, 56, has decided
to leave the company to pursue an opportunity in another industry.  
His last day in the position will be Sept. 14, 2007.

Sabrina Simmons, 44, currently senior vice president of corporate
finance and a six-year Gap Inc. finance veteran, is being promoted
to the newly-created position of executive vice president of Gap
Inc. finance and will serve as acting chief financial officer.  
Ms. Simmons will report directly to Glenn Murphy, Gap Inc.'s
chairman and chief executive officer.

"In behalf of all of us at Gap Inc., I want to thank Byron for his
tremendous contributions to our company," Mr. Murphy said.  "He
played an integral role in restoring the company's financial
health and instilling the strong financial discipline across the
organization that exists today."

"I'm proud of what we've accomplished over the past five years and
the financial strength of the company," Mr. Pollitt said.  "I am
confident the talented team at Gap Inc. will continue to build on
the progress that we've made.  I wish the company every success in
the future."

Ms. Simmons joined Gap Inc. in 2001 as vice president and
treasurer.  She currently has responsibility for all corporate
finance functions including controllership, corporate financial
planning and analysis, investor relations, treasury, tax,
corporate shared service center, and risk management.  In her
expanded role as executive vice president, Ms. Simmons will serve
on the company's Executive Leadership Team and will oversee all
business-related financial matters.

"For the past six years, Sabrina has been critical in bringing
financial discipline to Gap Inc., restoring the strength of the
company's balance sheet and returning cash to our shareholders,"
Mr. Murphy added.  "I look forward to working more closely with
her in the coming months and together, executing on our near-term
priorities to continue to enhance shareholder value."

                         About Gap Inc.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an   
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic
inSoutheast Asia and the Middle East.

                           *   *   *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch has downgraded its ratings on The Gap Inc.'s Issuer
Default Rating to 'BB+' from 'BBB-' and Senior unsecured notes
to 'BB+' from 'BBB-'.  The Rating Outlook is Negative.

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  S&P said the outlook is stable.


GARDNER DENVER: Moody's Affirms Ba2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Gardner Denver Inc.'s Ba2
corporate family rating and the B1 rating on its $125 million
senior subordinated notes due 2013.  The outlook was changed to
positive from stable.  The rating actions reflect GDI's improved
financial metrics, illustrated by a leverage ratio (total debt to
trailing twelve month EBITDA using Moody's standard adjustments)
of less than 2 times and free cash flow to adjusted debt in the
high twenties at June 30, 2007, which strongly position the
company in its rating category.

Over recent years, GDI has generated solid free cash flow fueled
by double-digit organic sales growth in the context of favorable
trends in the company's end markets, particularly oil and gas.  
The strong operating performance combined with a conservative
financial policy focused on debt reduction has allowed the
continuous improvement of GDI's debt protection measures since
2005.  Though most of the company's end-markets are cyclical and
its earnings are exposed to volatility due to a high fixed cost
structure, Moody's believes that GDI's financial profile is
unlikely to be significantly impacted by a deterioration of the
market environment in the next twelve to eighteen months.  A
rating upgrade is likely if GDI maintains a leverage ratio of less
than 2 times and free cash flow to debt close to 20% (using
Moody's standard adjustments).

However, the rating agency cautions that the ratings evolution
could be constrained in the intermediate term by a more aggressive
financial policy including large debt-financed acquisitions or
cash returns to shareholders significantly exceeding free cash
flow.

Gardner Denver, Inc., based in Quincy, Illinois, is a publicly-
traded manufacturer of compressor and vacuum products (notably
industrial stationary air compressors and blowers) as well as
fluid transfer products (notably reciprocating pumps used in
petroleum and natural gas well drilling, servicing and
production).  The company reported total revenues of about
$1.7 billion in 2006.


GENERAL MOTORS: Inks Settlement Agreement with Delphi Corp.
-----------------------------------------------------------
General Motors Corp. signed definitive settlement and
restructuring agreements with Delphi Corp.  Delphi Corp. also  its
proposed Joint Plan of Reorganization and related Disclosure
Statement with the U.S. Bankruptcy Court for the Southern District
of New York.

Delphi's comprehensive settlement with GM resolves all outstanding
issues between Delphi and GM including: litigation commenced in
March 2006, by Delphi, to terminate certain supply agreements with
GM; all potential claims and disputes with GM arising out of the
separation of Delphi from GM in 1999; certain post-separation
claims and disputes between Delphi and GM; the proofs of claim
filed by GM against Delphi in Delphi's Chapter 11 cases; GM's
treatment under Delphi's proposed plan of reorganization; and
various other legacy and ordinary course business matters between
the companies.

The proposed Plan and related Disclosure Statement includes
detailed information regarding the treatment of claims and
interests, the company's five-year business plan, events leading
up to and during Delphi's Chapter 11 cases, and an outline of the
plan investor agreement and rights offering.  Delphi's emergence
timetable calls for the company to obtain exit financing
commitments early in the fourth quarter of 2007.

The proposed plan also outlines Delphi's transformation centering
around five core areas:

   -- Agreements reached with all principal U.S. labor unions
      which create a competitive arena in which to conduct its
      business;

   -- Agreements with General Motors outlining its financial
      support for certain legacy and labor costs and certain
      future business commitments to Delphi;

   -- Delphi's future product portfolio and manufacturing
      footprint;

   -- Delphi's planned transformation of its salaried workforce
      and progress in reducing SG&A to support its realigned
      portfolio; and

   -- Delphi's plans to fund its U.S. defined benefit programs.

"The filing of Delphi's Plan of Reorganization and Disclosure
Statement is a significant milestone for our company," Rodney
O'Neal, Delphi CEO and president, said.  "Each of the numerous
moving pieces to our transformation are coming together.  In
recent months, we have announced a new equity investment agreement
with our Plan Investors and agreed on consensual distributions
with our Statutory Committees for both our creditors and equity
holders.  Additionally, we completed our labor transformation with
our six U.S. unions, settled complex multi-district ERISA and
securities litigation, and finalized comprehensive settlement and
restructuring agreements with GM.  While achieving these
transformation objectives, we also continued to support our
customers and deliver operational excellence every step of the
way.  Delphi has made great progress toward its stated
transformation goals and is intensely focused on completing the
remaining items in order to successfully emerge from Chapter 11 as
a more competitive technology leader."

              Plan of Reorganization Framework

Delphi's plan of reorganization is based upon a series of global
settlements and compromises that involve every major group of
constituents in Delphi's reorganization cases, including: Delphi,
its principal U.S. labor unions, GM, the statutory creditors' and
equity holders' committees appointed in Delphi's Chapter 11 cases
and the lead plaintiffs in certain securities and ERISA
multidistrict litigation.

The Plan provides for a recovery through a plan distribution of
reorganized Delphi common stock and cash amounting to the
principal amount of the claim plus accrued interest at a
negotiated plan value for general unsecured creditors, and agreed
upon distributions to other classes of creditors and interests.  
GM will receive a $2.7 billion cash distribution in satisfaction
of certain of its claims against Delphi.  As part of the
settlement of the multidistrict ERISA and securities litigation,
distributions will be made under three plan classes using plan
currency in the same form, ratio, and treatment as what will be
used to satisfy the holders of general unsecured claims.  Allowed
claims and interests for these three plan classes total $24.5
million for the ERISA plan class and a total of $204 million for
the debt securities class and the common stock securities class.  
Holders of existing Delphi common stock will receive a
distribution of shares of reorganized Delphi, five-year warrants
exercisable to purchase shares of reorganized Delphi, and
transferable and non-transferable subscription rights to purchase
shares of reorganized Delphi.

The settlements embodied by the Plan feature rights offerings that
will be conducted after confirmation of the Plan and which will
allow Delphi's common stockholders, who are holders of shares of
Delphi common stock as of the date when the Confirmation Hearing
commences, to purchase,

   (i) through the exercise of transferable rights,
       approximately 28% of the common stock of reorganized  
       Delphi at a discount to the negotiated plan value, and

  (ii) through the exercise of non-transferable rights, up to
       $572 million worth of shares (in the aggregate) of
       reorganized Delphi at the negotiated plan enterprise
       value price of $45 per share.

The rights offerings are expected to commence following
confirmation of Delphi's plan of reorganization and conclude 30
days thereafter prior to Delphi's emergence from Chapter 11
reorganization.

The rights will be issued only to those individuals who are
holders of Delphi's existing common stock as of the date the
Confirmation Hearing commences and after the Bankruptcy Court has
confirmed the company's Plan and the SEC has approved Delphi's
registration statement for the Rights Offerings.

                     Labor Transformation

Delphi previously negotiated and signed Memoranda of Understanding
with each of its six U.S. unions and GM covering site plans,
workforce transition as well as other comprehensive
transformational issues.  In addition, pursuant to the previously
announced attrition agreements, over 24,000 employees voluntarily
retired, accepted buy outs or opted to flow back to GM within
provisions of negotiated attrition plans.  Delphi will continue to
own and operate four UAW-represented sites, three IUE-CWA-
represented sites and one USW-represented site.  Additionally, 25
North American sites will be sold or closed.

                     GM Settlement Agreements

Pursuant to the company's Plan, subject to Bankruptcy Court
approval as part of the plan confirmation process, Delphi and GM
have entered into comprehensive settlement agreements consisting
of a Global Settlement Agreement.  Most obligations set forth in
the GSA are to be performed upon the occurrence of the Effective
Date of the Plan or as soon as reasonably possible after.  By
contrast, resolution of most of the matters addressed in the MRA
will require a significantly longer period that will extend for a
number of years after confirmation of the Plan.

The GSA is intended to resolve outstanding issues among Delphi and
GM that have arisen or may arise before Delphi's emergence from
Chapter 11, and will be implemented by Delphi and GM in the short
term.  The GSA addresses, among other things, commitments by
Delphi and GM regarding OPEB and pension obligations, other GM
contributions with respect to labor matters, releases, and claims
treatment.

   -- GM will make significant contributions to cover costs  
      associated with certain post-retirement benefits for
      certain of the company's active and retired hourly
      employees, including health care and life insurance;

   -- Delphi will freeze its Hourly Pension Plan as soon as
      possible following the Effective Date, as provided in the
      union settlement agreements, and GM's Hourly Pension Plan
      will become responsible for certain future costs related
      to Delphi's Hourly Pension Plan;

   -- Delphi will transfer certain assets and liabilities of
      its Hourly Pension Plan to the GM Hourly Pension Plan, as
      set forth in the union term sheets;

   -- Shortly after the effective date, GM will receive an
      interest bearing note from Delphi in the amount of
      $1.5 billion to be paid within 10 days of its issuance;

   -- GM will make significant contributions to Delphi to fund
      various special attrition programs, consistent with the
      provisions of the union Memorandum of Understanding;

   -- GM and certain related parties and Delphi and certain
      related parties will exchange broad, global releases
      (which will not apply to certain surviving claims as set
      forth in the GSA); and

   -- On the Effective Date, subject to certain surviving
      claims in the GSA and in satisfaction of various GM
      claims, Delphi will pay GM $2.7 billion, and the GM Proof
      of Claim will be settled.

The MRA is intended to govern certain aspects of Delphi and GM's
commercial relationship following Delphi's emergence from Chapter
11.  The MRA addresses, among other things, the scope of GM's
existing and future business awards to Delphi and related pricing
agreements and sourcing arrangements, GM commitments with respect
to reimbursement of specified ongoing labor costs, the disposition
of certain Delphi facilities, and the treatment of existing
agreements between Delphi and GM.

Through the MRA, Delphi and GM have agreed to certain terms and
conditions governing, among other things:
     
   -- the scope of existing business awards, related pricing
      agreements, and extensions of certain existing supply
      agreements;

   -- GM's ability to move production to alternative suppliers;
      and

   -- Reorganized Delphi's rights to bid and qualify for new
      business awards.

   a) GM will make significant, ongoing contributions to Delphi
      and Reorganized Delphi to reimburse the company for labor
      costs in excess of $26 per hour at specified
      manufacturing facilities;

   b) GM and Delphi have agreed to certain terms and conditions
      concerning the sale of certain of its non-core
      businesses;

   c) GM and Delphi have agreed to certain additional terms and
      conditions if certain of its businesses and facilities
      are not sold or wound down by certain future dates; and

   d) GM and Delphi have agreed to the treatment of certain
      contracts between Delphi and GM arising from Delphi's
      separation from GM and other contracts between Delphi and
      GM.

                       Pension Plans

One of Delphi's principal goals throughout Chapter 11 was to
retain the benefits accrued under the existing defined benefit
U.S. pension plans for both the hourly and salaried workforce.  To
accomplish this, Delphi will freeze the current hourly and
salaried U.S. pension plans as of the first of the month following
the Effective Date of the Plan and replace them with contemporary
plans.

As part of the resolution of its pension issues, Delphi obtained
temporary waivers of its minimum funding requirements from the IRS
and the PBGC, under the hourly plan and the salaried plan.  By
obtaining the waivers, Delphi can delay its minimum funding
requirements from June 15, 2007, through the expected Effective
Date of its Plan of Reorganization.

Delphi will also facilitate the transfer of $1.5 billion of the
company's net hourly pension obligations to GM's Hourly Pension
Plan under applicable federal law.  On the date of such transfer,
GM will receive a note in the principal amount of $1.5 billion
that will be paid in full within 10 days of issuance.  This
transfer facilitates Delphi's resolution of its pension issues and
will help allow Delphi to make up required contributions to the
plans that were not made in full during Chapter 11.

Full-text copies of the Global Settlement Agreement between Delphi
and GM, and Delphi's Plan of Reorgnization and Disclosure
Statement are available for free at:

             http://ResearchArchives.com/t/s?231c

                      About Delphi Corp.

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

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

The Adequacy Hearing for the Disclosure Statement is scheduled for
Oct. 3, 2007.  The Debtors' exclusive plan-filing period expires
on Dec. 31, 2007.  

                            About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs       
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3
Corporate Family Rating and B3 Probability of Default Rating,
and maintained its SGL-3 Speculative Grade Liquidity Rating.  
The rating outlook remains negative, according to Moody's.


GERDAU AMERISTEEL: Chaparral's Board is Neutral on Merger Deal
--------------------------------------------------------------
Chaparral Steel Company's board of directors has elected to
express no opinion and remain neutral toward the offer by Gerdau
Ameristeel Corporation on Aug. 30, 2007, to purchase any and all
of Chaparral's outstanding 10% Senior Notes due 2013 and the
related consent solicitation.

The notes tender offer and related consent solicitation were  
conducted in connection with Gerdau Ameristeel Corporation's
agreement to acquire Chaparral.

Chaparral indicated that its board believes that each noteholder
should make its decision as to whether to tender on an individual
rather than a collective basis, based on that noteholder's
particular circumstances.

Chaparral further indicated that its board believes the
determination whether to tender is a financial decision to be made
by each noteholder, in consultation with the noteholder's
financial advisor, based on the terms of the offer made by Gerdau
Ameristeel Corporation.

For these reasons, Chaparral believes that it is not appropriate
for it to make a recommendation to noteholders regarding the
tender of their notes and expresses no opinion as to the course of
action that noteholders should take.

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 Company

Headquartered in Midlothian, Texas, Chaparral Steel Company  
(Nasdaq: CHAP) -- http://www.chaparralsteel.com/-- is a producer  
of structural steel products in North America.  The company is
also a producer of steel bar products.  The company operates two
mini-mills located in Midlothian, Texas and Dinwiddie County,
Virginia that together have an annual rated production capacity of
2.8 million tons of steel.  Founded in July 1973, the company
manufactures over 230 different types, sizes and grades of
structural steel and bar products.  The company markets its
products throughout the United States, Canada and Mexico, and to a
limited extent in Europe.

              About Gerdau Ameristeel Corporation  
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a   
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                          *     *     *

Moody's Investor Services placed Gerdau Ameristeel Corporation's
probability of default and long term corporate family ratings at
"Ba1" in July 2007.


GLOWPOINT INC: June 30 Balance Sheet Upside-Down by $16.9 Million
-----------------------------------------------------------------
Glowpoint Inc.'s consolidated balance sheet at June 30, 2007,
showed $6.7 million in total assets, $20.7 million in total
liabilities, and $2.9 million in Series B redeemable preferred
stock, resulting in a $16.9 million total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $3.9 million in total current
assets available to pay $20.7 million in total current
liabilities.

The company incurred a net loss of $3.0 million in the three
months ended June 30, 2007, a decrease from the $3.6 million net
loss reported in the same period last year, mainly due to
increased revenues, lower general and administrative expenses,
partly offset by a $128,000 increase in other expense.

Revenue increased 17.4% to $5.8 million from $5.0 million in the
2006 quarter.  Subscription and related revenue increased $486,000
due to increases in installed subscrition circuits and in revenue
per circuit.  Non-subscription revenue increased $380,000 due to  
$242,000 of one-time integration services on equipment required by
a broadcast customer as part of the implementation of their two-
year agreement.  

General and administrative expenses decreased $417,000, or 14.9%,
in the 2007 quarter to $2.4 million from $2.8 million in the 2006
period, mainly due to reductions of $316,000 of accrued sales
taxes and regulatory fees that are now included in cost of
revenue.

Other expense (income) increased $128,000, or 8.7%, in the 2007
quarter to $1.6 million from $1.5 million in the 2006 quarter.  

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?2314

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2007,
Amper, Politziner & Mattia PC, in Edison, N.J., expressed
substantial doubt about Glowpoint Inc.'s ability to continue as a
going concern after auditing the company's financial statements
as of the year ended Dec. 31, 2006.  The auditing firm pointed to
the company's working capital deficiency and recurring net losses.  
Amper Politziner also noted that the company is in the process of
seeking additional capital and that it has not yet secured
sufficient capital to fund its operations.

                      About Glowpoint Inc

Headquartered in Hillside, N.J., Glowpoint Inc. -- (Other OTC:
GLOW.PK) -- http://www.glowpoint.com/-- is an IP-based managed   
video services provider.  Glowpoint offers video conferencing,
bridging, technology hosting, and IP-broadcasting services to a
vast array of companies, from large Fortune 100 enterprises to
small and medium-sized businesses.


GRAFTECH INT'L: June 30 Balance Sheet Upside-Down by $8 Million
---------------------------------------------------------------
Graftech International Ltd.'s consolidated balance sheet at
June 30, 2007, showed $787.9 million in total assets and
$795.9 million in total liabilities, resulting in an $8.0 million  
total stockholders' deficit.

The company reported net income of $62.4 million in the second
quarter ended June 30, 2007, an increase from the $8.9 million
reported in the same period last year, mainly due to higher net
sales and the impact of a $24 million gain on the sale of assets
in Italy.

Net sales rose to $255.9 million from $223.3 million.  Gross
profit increased 57 percent to $93.9 million, as compared to
$59.9 million in the second quarter of 2006.  Gross margin
improved nearly eight percentage points to 36.7%, after taking
into consideration a non-recurring charge in the second quarter of  
2006 associated with the closure of the carbon electrode business.

Income from continuing operations before restructuring, antitrust
investigations and related lawsuits, impairment loss on long-lived
assets and other (income) expense, net, net of tax, increased to
$41.9 million, versus $13.7 million in the second quarter of 2006.

Net cash provided by operating activities was $36 million, versus
$53 million in the second quarter of 2006.  Year-over-year
operating net cash was unfavorably impacted by a change in working
capital of $19 million primarily associated with higher cost
inventory, approximately $16 million in performance-based
incentive compensation pay outs associated with 2006 operating
results and approximately $6 million in cash taxes related to the
sale of cathode operations in December 2006.  

Partially offsetting this impact in the quarter was an $8 million
increase in the change of accounts receivable factoring.  
Operating net cash in the second quarter 2006 included $5 million
in antitrust and $3 million in restructuring payments.

Net debt was reduced by $255 million year-over-year to
$440 million.  Net debt excludes the unamortized bond premium from
its sale of $150 million aggregate principal amount of additional
senior notes in May 2002 at a price of 104.5% of principal amount.    
GrafTech also excludes the fair value adjustments for hedge
instruments, which includes interest rate swaps that have been
marked-to-market and realized gains or (losses) on interest rate
swaps.  

Craig Shular, chief executive officer of GrafTech, commented,
"Higher prices, good cost control and execution on productivity
initiatives have enabled the improvements in our financial
results.  In addition, GrafTech continues to delever, completing
the quarter with net debt of $440 million, the lowest in our
company's history as a public company."

Interest expense was $9.5 million in the 2007 second quarter, as
compared to $12.1 million in the same period in 2006.  The lower
interest expense is a result of lower average borrowings and a
lower interest rate spread on the revolving credit facility
associated with an improved corporate credit rating.

Other income, net, was $23.1 million in the second quarter 2007,
as compared to $1.6 million in the second quarter 2006.  The
increase is largely due to the $24 million gain on the sale of
certain assets in Italy, slightly offset by a charge of $3 million
related to the cost associated with the redemption of $50 million
of the company's Senior Notes in the second quarter 2007.

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?230d

                         About GrafTech

Based in Parma, Ohio, GrafTech International Ltd. (NYSE: GTI) --
http://www.graftechaet.com/ -- manufactures and provides high    
quality synthetic and natural graphite and carbon based products
and technical and research and development services, with
customers in 80 countries engaged in the manufacture of steel,
automotive products and electronics.  The company manufactures
graphite electrodes, products essential to the production of
electric arc furnace steel.  The company also manufactures thermal
management, fuel cell and other specialty graphite and carbon
products for, and provide services to, the electronics, power
generation, semiconductor, transportation, petrochemical and other
metals markets.  GrafTech operates 11 state of the art
manufacturing facilities strategically located on four continents.

                           *    *    *

As reported in the Troubled Company Reporter on May 14, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on GrafTech International Ltd. to 'B+' from 'B'.  In
addition, S&P raised the rating on the company's $215 million
senior secured revolving credit facility to 'BB-' from 'B+' and
affirmed the '1' recovery rating on the facility.  Also, Standard
& Poor's raised its rating on Graftech's convertible notes to 'B-'
from 'CCC+'.  Lastly, S&P affirmed the 'B-' rating on GrafTech's
$550 million senior secured notes and assigned them a '5' recovery
rating.  The outlook is stable.


HENDRX CORP: Incurs $425,772 Net Loss in Quarter Ended June 30
--------------------------------------------------------------
Hendrx Corp. incurred a net loss of $425,772 in the three months
ended June 30, 2007, a decrease from the $464,000 net loss
reported in the same period last year.  Revenue fell to $813,815
from $883,053.  

For the six months ended June 30, 2007, the company incurred a net
loss of $864,365, a decrease from the $900,145 net loss reported
in the same period last year, mainly due to lower selling and
general and administrative expenses, partly offset by lower
revenue and higher interest expenses.

Revenue fell to $1.0 million from $1.2 million.  Revenue in the
six month period is based almost entirely on the sale of AWG
units, which sales have dropped off significantly in the current
period due to product complaints and the return of shipped
product.  

Selling expenses for the six month period ended June 30, 2007,
were $74,767 as compared to $176,109 for the six month period
ended June 30 2006, a decrease of 58%.

General and administrative expenses for the six month period ended
June 30, 2007, were $423,640 as compared to $658,056 for the six
month period ended June 30, 2006, a decrease of 36%.

Interest expense rose from $946 to $107,363.

At June 30, 2007, the company's consolidated balance sheet showed
$42.8 million in total assets, $5.7 million in total liabilities,
and $37.1 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $2.8 million in total current
assets available to pay $4.7 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?2311

                 Liquidity and Capital Resources

Cash flow used for operations in the six month period ended
June 30, 2007, was $596,222 as compared to cash flow used for
operations of $847,526 for the six month period ended June 30,
2006.  Cash flow used for operations for the current six month
period can be primarily attributed to net losses.  

Hendrx's bank loans of $2,756,421 are all guaranteed by Fujian
Tienyu Steel Products Co. Ltd., ("Tienyu") a company owned by the
former chairman of the board of directors of Hendrx.  In return,
Hendrx, through its subsidiary Yuxin, has guaranteed Tienyu's bank
loans.  

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Hendrx Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
working capital deficiency.

The company has a working capital deficiency of aproximately
$1.9 million at June 30, 2007, and a net loss of $864,365 for the
six months then ended.  The company might not have sufficient work
capital for the next twelve months and is dependent on financing
to continue operation.

                        About Hendrx Corp.

Headquartered in Vancouver, British Columbia, Hendrx Corp. (OTC
BB: HDRX.OB) through its wholly owned subsidiary, Eastway Global
Investment Limited, which included the latter company's wholly-
owned operating subsidiary, Fujian Yuxin Electronic Equipment Co.,
Ltd., manufactures and distribute water dispenser systems.  YuXin
owns patents of atmospheric water generation in China and utilizes
patents under license that are registered in the United States.
Its head office and plant facilities are located in Ron Qiao
Economic Development Zone, Fuqing City, Fujian Province, P.R.
China.


HERCULES INC: Closes Dexter Chemical Business Buyout
----------------------------------------------------
Hercules Incorporated has completed the purchase of the specialty
surfactants business of Dexter Chemical L.L.C.  Under terms of the
agreement, Hercules Incorporated is acquiring the business related
to Dexter's product portfolio of phosphate ester surfactants sold
under the Strodex(R) and Dextrol(R) trademarks.  

Dexter is a leader in phosphate ester surfactants utilized in
paints and coatings where the products are used to enhance gloss
retention, promote surface wetting and improve color stability.  

Products have also been recently developed and optimized for use
in low-VOC (volatile organic chemical) coatings formulations.
Commenting on the transaction, Craig Rogerson, President and Chief
Executive Officer of Hercules, said, "This business is an
excellent fit for Aqualon's Coatings Additives business.  It will
broaden Aqualon's existing portfolio of products for the paint
industry and strengthen its overall market position."

Headquartered in Wilmington, Delaware, Hercules Inc. (NYSE:HPC) --
http://www.herc.com/-- manufactures and markets chemical  
specialties globally for making a variety of products for home,
office and industrial markets.  The company has its regional
headquarters in China and Switzerland, and a production facility
in Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Standard & Poor's Ratings Services revised its outlook on Hercules
Inc. to positive from stable and affirmed the existing 'BB'
corporate credit rating.

S&P also raised the rating on the company's 6.6% notes due 2027 to
'BBB-' from 'BB' and assigned a '1' recovery rating, reflecting
our expectation of very high recovery in the event of default and
asset protection on par with the secured bank debt.

As reported in the Troubled Company Reporter on June 13, 2007,
Moody's Investors Service affirmed the corporate family Ba2 rating
of Hercules, Inc. and changed the rating outlook to positive from
stable.


I2 TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $6.1 Million
------------------------------------------------------------------
I2 Technologies Inc.'s consolidated balance sheet showed
$194.9 million in total assets and $201.0 million in total
liabilities, resulting in a $6.1 million total stockholders'
deficit.

The company reported net income applicable to common stockholders
of $1.6 million in the second quarter ended June 30, 2007, a
decrease from the $2.0 million net income applicable to common
stockholders reported in the same period last year, mainly due to
an increase in total costs and expenses.

Total revenue for the second quarter was $65.0 million as compared
to $64.7 million in the second quarter of 2006, an increase of
$299,000 or approximately 1 percent.  Total revenue in the second
quarter of 2006 included contract revenue of $33,000.

Total costs and expenses for the second quarter of 2007 were
$61.7 million, a 3 percent increase compared to $60.1 million in
the second quarter of 2006.  Total costs and expenses in the
second quarter of 2007 included $3.2 million in stock-based
compensation expense, which includes $2.9 million in expense
related to stock options and $235,000 in expense related to
restricted stock units.

For the six months ended June 30, 2007, total revenues were
$130.6 million, an increase of 1 percent as compared to
$128.7 million for the same period in 2006.  Total revenue in the
first half of 2007 included $2.5 million of contract revenue
compared to $66,000 of contract revenue in the first half of 2006.

Total costs and expenses for the six months ended June 30, 2007,
increased 1 percent to $121.8 million as compared to
$120.5 million in the first half of 2006.  Total costs and
expenses for the six months ended June 30, 2007 included
$7.3 million in stock-based compensation expense, which includes
$6.1 million in expense related to stock options and $1.2 million
in expense related to restricted stock units.

The company reported net income applicable to common stockholders
of $5.1 million for the six months ended June 30, 2007.  This
compares to net income applicable to common stockholders of
$3.2 million in the comparable period in 2006.

On June 30, 2007, i2's total cash (including restricted cash) was
$117.3 million.  Total debt at the end of the second quarter was
$86.3 million, which represents the face value of the company's 5%
senior convertible notes.

The company generated cash flow from operations of $11.6 million
in the second quarter of 2007, bringing the first half 2007 cash
flow from operations to $5.1 million.

                     Company Reorganization

The company recently implemented a reorganization plan reducing
management layers to both decrease cost and increase speed around
decision-making and internal processes.  The realignment includes
the elimination of certain management levels as well as other
targeted cost reductions, and the company expects to incur a
restructuring charge of approximately $3 million in the third
quarter of 2007.

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?230e

                    About i2 Technologies

Based in Dallas, Texas, I2 Technologies, Inc. (NASDAQ: ITWO) --
http://www.i2.com/-- provides supply chain management software    
solutions, including various supply chain software and service
offerings.  I2's flexible new-generation solutions are designed to
synchronize demand and supply across ever-changing global business
networks.


IDEARC INC: June 30 Balance Sheet Upside-Down by $8.57 Million
--------------------------------------------------------------
Idearc Inc.'s consolidated balance sheet at June 30, 2007, showed
$1.58 billion in total assets and $10.15 billion in total
liabilities, resulting in a $8.57 billion total stockholders'
deficit.

Idearc Inc. reported net income of $109 million in the three
months ended June 30, 2007, a decrease from the net income of
$210 million reported in the same period last year.

Operating revenue rose slightly from $802 million to $805 million.

"These are strong second-quarter results with substantial
contributions from across our multi-product revenue base," said
Kathy Harless, president and chief executive officer.
"Superpages.com in particular remains in high gear.  We continue
to make investments that enable us to unleash the full potential
of our multi-platform strategy across the country."  Harless
continued: "Our strategy of driving references across all media is
also evident in our print products, where we maintain steady
improvement in revenue trends."

On an adjusted pro forma basis, second-quarter multi-product
revenues were $805 million, an increase of 0.4% compared to the
same period in 2006.  This was driven by improving print revenue
trends and strong growth in Internet.  Internet revenue was
$73 million in the second quarter of 2007, a 33% increase compared
to the same period in 2006.

On an adjusted pro forma basis, year-to-date multi-product
revenues were $1.61 billion, an increase of 0.2% compared to the
same period in 2006.  Year-to-date adjusted pro forma Internet
revenue was $141 million, a 32% increase compared to 2006.
Superpages.com's performance was driven by solid growth from all
sales channels, increased traffic and contributions from both
fixed-fee and pay-for-performance product offerings.

During the second quarter, the company adopted a change in
accounting methodology associated with sales commissions.  Sales
commissions were previously recognized as incurred.  Idearc now is
deferring sales commissions and recognizing these costs over the
life of the product.  This methodology is consistent with other
directory publishers and is aligned with the company's revenue
recognition policy.  Prior period financial information has been
adjusted to give effect to the accounting change.

After giving effect to the accounting change, Idearc reported
OIBITDA (Operating Income Before Interest, Taxes, Depreciation,
and Amortization) of $364 million for the second quarter of 2007.  

On an adjusted pro forma basis, excluding non-recurring costs,
OIBITDA for the second quarter was $391 million, an increase of
3.4%  compared to the same period in 2006.  Adjusted pro forma
OIBITDA margins were 48.6 percent in the second quarter of 2007,
compared to 47.1 percent in the same period in 2006.  This
improvement was due to increased revenue and reduced overhead
expenses, partially offset by Internet-related expenses associated
with Superpages.com growth as well as additional selling expense.

On a sequential-quarter basis, adjusted pro forma OIBITDA
increased $12 million, or 3.2% from the first quarter of 2007.

On a year-to-date basis, reported OIBITDA was $718 million.  On an
adjusted pro forma basis, year-to-date OIBITDA was $770 million,
compared to $780 million in the same period in 2006.  The change
in year-to-date adjusted pro forma OIBITDA was driven by the first
quarter impact of the company's investment in additional sales
representatives and other strategic initiatives implemented in
2006.

Before the accounting change, second-quarter OIBITDA on an
adjusted pro forma basis would have been $385 million, an increase
of $19 million, or 5.2%, over the same period in 2006.  Year-to-
date adjusted pro forma OIBITDA would have been $766 million, an
increase of $1 million or 0.1% over the same period in 2006.

Adjusting for non-recurring costs, Idearc's adjusted pro forma net
income for the second quarter was $127 million.  This is an
increase on an adjusted pro forma basis of $17 million over the
same period in 2006.  Contributing to this improvement was
increased OIBITDA, reduced interest expense and slight
favorability in the effective tax rate.

Year-to-date reported net income was $212 million.  On an adjusted
pro forma basis, year-to-date net income was $246 million, an
increase of $11 million over the same period in 2006.

Free cash flow for the six months ended June 30, 2007, was
$116 million based on cash from operating activities of
$138 million less capital expenditures of $22 million.  Free cash
flow included the cash impact of $34 million associated with one-
time transition costs.  

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?2310

                        About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc Inc. (NYSE: IAR) --
http://www.idearc.com/-- connects buyers and sellers with its  
multi-platform of advertising solutions including Verizon(R)
Yellow Pages, Verizon(R) White Pages, smaller-sized portable
Verizon(R) Yellow Pages Companion Directories, Superpages.com(R),
Superpages MobileSM, Solutions At Hand(TM) magazine, Solutions at
Home(TM) magazine and Solutions on the Move(TM) and Solutions
Direct(TM) direct mail packages.  Idearc provides sales,
publishing and other related services for more than 1,200 distinct
directory titles in 35 states and the District of Columbia.  
Superpages.com, the expert in local search with more than 2.8
billion network searches and 18 million business listings in the
United States in 2006, offers advertisers a variety of online
advertising solutions.  Superpages MobileSM provides local search
functionality for wireless subscribers.


INT'L MANAGEMENT: Judge Bonapfel OKs Schweppe as Real Estate Agent
------------------------------------------------------------------
The Honorable Paul W. Bonapfel United States Bankruptcy Court
for the Northern District of Georgia, Atlanta Division, gave
William F. Perkins, the Chapter 11 Trustee in International
Management Associates LLC and its debtor-affiliates' bankruptcy
cases, permission to employ Schweppe Burgorff Realtors as his
real estate agent.

The firm is expected to assist the Trustee in selling a property
at 551 Grove Terrace in South Orange, New Jersey .

The Debtors agreed to pay a 6% commission of the purchase price
of the property to the firm.

Karin Joseph Carson, a listing agent of the firm, assures the
Court that his firm does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Carson can be reached at:

   Karin Joseph Carson
   Schweppe Burgdorff Realtors
   736 Valley Road
   Upper Montclair, N.J. 07043
   Tel: (973) 233-2300
   Fax: (973) 744-7679
   http://www.burgdorff.com/

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on March 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  James R. Sacca, Esq., at Greenberg
Traurig, LLP, and Mark S. Kaufman, Esq., at McKenna Long &
Aldridge, LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they did not state their total assets but estimated
total debts to be more than $100 million.

On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee.  Kilpatrick Stockton LLP represents
Mr. Perkins.


INTERSTATE BAKERIES: To Exit Bread Market in South California
-------------------------------------------------------------
Interstate Bakeries Corporation disclosed that, pending Bankruptcy
Court approval and amendment of its debtor-in-possession financing
facility, it plans to exit the bread market in Southern
California.  The company plans to close four bread, bun and roll
bakeries in Southern California and consolidate routes and
distribution centers across the region.  The company said its
customers in Southern California can expect to continue receiving
delivery of its bread products through Oct. 20, 2007.

IBC will continue to bake, sell, and deliver Hostess(R) and Dolly
Madison(R) snack cakes and donuts in Southern California.

"Because of its impact on employees and their families, exiting a
market is probably the most difficult decision a company can
make," Craig Jung, chief executive officer, said.  "At the same
time, our primary consideration has to be the company's long-term
survival and financial health.

"While IBC has made marked progress in several problem markets
over the past six months, bread operations in Southern California
continue to be unprofitable."

Mr. Jung went on to say that IBC has long struggled with
structural barriers to profitability in the Southern California
bread market.  These include incursions by lower-cost, non-union
competitors; an irrational competitive pricing environment; and
changing market and customer demands.  This is compounded by a
high fixed-cost structure, excessive workers' compensation costs
and a confrontational relationship with one of the company's major
unions.

"We must stop reinforcing failure and press harder where there is
success," Mr. Jung said.  "This means allocating our resources to
those markets that are profitable, have positive cash flow and can
earn their cost of capital."

              Business Plan Seeks Operating Changes

In its business plan, which was presented to constituents in June
2007, the company identified two core platforms.  The first is to
evolve its current, high-cost, "one-size-fits-all" traditional
route delivery structure that has been used for several decades to
an advanced path-to-market structure it believes creates better
jobs for sales employees, and will significantly drive selling and
delivery productivity.  This involves flexibility in the company's
ability to meet changing market demands.  Currently, work rules
under IBC's collective bargaining agreements are prohibitively
restrictive in how it can operate its business.

Second, the company is asking its unions for concessions to
achieve meaningful productivity savings in its health and welfare
plans.  To date, the company has not asked its unions for any
concessions on pension plans.

The company said that its secured creditors are running out of
patience with IBC's inability to develop a consensual plan of
reorganization.  IBC has been in bankruptcy for nearly three
years.

"We have weeks, not months or years, to act, Mr. Jung said.  
"Union agreement to path-to-market and the health and welfare
concessions in our business plan are crucial."

                  Southern California Details

The four bread, bun and roll plants IBC intends to close are
located in Glendale, Pomona, San Diego, and Los Angeles,
California.  In addition, the company plans to eliminate
approximately 325 routes, and close 17 distribution centers and 19
outlet stores by Oct. 29, 2007.  The closings and consolidations
are expected to impact approximately 1,300 employees.

"We will work closely with customers in Southern California to
ensure an orderly transition, and to ensure that we do not disrupt
their businesses as we re-shape ours," Jane Miller, acting
executive vice president and chief customer officer, said.

Assuming Bankruptcy Court approval and amendment of its DIP
financing facility, the company's preliminary estimate of charges
to be incurred in connection with the planned closures and
consolidations in Southern California is approximately $29.2
million, including approximately $12.8 million of employee-related
cash charges, approximately $13.8 million of non-cash asset
impairment charges, and approximately $2.6 million in other cash
charges.  In addition, the company intends to spend approximately
$1.8 million for accrued expenses to effect the consolidation.  In
addition to the asset impairment charges discussed above, the
company may need to recognize impairment charges related to
trademarks and trade names that could be impaired as a result of
the consolidation.  The company is not able to provide an estimate
of these charges currently.

     Impact of Closures and Consolidations on Pension Plans

IBC currently contributes to more than 40 multi-employer pension
plans as required under various collective bargaining agreements,
many of which are under-funded.  The portion of a plan's under-
funding allocable to an employer deemed to be totally or partially
withdrawing from the plan as the result of downsizing, job
transfers or otherwise is referred to as "withdrawal liability."  
Certain of the plans have filed proofs of claim in IBC's
bankruptcy case alleging that partial withdrawals have already
occurred, although IBC disputes these claims.  IBC is conducting
the Southern California consolidation in a manner that it believes
will not result in withdrawal liability to the relevant multi-
employer pension plans.  Nevertheless, due to the complex nature
of such a determination and the inability to obtain current and
complete relevant information, no assurance can be given that
withdrawal claims based upon IBC's prior action or resulting from
this consolidation or future consolidations will not result in
significant liabilities for IBC.  Should a partial or complete
withdrawal be found to have occurred, the amount of any partial or
complete withdrawal liability arising from such under-funded
multi-employer pension plans to which IBC contributes would likely
be material and could adversely affect its financial condition
and, as a general unsecured claim in its current bankruptcy
proceedings, any potential recovery to its constituencies.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' exclusive period to file a chapter 11 plan expires on
Oct. 5, 2007.


J.P. MORGAN: Moody's Affirms Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 12 classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp, Commercial Mortgage Pass-
Through Certificates, Series 2002-C1 as:

-- Class A-2, $99,555,866, affirmed at Aaa
-- Class A-3, $410,948,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $30,624,000, affirmed at Aaa
-- Class C, $34,708,000, affirmed at Aa1
-- Class D, $10,208,000, upgraded to Aa2 from Aa3
-- Class E, $24,500,000, upgraded to A2 from A3
-- Class F, $12,250,000, upgraded to Baa1 from Baa2
-- Class G, $16,333,000, affirmed at Ba1
-- Class H, $12,249,000, affirmed at Ba2
-- Class J, $6,125,000, affirmed at Ba3
-- Class K, $4,084,000, affirmed at B1
-- Class L, $8,166,000, affirmed at B2
-- Class M, $4,083,000, affirmed at B3

As of the Aug. 13, 2007 distribution date, the transaction's
aggregate principal balance has decreased by about 15.6% to $689.4
million from $816.7 million at securitization.  The certificates
are collateralized by 115 loans, ranging in size from less than 1%
to 6.5% of the pool, with the top 10 loans representing 35.3% of
the pool.  Nine loans, representing 15.4% of the pool, have
defeased and are collateralized by U.S. Government securities.

Three loans have been liquidated from the pool resulting in an
aggregate realized loss of about $2.8 million.  There are no loans
in special servicing currently.  Twenty-nine loans, representing
20.8% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
91.7% of the pool.  Moody's weighted average loan to value ratio
is 83.2%, compared to 86.6%, at the last full review in February
2006 and compared to 88.4% at securitization.  Moody's is
upgrading Classes D, E and F due to improved pool performance,
additional defeasance and increased credit support.


The top three loans represent 13.3% of the pool.  The largest loan
is the Aramark Tower Loan ($44.8 million -- 6.5%), which is
secured by a 32-story, 634,000 square foot, Class A office
building located in Center City Philadelphia, Pennsylvania.  The
property serves as the world headquarters for Aramark Services,
Inc. (Moody's senior unsecured rating B3; stable outlook).  Since
securitization, Aramark has extended its lease to September 2018,
(former expiration date - April 2006) and expanded from 47.5% to
59.8% of the building.  The second largest tenant is the
Philadelphia Authority for Industrial Development (28.3% NRA;
lease expiration August 2009).  As of March 2007 occupancy was
98.7%, essentially the same as at last review and at
securitization.  The loan has benefited from increased rents and
amortization.  Moody's LTV is 60.4%, compared to 69.4% at last
review and compared to 73.8% at securitization.

The second largest loan is the 4th & Battery Office Loan
($24 million - 3.5%), which is secured by a 201,000 square foot
office building located in the Denny Regrade submarket of Seattle,
Washington.  The property is occupied primarily by biotechnology
firms.  As of March 2007 the property was 94.6% occupied, compared
to 95.1% as of December 2006, and compared to 93.5% at
securitization.  The loan has benefited from amortization.  
Moody's LTV is 84.4%, compared to 86.7%, at last review and
compared to 94.1% at securitization.

The third largest loan is the 300 West Vine Loan ($22.7 million -
3.3%), which is secured by a 23-story, Class A, 344,000 square
foot office building located in Lexington, Kentucky. Moody's LTV
is 95.6%, compared to 96.3% at last review and compared to 99% at
securitization.


J.P. MORGAN: Fitch Holds B- Rating on $7.4MM Class L Certificates
-----------------------------------------------------------------
Fitch Ratings has upgraded JP Morgan Commercial Mortgage Finance
Corp., commercial mortgage pass-through certificates, series 2000-
C10 as:

  -- $10.2 million class F to 'AAA' from 'AA';
  -- $14.8 million class G to 'A' from 'A-'.

In addition, Fitch affirms these classes:
  -- $436.6 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $31.4 million class B at 'AAA';
  -- $29.5 million class C at 'AAA';
  -- $9.2 million class D at 'AAA';
  -- $23.1 million class E at 'AAA';
  -- $14.8 million class H at 'BBB-';
  -- $7.4 million class J 'at BB-';
  -- $5.5 million class K at 'B+';
  -- $7.4 million Classes L at 'B-'.

The $1.4 million class M remains at 'C/DR5'.  Class A1 has been
repaid in full.

The upgrades are a result of increased credit enhancement levels
from loan payoffs, amortization and the defeasance of an
additional six loans (9.4%) since Fitch's last rating action.   As
of the August 2007 distribution date, the pool's aggregate
principal balance has been reduced 19.9% to $592.8 million from
$740.1 million at issuance.  In total, 44 loans (30%) have
defeased.

Currently there are no delinquent or specially serviced loans.


KLEROS PREFERRED: Moody's May Cut Ba1 Rating on $6MM Class E Notes
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros
Preferred Funding III, Ltd. on review for possible downgrade:

-- Class Description: $6,000,000 Class E Sixth Priority
    Mezzanine Secured Deferrable Floating Rate Notes Due 2050

    Prior Rating: Ba1

    Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


L&M TRAFFIC: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: L.&M. Traffic, Inc.
        400 North Kirkman Street
        Lake Charles, LA 70601

Bankruptcy Case No.: 07-20601

Chapter 11 Petition Date: September 4, 2007

Court: Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Ronald J. Bertrand, Esq.                  
                  714 Kirby Street
                  Lake Charles, LA 70601
                  Tel: (337) 436-2541

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lincoln Richardson                                       $650,000
1444 Carney Street
Lake Charles, LA 70615

John Stelly                    Judgment                  $100,000
P. David Olney
921 Ryan Street
Lake Charles, LA 70601

Willie King                    Judgment                   $77,098

James Gobert                   Judgment                   $77,098

Jonald Walker, III             Judgment                   $50,000

Internal Revenue Service                                  $41,731

Emray Delafose                                            $20,000

Louisiana Department of                                   $19,484
Revenue

Internal Revenue Service                                  $10,593
Federal Lien

Advanta Bank Corp.                                         $7,122

La Worker's Compensation                                   $6,641

Pacer Transport                                            $5,000

Well's Fargo                                               $4,625

American Express                                           $4,151

Key Equipment Finance          Qualcommimct                $2,779

                                                           $2,542

Capital One F.S.B.                                         $2,500

Capital One                                                $1,394

Truck Zone Tire & Service                                  $1,152
Center


LACERTA ABS: Poor Credit Quality Cues Moody's to Cut Ratings
------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by Lacerta
ABS CDO 2006-1 Ltd:

-- Class Description: $110,000,000 Class B Floating Rate
    Deferrable Interest Secured Notes Due 2046

    Prior Rating: A2, on review for possible downgrade

    Current Rating: A3

-- Class Description: $80,000,000 Class C Floating Rate
    Deferrable Interest Secured Notes Due 2046

    Prior Rating: Baa2, on review for possible downgrade

    Current Rating: Baa3

-- Class Description: $30,000,000 Class D Floating Rate    
    Deferrable Interest Secured Notes Due 2046

    Prior Rating: Ba1, on review for possible downgrade

    Current Rating: Ba2

-- Class Description: $40,000,000 Class E Floating Rate
    Deferrable Interest Secured Notes Due 2046

    Prior Rating: Ba2, on review for possible downgrade

    Current Rating: Ba3

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of mortgage-
backed securities.


LAIDLAW INT'L: Regulatory Review on FirstGroup's Bid Ongoing
------------------------------------------------------------
Regulatory review under the Hart-Scott-Antitrust Improvements Act
is ongoing in respect of the proposed acquisition of Laidlaw
International Inc. by FirstGroup plc.

On July 11, 2007, Laidlaw and FirstGroup agreed with the Antitrust
Division of the U.S. Department of Justice to provide the
Antitrust Division with additional time in which to complete their
review of the Acquisition and give the Antitrust Division not less
than 30 days' notice of their intention to complete the
Acquisition.

The parties have made substantial progress in discussions with the
Antitrust Division and, subject to FirstGroup's reaching final
agreement with the Antitrust Division and resolving certain issues
with a group of State Attorneys General who have expressed an
interest in the Acquisition, Laidlaw is optimistic that closing of
the Acquisition will occur in the first week of October 2007.

It is expected that as part of the agreement to be reached with
the Antitrust Division, the Antitrust Division will waive the
requirement for a full 30 days' notice.

In addition, the parties have given a courtesy notice to the State
AGs of their intention to close the acquisition in the first week
of October 2007.

                      About FirstGroup plc

Headquartered in Aberdeen, Scotland, FirstGroup plc (LON:FGP) --
http://www.firstgroup.com/-- is engaged in the provision of  
passenger transport services.  The company operates into three
divisions: UK Bus, UK Rail and North America.  The company
operates four passenger rail franchises and Hull Trains, a non-
franchised open access operator.  The company provides freight
services through GB Railfreight and operate the Croydon Tramlink
network, which carries over 24 million passengers per annum;
student transportation in North America with a fleet of over
22,000 yellow school buses across the United States and Canada;
transit management and contracting, managing public transport
systems on behalf of transit authorities in cities, such as Los
Angeles, Houston and Denver; and airport shuttle bus services and
vehicle maintenance and support services in the United States.

                 About Laidlaw International Inc.

Headquartered in Naperville, Illinois, Laidlaw International Inc.
(NYSE:LI) -- http://www.laidlaw.com/-- operates as a holding  
company that through its subsidiaries provides bus services in the
United States and Canada.  The company operates in three segments:
education services, Greyhound and public transit services.  The
education services segment provides school bus transportation
throughout the United States and Canada.  The Greyhound segment
provides intercity bus transportation in the United States and
Canada, and charter bus services and package delivery services.  
The public transit services segment operates out-sourced municipal
and paratransit bus transportation within the United States.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Moody's Investors Service affirmed the 'Ba2' corporate family
rating of Laidlaw International Inc.


LEXINGTON PRECISION: June 30 Balance Sheet Upside-Down by $31 Mil.
------------------------------------------------------------------
Lexington Precision Corporation delivered its financial results
for the quarter ended June 30, 2007, to the Securities and
Exchange Commission on Aug. 14, 2007.

At June 30, 2007, the company's balance sheet showed $60,397,000
in total assets, $90,440,000 total liabilities, $382,000 long-term
debt, $374,000 deferred income taxes and $466,000 other long-term
liabilities, resulting in a $31,265,000 stockholders' deficit.

The company reported a $2,278,000 net loss with $23,778,000 net
sales for the three months ended June 30, 2007, compared with a
$1,502,000 net loss with $24,439,000 net sales for the three
months ended June 30, 2006.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $27,363,000 in total current assets
available to pay $90,440,000 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at

http://sec.gov/Archives/edgar/data/12570/000095015207006862/l27555
ae10vq.htm

                       Going Concern Doubt

Ernst & Young LLP in Cleveland, Ohio, expressed substantial doubt
about Lexington Precision's ability to continue as a going concern
after auditing the company's balance sheet for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's working capital deficiency and a stockholders' deficit.

The firm further disclosed that thje company failed to pay
quarterly interest payments that were due on its Senior
Subordinated Notes on Nov. 1, 2006 and Feb. 1, 2007, resulting in
substantially all of the company's debt to be in default as of
Dec. 31, 2006.

As of Feb. 28, 2007, the company failed to comply with a fixed
charge coverage ratio covenant that is contained in its secured
borrowing arrangements.

The company was notified on April 5, 2007, that the its ability to
borrow under its revolving line of credit will be terminated after
May 7, 2007.

On April 6, 2007, the company received a notice of acceleration
demanding immediate payment in full of a portion of the
obligations due under its real estate term loan.

                    About Lexington Precision

Lexington Precision Corporation (OTC BB: LEXP) manufactures
rubber and metal components that are sold to other manufacturers
primarily in the U.S.  The company operates in two segments,
Rubber Group and Metals Group. The Rubber Group manufactures
connector seals used in automotive wiring systems and insulators
used in automotive ignition wire sets.  The Metals Group
manufactures machined components from aluminum, brass, and
steel bars.


LINDSEY HARBOR: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Lindsey Harbor, L.L.C.
                P.O. Box 287
                Guntersville, AL 35976

Case Number: 07-41560

Type of Business: The Debtor manages a 333-acre community.  With a
                  33-acre navigable harbor, it offers residential
                  sites from lakefront villas to terrace houses to
                  garden homes to mountain top estates.  See
                  http://lindseyharbor.com

Involuntary Petition Date: September 4, 2007

Court: Northern District of Alabama (Anniston)

Petitioner's Counsel: Robert D. McWhorter, Jr.
                      Inzer, Haney & McWhorter, P.A
                      P.O. Drawer 287
                      Gadsden, AL 35902
                      Tel: (256) 546-1656
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Mac Alves                      loan                     $600,000
c/o R.D. McWhorter Jr.
Inzer, Haney & McWhorter, P.A
P.O. Drawer 287
Gadsden, AL 35902
Tel: (256) 546-1656

Stephen Brookshire             loan                     $150,000
c/o R.D. McWhorter Jr.
Inzer, Haney & McWhorter, P.A
P.O. Drawer 287
Gadsden, AL 35902
Tel: (256) 546-1656

Samuel Wolford                 loan                     $119,270
c/o R.D. McWhorter Jr.
Inzer, Haney & McWhorter, P.A
P.O. Drawer 287
Gadsden, AL 35902
Tel: (256) 546-1656


MAGNA ENTERTAINMENT: Plans to Sell Racetracks in Ohio & Oregon
--------------------------------------------------------------
Magna Entertainment Corp. plans to sell two of its racetrack
operations: Thistledown, a thoroughbred racetrack located near
Cleveland, Ohio, and its interest in Portland Meadows, a
thoroughbred racetrack located in Portland, Oregon, consistent
with its strategic review of assets and operations.

"Although MEC remains strongly committed to the racing industry,
the fact remains that Thistledown and Portland Meadows are
confronted with very difficult operational and regulatory
challenges," Frank Stronach, MEC's Chairman and Interim Chief
Executive Officer, remarked.  "Furthermore, MEC is very much
committed to continuing to sell assets and to strengthening its
balance sheet.  This has led to MEC's decision to immediately
pursue the sale of these unprofitable racetracks."

MEC acquired Thistledown in November 1999.  Since acquiring
Thistledown, MEC has pursued alternative gaming initiatives for
the racetrack but has been unsuccessful to date.  The most recent
initiative was defeated in a state referendum on Nov. 7, 2006.  
For the year ended Dec. 31, 2006, Thistledown incurred a pre-tax
loss of $4.5 million, which included $3.1 million of costs related
to the state referendum.

MEC began operating Portland Meadows in July 2001.  MEC also
operates 14 off-track betting locations in Oregon related to its
operation of Portland Meadows.  Last year, MEC obtained a ruling
from the Oregon Racing Commission to allow the installation and
operation of Instant Racing machines at Portland Meadows.  In June
2007, this ruling was revoked at the request of the state's
attorney general.  MEC was very disappointed with this result and
plans to sell its interest in Portland Meadows and related off-
track betting locations.  For the year ended Dec. 31, 2006,
Portland Meadows incurred a pre-tax loss of $0.1 million.

MEC intends to work with the local horsemen groups and regulatory
bodies to pursue and execute an orderly sale of these properties.

MEC expects to provide a further update, within the next two
weeks, after the completion of the strategic review by Greenbrook
Capital Partners Inc. and its presentation to the Board of
Directors.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 23, 2007,
Chartered accountants, Ernst & Young LLP, expressed substantial
doubt about Magna Entertainment's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficiency.


MAGNA ENTERTAINMENT: Unit Inks TSA with Attractions Hippiques
-------------------------------------------------------------
Magna Entertainment Corp. disclosed that its wholly owned
subsidiary, AmTote Canada Inc., has entered into a Totalisator
Service Agreement with Attractions Hippiques Quebec Inc., which
owns and manages racetracks in Montreal, Quebec City, Aylmer and
Trois-Rivieres, as well as the Hippo Clubs du Quebec off-track
network and PariTel/WebPhoneBet account wagering services.  AmTote
Canada will continue to be the tote services provider to AHQ for a
10-year term commencing January 2008.  Financial terms were not
disclosed.

"We are excited at continuing to develop our relationship with
AHQ," Steve Keech, President of AmTote International, Inc. said.  
"By providing patrons of AHQ with proven pari-mutuel wagering
technology, along with new wagering tools derived from our
significant investment in wagering innovation, we expect to help
AHQ revitalize harness racing in Quebec.  Building on our recent
long-term partnership with Woodbine Entertainment Group, this
transaction represents another vote of confidence in AmTote and
our commitment to horseracing world wide."

"At AHQ, we seek to work closely with proven industry players who
provide innovative services and are passionate about the success
of the horse racing industry," Ian Wetherly, Chief Operating
Officer for Attractions Hippiques Quebec Inc., said.  "Simply put,
AmTote fits this model."

AmTote, headquartered in Hunt Valley, Maryland, is a global
provider of totalisator and wagering technology.  AmTote currently
has service contracts with over 70 customers worldwide, including
North American and international racetracks, sports books, and
online wagering entities.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 23, 2007,
Chartered accountants, Ernst & Young LLP, expressed substantial
doubt about Magna Entertainment's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficiency.


MAGNOLIA VILLAGE: Second Amended Plan's Effective Date is Tomorrow
------------------------------------------------------------------
Magnolia Village LLC and its debtor-affiliates' Second Amended
Joint Chapter 11 Plan is expected to be effective tomorrow,
Sept. 8, 2007, pursuant to an order signed by the Hon. Judge Gregg
W. Zive of the U.S. Bankruptcy Court for the District of Nevada.

Judge Zive confirmed the Debtors' Plan on Aug. 28, 2007.

The Debtors disclose that they intend to use revenues from regular
business operations and proceeds from the sale of all real
property and personal  property assets to pay creditors.

                        Terms of the Plan

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

The Secured Claim of CW Advisors, with $16,808,377 outstanding as
of Dec.1, 2006, will be paid according to the parties' contractual
agreements at the non-default interest rate with no modifications,
except for a formal assumption of the claim by MBP Equity Partners
I, LLC.

The Debtors further disclose that allowed general unsecured
creditors will receive their payment of their claims in full plus
interest at 8-1/2% per annum.  The claims will be paid in one
lump-sum installment on the effective date.

In accordance with the Stover Settlement, the unsecured claims of
Lizanne Stoever for Reimbursement of any Net Taxes as a Result of
the Flocchini Sale and under the settlement, will be fully
satisfied.

The Debtors relate that claimants under Potential Securities
Claims and Other Claims of the Class A Non-Member Investors in MBP
Equity will retain 100% of their membership interest in MBP,
exclusive of any interest of Lizanne Stoever.

Equity Claims will be recognized and not modified.  MBP Equity
holds 100% of all the Debtors.

                      About Magnolia Village

Based in Reno, Nevada, Magnolia Village LLC, is a luxurious
resort-style Class A Office Park.  The company and its
affiliates filed for chapter 11 protection on Sept. 8, 2006
(Bankr. D. Nev. Case No. 06-51649).  Stephen R. Harris, Esq. at
Belding, Harris & Petroni Ltd. represents the Debtors.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When Magnolia Village filed for protection from its
creditors, it listed estimated assets between $10 million and
$50 million and debts between $100,000 to $500,000.


MEDWAVE INC: Incurs Net Loss of $1.1 Million in Qtr. Ended June 30
------------------------------------------------------------------
Medwave Inc. incurred a net loss of $1.1 million in the third
quarter ended June 30, 2007, a decrease from the $1.2 million
reported in the same period last year, mainly due to a decrease in
operating expenses, which more than offset lower revenues and  
higher cost of sales and production.

Net sales fell to $117,080 from $365,984.  This decrease was due
to the discontinuance of certain product lines.

Cost of sales rose from $243,714 to $588,082 due to a $250,000
expense for increased reserves due to excess inventory and a
$178,000 expense for impaired equipment due to reduced product
sales.

Sales and marketing expense decreased from $636,601 to $152,433
due to a decrease in salaries as a result of the lay-off of sales
personnel and reductions in advertising services.

General and administrative expenses decreased to $314,822 from
$500,220 due to the lay-off of administrative personnel.  

Interest income was $20,400 and $93,300 for the three months and
nine months ended June 30, 2007, respectively.

At June 30, 2007, the company's consolidated balance sheet showed
$2.3 million in total assets, $487,748 in total liabilities, and
$1.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?230c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Carlin, Charron & Rosen LLP, in Westborough, Mass., expressed
substantial doubt about Medwave Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Sept. 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring net losses and accumulated
deficit of approximately $34,000,000 at Sept. 30, 2006.

The Company continues to experience net losses and has an
accumulated deficit of approximately $37,500,000 through June 30,
2007.

                        About Medwave Inc.

Based in Arden Hills, Minn., Medwave,Inc. (Nasdaq: MDWV) --
http://www.mdwv.com/-- develops, manufacturers and distributes    
sensor-based non-invasive blood pressure solutions.


MORGAN STANLEY: Moody's Rates Class O Certificates at Caa2
----------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 12 classes of Morgan Stanley Dean Witter
Capital I Trust 2000-LIFE2, Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE2 as:

-- Class A-2, $435,276,030, affirmed at Aaa
-- Class X, Notional, affirmed at Aaa
-- Class B, $22,961,000, affirmed at Aaa
-- Class C, $24,874,000, upgraded to Aa2 from Aa3
-- Class D, $6,888,000, affirmed at A1
-- Class E, $18,751,000, affirmed at Baa1
-- Class F, $7,653,000, affirmed at Baa3
-- Class J, $9,184,000, affirmed at Ba2
-- Class K, $3,061,000, affirmed at Ba3
-- Class L, $4,018,000, affirmed at B1
-- Class M, $6,697,000, affirmed at B2
-- Class N, $2,870,000, affirmed at B3
-- Class O, $957,000, affirmed at Caa2
As of the Aug. 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 26.6% to
$561.4 million from $765.3 million at securitization.  The
certificates are collateralized by 87 loans secured by commercial
and multifamily properties.  The loans range in size from less
than 1% to 9.1% of the pool, with the top 10 loans representing
39.7% of the outstanding pool balance.  The pool consists of a
conduit component, representing 67.6% of the pool, and a shadow
rated loan component, representing 23.9% of the pool.  

Twelve loans, representing less than 8.5% of the pool, have
defeased and been replaced with U.S. Government securities. There
are no loans in special servicing currently.  One loan has been
liquidated from the trust resulting in aggregate realized losses
of about $161,000.  Nineteen loans, representing 27% of the pool,
are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for 100%
of the pool.  Moody's weighted average loan to value ratio for the
conduit component is 77%, compared to 78.7% at last review and
compared to 73.3% at securitization.  Moody's is upgrading Class C
due to pay downs, increased subordination levels and defeasance.

The largest shadow rated loan is the Towers at Portside Loan ($51
million -- 9.1%), which is secured by a 527-unit multifamily
complex located on the waterfront of Jersey City, New Jersey.  As
of December 2006, the property was 96% occupied, compared to 94.0%
at last review and compared to 99% at securitization.  Performance
has improved since last review due to increased rental revenue.  
Net operating income has increased by 17% since 2005.  Moody's
current shadow rating is Aa2, compared to A1 at last review and at
securitization.

The second largest shadow rated loan is the Southbridge Woods
Apartments Loan ($26.7 million - 4.7%), which is secured by a 648-
unit multifamily complex located in South Brunswick, New Jersey.  
Moody's current shadow rating is Baa1, the same as at last review
and compared to Baa3 at securitization.

The third largest shadow rated loan is the Tasman Corporate Center
Loan ($20.9 million - 3.7%), which is secured by a 141,000 square
foot office building located in Santa Clara, California.  The
property is situated in a corporate park containing 6 million
square feet of office space.  The property is 100% occupied by
Brio Technology through June 2010.  Moody's current shadow rating
is Baa2, the same as at last review and at securitization.

The fourth largest shadow rated loan is the Affinity Office
Building Loan ($18.7 million -- 3.3%), which is secured by a
467,000 square foot office building located in Columbia, South
Carolina.  Moody's current shadow rating is Baa1, the same as at
last review and at securitization.

The fifth largest shadow rated loan is the Pinnacle at Squaw Peak
Loan ($17.3 million -- 3.1%), which is secured by a 350-unit
luxury apartment complex located in Phoenix, Arizona. Moody's
current shadow rating is Baa3, the same as at last review and
compared to Baa1 at securitization.

The top three conduit loans represent 11.1% of the pool.  The
largest conduit loan is the Twin County Building Loan
($23.2 million -- 4.1%), which is secured by a 657,000 square foot
warehouse-distribution center located in Edison, New Jersey.  As
of February 2007, the property was 84% occupied, compared to 95.7%
at securitization.  The loan is on the master servicer's watchlist
due to low debt service coverage.  Moody's LTV is 90.2%, compared
to 89.8% at last review and compared to 82.4% at securitization.

The second largest conduit loan is the 825 Seventh Avenue Loan
($22.0 million - 3.9%), which is secured by a 165,000 square foot
office condominium located in midtown Manhattan.  Moody's LTV is
77%, the same as at last review and compared to 88.9% at
securitization.

The third largest conduit loan is the Marigold Center Loan ($17
million -- 3.0%), which is secured by a 174,000 square foot
neighborhood shopping center located in San Luis Obispo,
California.  Moody's LTV is 76.7%, compared to 77.6% at last
review and compared to 82.7% at securitization.


MORGAN STANLEY: Fitch Puts Low-B Ratings on Two Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Morgan Stanley
mortgage pass-through certificates.  Affirmations total
$4.8 billion and downgrades total $99.7 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as :

Morgan Stanley ABS Capital I Inc, Trust 2005-WMC1 Total
  -- $38.4 million class M-1 affirmed at 'AA+' (BL: 39.17, LCR:
     3.88);
  -- $35 million class M-2 affirmed at 'AA' (BL: 28.3, LCR:
     2.8);
  -- $22.3 million class M-3 affirmed at 'AA-' (BL: 24.99, LCR:
     2.47);
  -- $20 million class M-4 affirmed at 'A+' (BL: 22.05, LCR:
     2.18);
  -- $18.3 million class M-5 affirmed at 'A' (BL: 19.37, LCR:
     1.92);
  -- $17.2 million class M-6 affirmed at 'A-' (BL: 16.85, LCR:
     1.67);
  -- $16 million class B-1 affirmed at 'BBB+' (BL: 14.56, LCR:
     1.44);
  -- $12.6 million class B-2 affirmed at 'BBB' (BL: 12.88, LCR:
     1.27);
  -- $12.6 million class B-3 affirmed at 'BBB-' (BL: 11.48,
     LCR: 1.14).

Deal Summary
  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 26.58%;
  -- Realized Losses to date (% of Original Balance): 1.02%;
  -- Expected Remaining Losses (% of Current Balance): 10.10%;
  -- Cumulative Expected Losses (% of Original Balance): 2.92%.

Morgan Stanley Capital I Inc, Trust 2006-WMC1
  -- $486.8 million class A affirmed at 'AAA' (BL: 44.92, LCR:
     4.28);
  -- $43.4 million class M-1 affirmed at 'AA+' (BL: 37.24, LCR:
     3.55);
  -- $39.4 million class M-2 affirmed at 'AA+' (BL: 33.54, LCR:
     3.19);
  -- $29.1 million class M-3 affirmed at 'AA' (BL: 29.71, LCR:
     2.83);
  -- $19.4 million class M-5 affirmed at 'A+' (BL: 24.6, LCR:
     2.34);
  -- $19.4 million class M-4 affirmed at 'AA-' (BL: 27.15, LCR:
     2.58);
  -- $17.1 million class M-6 affirmed at 'A' (BL: 22.32, LCR:
     2.12);
  -- $18.2 million class B-1 affirmed at 'A-' (BL: 19.87, LCR:
     1.89);
  -- $14.2 million class B-2 affirmed at 'BBB+' (BL: 18.05,
     LCR: 1.72);
  -- $13.7 million class B-3 affirmed at 'BBB' (BL: 16.62, LCR:
     1.58).

Deal Summary
  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 13.07%;
  -- Realized Losses to date (% of Original Balance): 1.21%;  
  -- Expected Remaining Losses (% of Current Balance): 10.50%;
  -- Cumulative Expected Losses (% of Original Balance): 8.09%.

Morgan Stanley Capital I Inc, Trust 2006-NC1
  -- $538.2 million class A affirmed at 'AAA' (BL: 97.56, LCR:
     10.62);
  -- $44 million class M-1 affirmed at 'AA+' (BL: 32.17, LCR:
     3.5);
  -- $40.8 million class M-2 affirmed at 'AA+' (BL: 30.18, LCR:
     3.29);
  -- $23.9 million class M-3 affirmed at 'AA' (BL: 27.90, LCR:
     3.04);
  -- $20.7 million class M-4 affirmed at 'AA-' (BL: 25.39, LCR:
     2.76);
  -- $20.7 million class M-5 affirmed at 'A+' (BL: 22.89, LCR:
     2.49);
  -- $18.7 million class M-6 affirmed at 'A' (BL: 20.59, LCR:
     2.24);
  -- $18.1 million class B-1 affirmed at 'A-' (BL: 18.34, LCR:
     2);
  -- $16.2 million class B-2 affirmed at 'BBB+' (BL: 16.46,
     LCR: 1.79);
  -- $13.6 million class B-3 affirmed at 'BBB' (BL: 15.18, LCR:
     1.65).

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 14.9%;
  -- Realized Losses to date (% of Original Balance): 0.38%;
  -- Expected Remaining Losses (% of Current Balance): 9.18%;
  -- Cumulative Expected Losses (% of Original Balance): 6.13%.

Morgan Stanley Capital I Inc, Trust 2006-NC2
  -- $671.9 million class A affirmed at 'AAA' (BL: 38.26, LCR:
     2.8);
  -- $53.9 million class M-1 affirmed at 'AA+' (BL: 31.32, LCR:
     2.29);
  -- $41.1million class M-2 affirmed at 'AA+' (BL: 27.93, LCR:
     2.04);
  -- $24.8 million class M-3 affirmed at 'AA' (BL: 25.36, LCR:
     1.86);
  -- $22 million class M-4 affirmed at 'A+' (BL: 23.08, LCR:
     1.69);
  -- $22 million class M-5 affirmed at 'A' (BL: 20.81, LCR:
     1.52);
  -- $19.8 million class M-6 downgraded to 'BBB+' from 'A-'
     (BL: 18.73, LCR: 1.37);
  -- $19.8 million class B-1 downgraded to 'BBB' from 'BBB+'
     (BL: 16.62, LCR: 1.22);
  -- $15.6 million class B-2 downgraded to 'BBB-' from 'BBB'
     (BL: 15.03, LCR: 1.1);
  -- $14.2 million class B-3 downgraded to 'BB' from 'BBB-'
     (BL: 13.85, LCR: 1.01).

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 20.46%;
  -- Realized Losses to date (% of Original Balance): 0.42%;
  -- Expected Remaining Losses (% of Current Balance): 13.66%;
  -- Cumulative Expected Losses (% of Original Balance): 9.56%.

Morgan Stanley Capital I Inc, Trust 2006-NC3
  -- $684.7 million class A affirmed at 'AAA' (BL: 37.95, LCR:
     3.08);
  -- $54 million class M-1 affirmed at 'AA+' (BL: 30.79, LCR:
     2.5);
  -- $44.9 million class M-2 affirmed at 'AA' (BL: 27.47, LCR:
     2.23);
  -- $25.2 million class M-3 affirmed at 'AA' (BL: 24.93, LCR:
     2.02);
  -- $22.4 million class M-4 affirmed at 'A+' (BL: 22.66, LCR:
     1.84);
  -- $21.7 million class M-5 affirmed at 'A' (BL: 20.47, LCR:
     1.66);
  -- $20.3 million class M-6 affirmed at 'A-' (BL: 18.37, LCR:
     1.49);
  -- $18.9 million class B-1 affirmed at 'BBB+' (BL: 16.37,
     LCR: 1.33);
  -- $16.1 million class B-2 downgraded to 'BBB-' from 'BBB'
    (BL: 14.69, LCR: 1.19);
  -- $14 million class B-3 downgraded to 'BB+' from 'BBB-' (BL:
     13.43, LCR: 1.09).

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 17.37%;
  -- Realized Losses to date (% of Original Balance): 0.39%;
  -- Expected Remaining Losses (% of Current Balance): 12.32%;
  -- Cumulative Expected Losses (% of Original Balance): 8.89%.

Morgan Stanley Home Equity Loan Trust 2006-1
  -- $560.7 million class A affirmed at 'AAA' (BL: 42.80, LCR:
     5.86);
  -- $44.8 million class M-1 affirmed at 'AA+' (BL: 32.35, LCR:
     4.43);
  -- $41.1 million class M-2 affirmed at 'AA+' (BL: 30.89, LCR:
     4.23);
  -- $25.1 million class M-3 affirmed at 'AA' (BL: 28.99, LCR:
     3.97);
  -- $22.1 million class M-4 affirmed at 'AA' (BL: 26.72, LCR:
     3.66);
  -- $20.8 million class M-5 affirmed at 'AA-' (BL: 24.30, LCR:
     3.33);
  -- $18.4 million class M-6 affirmed at 'A+' (BL: 22.11, LCR:
     3.03);
  -- $18.4 million class B-1 affirmed at 'A' (BL: 19.88, LCR:
     2.72);
  -- $16.5 million class B-2 affirmed at 'A-' (BL: 18.01, LCR:
     2.47);
  -- $14.7 million class B-3 affirmed at 'BBB+' (BL: 16.72,
     LCR: 2.29).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 10.67%;
  -- Realized Losses to date (% of Original Balance): 0.57%;
  -- Expected Remaining Losses (% of Current Balance): 7.30%;
  -- Cumulative Expected Losses (% of Original Balance): 5.59%.

Morgan Stanley Home Equity loan Trust 2006-2
  -- $507 million class A affirmed at 'AAA' (BL: 41.14, LCR:
     3.84);
  -- $37.8 million class M-1 affirmed at 'AA+' (BL: 33.42, LCR:
     3.12);
  -- $34.8 million class M-2 affirmed at 'AA' (BL: 30.71, LCR:
     2.86);
  -- $20.9 million class M-3 affirmed at 'AA' (BL: 28.11, LCR:
     2.62);
  -- $18.4 million class M-4 affirmed at 'AA-' (BL: 25.65, LCR:
     2.39);
  -- $16.9 million class M-5 affirmed at 'A+' (BL: 23.40, LCR:
     2.18);
  -- $16.4 million class M-6 affirmed at 'A' (BL: 21.21, LCR:
     1.98);
  -- $14.9 million class B-1 affirmed at 'A-' (BL: 19.18, LCR:
     1.79);
  -- $14.4 million class B-2 affirmed at 'BBB+' (BL: 17.33,
     LCR: 1.62);
  -- $10.4 million class B-3 affirmed at 'BBB' (BL: 16.22, LCR:
     1.51).

Deal Summary
  -- Originators: 45.2% AIG Bank, Various;
  -- 60+ day Delinquency: 14.14%;
  -- Realized Losses to date (% of Original Balance): 0.53%;
  -- Expected Remaining Losses (% of Current Balance): 10.72%;
  -- Cumulative Expected Losses (% of Original Balance): 8.43%.

These transactions were placed on 'Under Analysis' on Aug. 21,
2007.  The rating actions are based on changes that Fitch has made
to its subprime loss forecasting assumptions.  The updated
assumptions better capture the deteriorating performance of pools
from 2006 and late 2005 with regard to continued poor loan
performance and home price weakness.


MORGAN STANLEY: Fitch Junks Ratings on Three Cert. Classes
----------------------------------------------------------
Fitch Ratings has taken rating actions on these Morgan Stanley
issues:

Series 2002-AM2
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB-' from 'A';
  -- Class B-1, B-2 remains at 'C/DR6'.

Series 2003-SD1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'A-' from 'A';
  -- Class B-1 downgraded to 'B' from 'BBB';
  -- Class B-2 downgraded to 'C/DR4' from 'BBB-'.

Series 2003-HE2
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BBB-'.

Series 2004-NC3
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 downgraded to 'B+' from 'BBB-';
  -- Class B-4 downgraded to 'B' from 'BB+'.

Series 2004-NC4
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 downgraded to 'BB' from 'BBB-';
  -- Class B-4 downgraded to 'CCC/DR1' from 'BB+'.

Series 2004-NC6
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 rated 'BBB-', placed on Rating Watch Negative.

Series 2004-HE9
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BBB-'.

The collateral of the above transactions consists of fixed- and
adjustable-rate subprime mortgage loans secured by first and
second liens on residential properties.  The AM series is backed
by a majority of collateral originated or acquired by Aames
Capital Corporation.  The NC series are backed by a majority of
collateral originated or acquired by New Century Capital
Corporation.  The HE series are backed by collateral originated or
acquired from multiple sellers.  The loans are serviced by various
servicers, including Countrywide Home Loans, Inc. (rated 'RPS1' by
Fitch), Ocwen Financial Corp (rated 'RPS2' by Fitch), Wilshire
Credit Corp (rated 'RPS1' by Fitch), and HomeEq Servicing Corps
(rated 'RPS1' by Fitch).

The affirmations, affecting approximately $879 million in
outstanding certificates, reflect adequate levels of credit
enhancement relative to expected losses.  The pools are seasoned
between 32 (2004-HE9) and 63 (2002-AM2) months and have pool
factors (current collateral balance as a percentage of the initial
balance) ranging from approximately 5% (2002-AM2) to approximately
20% (2004-HE9).  The 60+ delinquencies range from 15.26% (2004-
NC4) to 34.75% (2003-SD1).

The negative rating actions, affecting approximately
$24.9 million, are the result of deterioration in the relationship
between CE and expected losses.  All of the affected bonds have
serious delinquencies (loans delinquent more than 60 days,
inclusive of loans in foreclosure, bankruptcy, and real estate
owned) of between 15.26% (2004-NC4) and 34.75% (2003-SD1) and
current cumulative losses of between 0.76% (2004-NC4) and 2.61%
(2003-SD1).  

Three classes were rated in the 'B-' to 'C' range, indicating that
the transaction has either exhausted its overcollateralization and
the most subordinate bond has begun to experience write downs due
to losses, or that the OC will be exhausted in the coming months,
at which time continued losses would cause the most subordinate
bonds to be written down.  The pool factors of all the affected
issues are between 5% (2002-AM2) and 17% (2004-NC4).

Class B-3 from series 2004-NC6 was placed on Rating Watch Negative
due to current trends in the relationship between serious
delinquency and credit enhancement.  This transaction, affecting
approximately $5.2 million of outstanding certificates, has 15.32%
of its current collateral balance in 60+ DQ, with 9.0% in
foreclosure and REO.  The OC is currently at target and providing
4.50% in credit enhancement to class B-3.  In addition, the
annualized excess spread currently available to absorb losses is
1.71%.


MORTGAGE CAPITAL: Fitch Revises DR Rating to CCC/DR2
----------------------------------------------------
Fitch Ratings revises the Distressed Recovery rating of Mortgage
Capital Funding, Inc.'s commercial mortgage pass-through
certificates, series 1998-MC1, as:

  -- $2.4 million Class M to 'CCC/DR2' from 'CCC/DR1'.

In addition, Fitch affirms these classes:

  -- $104.7 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $51.8 million class B at 'AAA';
  -- $71.2 million class C at 'AAA';
  -- $12.9 million class D at 'AAA'
  -- $64.7 million class E at 'AAA';
  -- $12.9 million class F at 'AAA';
  -- $38.8 million class G at 'AAA'.

Fitch does not rate the $51.8 million class H, $12.9 million class
J, $12.9 million class K, $32.4 million class L, or
$6.8 million class N certificates.  The class A-1 certificates
have paid in full.

The class M DR rating is revised to 'CCC/DR2' from 'CCC/ DR1'
based on actual and anticipated losses

The affirmations are due to stable overall performance since the
last review.  Since issuance, 27 loans (42.7%) have defeased,
including six of the top five loans (32%).  As of the August 2007,
distribution date, the pool has paid down 62% to $492.1 million
from $1.29 billion at issuance.

There were three assets (2.0%) in special servicing as of the
August 2007 distribution date: an REO asset that was sold in
August 2007, a 60 day delinquent loan, and a loan that paid in
full in August 2007.

The largest specially serviced asset (1.2%) is a real estate owned
medical office property located in Memphis, TN.  The property was
sold in August 2007 and realized losses will be reflected in the
September 2007 distribution.

The second largest specially serviced loan (0.6%) is secured by a
230 unit multi-family property located in Jackson, MI and is 60+
days delinquent.  The property was transferred to the special
servicer in early August 2007 and losses are possible.

The smallest specially serviced loan (0.2%) is secured by a retail
property in Addison, TX.  The loan paid in full at the end of
August 2007 and the proceeds will be reflected in the September
remittance report.

Realized and expected losses from the specially serviced loans are
expected to impact class M and completely deplete the non-rated
class N.


NASSAU CDO: Moody's Puts "Ba1" Rating on Review and May Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Nassau CDO
I, Ltd. on review for possible downgrade:

-- Class Description: 18,000 Preference Shares Par Value    
    $0.01 Per Share

    Prior Rating: Ba1

    Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


NATURADE INC: Has $18.5 Mil. Stockholders' Deficit as of June 30
----------------------------------------------------------------
Naturade Inc. delivered its financial results for the quarter
ended June 30, 2007, to the Securities and Exchange Commission on
Sept. 4, 2007.

At June 30, 2007, the company's balance sheet showed $1,567,515
in total assets, $13,101,934 total liabilities and $6,970,000
redeemable convertible preferred stock, resulting in a
$18,504,419 stockholders' deficit.

The company reported a $1,053,989 net loss with $1,330,394 net
sales for the three months ended June 30, 2007, compared with a
$4,631,467 net loss with $2,786,622 net sales for the three months
ended June 30, 2006.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $798,838 in total current assets
available to pay $3,929,526 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at

http://sec.gov/Archives/edgar/data/797167/000114420407047745/v0869
01_10-q.htm

Based in Brea, California, Naturade Inc. (OTC BB:NRDCE.OB) --
http://www.naturade.com/-- distributes nutraceutical supplements.   
The Company filed for chapter 11 protection on Aug. 31, 2006
(Bankr. C.D. Calif. Case No. 06-11493).  Richard H. Golubow, Esq.,
Robert E. Opera, Esq. and Sean A. O'Keefe, Esq., at Winthrop
Couchot P.C., in Newport Beach, California, represent the Debtor.  
When the Debtor filed for protection from its creditors, it listed
assets of $10,255,402 and debts of $18,427,161.


NATURALLY ADVANCED: Incurs $443,773 Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
Naturally Advanced Technologies Inc. incurred a net loss of
$443,773 in the second quarter ended June 30, 2007, an increase
from the $347,353 net loss in the same period last year.  Sales
rose to $475,118 from $99,883.

For the six months ended June 30, 2007, the company incurred a net
loss of $577,870, a decrease from the $672,242 net loss reported
in the same period last yer, mainly due to higher sales and the
capitalization of research and development costs.

During the six-month period ended June 30, 2007, the company
generated $1.1 million in gross revenues, an increase from the
gross revenues of $385,076 reported for the same six-month period
ended June 30, 2006, mainly due to the new design additions to the
company's apparel line under the HT Naturals brand.  

During the six-month period ended June 30, 2007, the company
recorded operating expenses of $936,948 compared to operating  
expenses of $787,373 during the  six-month period ended June 30,
2006.

Interest costs for the  six-month period ended June 30, 2007,
which is included in total expenses, were $48,302 compared with
$31,657 for the same period in 2006.  The increase in interest
costs relates to the loan from a director, which has been used to
fund apparel manufacturing.

At June 30, 2007, the company's consolidated balance sheet showed
$1.3 million in total assets, $893,209 in total liabilities, asnd
$362,356 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quartr ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2313

                       Going Concern Doubt

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
expressed substantial doubt about Naturally Advanced
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 significant losses since inception and further
anticipated losses in the development of its business.

The company has incurred losses since inception of $4.7 milion and
further losses are anticipated in the development of its business.

                    About Naturally Advanced

Headquartered in Vancouver, Naturally Advanced Technologies Inc.
(OTC BB: NADVF.OB) -- http://www.naturallyadvanced.com/-- is a  
provider of sustainable, environmentally-friendly fibers and
fabrics as well as bast fiber enzymatic processes(TM).  


NEFF CORP: Completes $230 Mil. Exchange Offer of 10% Sr. Notes
--------------------------------------------------------------
Neff Corp. has completed its $230,000,000 offer to exchange all of
its outstanding 10% Senior Notes due 2015, for an equal principal
amount of 10% Senior Notes due 2015, pursuant to a Registration
Statement on Form S-4 that was declared effective on July 31, 2007
by the U.S. Securities and Exchange Commission.

The exchange offer expired at 12:00 midnight, New York City time,
on Aug. 31, 2007.  At the time of the expiration, subject to
confirmation of tenders sent via the Guarantee Delivery
Procedures, tenders of $230,000,000 aggregate principal amount, or
100%, of the Outstanding Notes were validly tendered and not
withdrawn.

The Exchange Notes are identical in all material respects to the
Outstanding Notes, except that the Exchange Notes do not contain
terms restricting transfer or terms relating to registration
rights.

Headquartered in Miami, Florida, Neff Corp. operates through its
network of 66 branches in 14 states located within the
economically attractive Sunbelt geographic market, serving more
than 20,000 diversified customers who rent leading brands of
equipment and tools. Construction companies, golf course
developers, industrial plants, the oil industry, and
municipalities all rely on Neff for reliable and quality
equipment.

                         *     *     *

As reported in the Troubled Company Reporter on May 7, 2007,
Moody's Investors Service assigned ratings to Neff Corp.: (i)
corporate family rating - B3; (ii) probability of default - B3;
(iii) second lien term loan -- B3 (LGD4, 56%); (iv) senior
unsecured notes -- Caa2 (LGD5, 87%); and (v) speculative grade
liquidity rating -- SGL-3.  The outlook is stable.

Standard & Poor's Ratings Services affirmed its ratings on  Neff
Corp. and its operating subsidiaries, including its 'B+' corporate
credit rating.  At the same time, the ratings were removed from
CreditWatch where they were placed with negative implications on
April 3, 2007, after news on the sale of the company.


NEW YORK RACING: To Retain Franchise on Governor's Recommendation
-----------------------------------------------------------------
Gov. Eliot Spitzer said that he is considering on having the New
York Racing Association retain the state's thoroughbred horse
racing franchise, the New York Times reports.

The New York Times relates that Gov. Spitzer proposes to let NYRA
retain the rights to operating the Belmont, Saratoga and Aqueduct
racetracks but agree to a revamp in the company's structure and
management.  However, operation for the video lottery terminals at
Aqueduct would be given to a different party.  Mr. Spitzer's
proposal will, however, still need the approval of the
Legislature, the report adds.

Further, Mr. Spitzer's plan also proposes that the state
contribute $75 million to assist NYRA as well as cancel NYRA's
debt to the state.  According to Mr. Spitzer, this would
eventually be recouped from the revenue of the lottery-terminal
franchise, the report discloses.

The report further relates that Senate majority leader, Joseph L.
Bruno blasted Mr. Spitzer for ignoring a committee recommendation
awarding the franchise to Excelsior Racing Associates.  Capital
Play and Empire Racing Associates, who also are interested in the
franchise, both said that they will ask the Legislature to set
aside the recommendation of Mr. Spitzer, the report says.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich,
Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.  The Debtor's
exclusive period to file a chapter 11 plan expires on Nov. 15,
2007.


NGE LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: NGE, LLC
        905 Trinity Drive
        Key West, FL 33040

Bankruptcy Case No.: 07-17247

Chapter 11 Petition Date: September 5, 2007

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: James A. Poe, Esq.
                  9500 South Dadeland Boulevard, Suite 610
                  Miami, FL 33156
                  Tel: (305) 670-3950
                  Fax: (305) 670-3951

Total Assets: $3,000,100

Total Debts:  $1,500,000

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


NORD RESOURCES: Posts $1.5 Million Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Nord Resources Corp. incurred a net loss of $1.5 million in the
second quarter ended June 30, 2007, compared to a net loss of
$1.5 million in the same period in 2006.  

The company reported $-0- revenues in both periods due to the fact
that the Johnson Camp Mine was on a care and maintenance program
during these periods.

Operating expenses increased from $1.2 million to $1.5 million,
mainly due to an increase of $486,031 in drilling costs at Coyote
Springs and an increase in labor costs of $237,297 resulting
primarily from the bonuses earned as a result of the completion of
the recent financings.  

Interest expense decreased by $176,983 for the three months ended
June 30, 2007, compared to the three months ended June 30, 2006.
This decrease was due primarily to a reduction in the amortization
of debt issuance costs of $80,811 and $102,406 related to the
company's outstanding $5,000,000 secured bridge loan from Nedbank
Limited and the outstanding $600,000 revolving line of credit from
related parties, respectively, as well as the accretion of
expenses related to the issuance of warrants in conjunction with
these transactions.

During the three months ended June 30, 2006, the company
recognized a gain of $50,165 on its investment in Allied Gold.  
This gain was partially offset by a decline in the value of the
copper put options the company purchased in conjunction with the
bridge loan from Nedbank during the three months ended June 30,
2006, in the amount of $3,185.  The company liquidated its
holdings in Allied Gold and its copper put options during the year
ended Dec. 31, 2006.

Miscellaneous income increased by $168,856 for the three months
ended June 30, 2007, as compared to the three months ended
June 30, 2006.  This increase was due primarily to $150,000 the
company received from Platinum Diversified Mining pursuant to the
PDM Settlement Agreement entered into during the first quarter of
2007 and a $50,917 increase in interest income.

At June 30, 2007, the company's consolidated balance sheet showed
$16.0 million in total assets, $1.8 million in total liabilities,
and $14.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2315

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 10, 2007,
Mayer Hoffman McCann PC, in Denver, expressed substantial doubt
about Nord Resources Corporation'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 company reported that the company incurred a net
loss of $6.3 million and $3.1 million during the years ended Dec.
31, 2006, and 2005, respectively.  

The company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its
obligations on a timely basis, to obtain additional financing to
resume mining operations at Johnson Camp Mine, and to produce
copper to sell at a level where the company becomes profitable.

                      About Nord Resources

Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/ -- is an emerging copper
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.


NRG ENERGY: Executives Formulate Plans to Buy and Sell Stocks
-------------------------------------------------------------
David Crane, NRG Energy Inc.'s president and chief executive
officer and Robert Flexon, the company's executive vice president
and chief financial officer, and other senior NRG executives, have
established trading plans in accordance with Rule 10b5-1 of the
Securities Exchange Act.  Rule 10b5-1 permits individuals who are
not then in possession of material nonpublic information to
establish prearranged plans to buy or sell stock.  

The rule allows individuals to buy or sell shares of stock at a
specific price in the future, regardless of any subsequent
material nonpublic information.

It is the viewpoint of the company that enabling prudent financial
planning is an essential component of management retention.  In
order to mitigate potential market concerns about the timing of
share transactions, the company has requested that all of its
Section 16 officers, including its CEO and CFO, who elect to buy
or sell NRG shares, do so pursuant to Rule 10b5-1 plans.

Under their individual plans, Mr. Crane and Mr. Flexon intend to
exercise a portion of their original grants, including vested
stock options, and sell the underlying net shares of NRG common
stock.  

After completion of all of the sales contemplated by the  trading
plans, both Mr. Crane and Mr. Flexon will continue to hold
ownership interests in NRG well in excess of the company's current
stock ownership guidelines.

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

                          *     *     *

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


PAC-WEST TELECOMM: Court Approves Disclosure Statement
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Pac-West Telecomm, Inc.'s disclosure statement to its
Modified Second Amended of Reorganization and scheduled a
confirmation hearing for Oct. 22, 2007.

The Court authorized Pac-West to distribute its Plan and
disclosure statement to creditors and to solicit votes in favor of
its Plan.  Pac-West intends to mail the documents on or before
Sept. 10, 2007.

The Plan includes negotiated arrangements for the sharing of
proceeds among Pac-West's secured and unsecured creditors.  The
Plan has the support of several important creditor classes holding
a majority of Pac-West's secured debt and the support of its
official committee of unsecured creditors.

Assuming confirmation by the Court, the Plan would become
effective upon satisfaction of certain other conditions and
consummation of the previously-approved plan funding agreement
between Pac-West and the Plan sponsor, an affiliate of existing
investor Columbia Ventures Corporation.  The Plan provides that,
upon exit from chapter 11, the stock of Pac-West would be wholly-
owned by the Plan sponsor.

"We are very pleased to have gained the support of the official
committee of unsecured creditors and to have court approval for
the Company's disclosure statement," Pac-West's President and CEO,
Wally Griffin, said.  Pac-West's chief restructuring officer,
Michael Katzenstein, noted that Pac-West remains on track to
emerge from Chapter 11 protection in the next few months.

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

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


PAINTER & RUTHENBERG: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Painter & Ruthenberg, Inc.
        2660 Beech Daly Road
        Inkster, MI 48141

Bankruptcy Case No.: 07-57629

Type of Business: The Debtor is a local trucking operator.

Chapter 11 Petition Date: September 5, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Richard F. Fellrath, Esq.
                  4056 Middlebury Drive
                  Troy, MI 48085
                  Tel: (248) 519-5064
                  Fax: (248) 519-5065

Total Assets: $1,032,748

Total Debts:  $2,358,271

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
L.E. Ruthenberg                                           $357,266
31588 East Gunn Road
Rochester, MI 48306

Dorris Ruthenberg                                         $357,266
31588 East Gunn Road
Rochester, MI 48306

5th/3rd Bank of East Michigan    Bank Loan                $850,000
1000 Town Center, Suite 1400                              Secured:
Southfield, MI 48075                                      $716,537
                                                        Unsecured:
                                                          $133,463

Godfrey Hammel & Company, P.C.                             $88,279

Unemployment Agency                                        $53,583

Amercom                                                    $52,484

Central States Pension Fund                                $51,292

Big Truck Rental                                           $35,215

Lease Corp. of America                                     $32,798

State of Michigan                                          $30,453

City of Inkster, Treasurer                                 $29,020

34th District Court                                        $25,655

City of Taylor, Michigan                                   $25,414

Dependable Wholesale, Inc.                                 $23,172

Taylor Recycling Inc.                                      $21,800

American Diesel, Inc.                                      $21,720

Waste Mgt-4                                                $18,407

LA Hill, Inc.                                              $16,316

McNeilus Truck & Manufacturing                             $16,051

Kash/Kroger                                                $15,203


PATRIOT AVIATION: Donlin Recano OK'd as Panel's Information Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized the Official Committee of Unsecured Creditors in
Patriot Aviation Services Inc.'s bankruptcy case to retain Donlin,
Recano & Company Inc. as its information agent.

The Committee is currently composed of Vortex Aviation Capital,
LLC, Lateef Obaydi, Aero Tool & Engineering, Jet Aviation
Specialties, Inc., and Patrick J. Kaufman.

As the Committee's information agent, Donlin Recano is expected
to:

   a. provide access to information for creditors -- who hold
      claims of the kind represented by that committee and who are  
      not appointed to the committee, through web based technology  
      (Committee Website) developed by the firm, which may
      include, but not be limited to:

      1. General case information including case dockets, access
         to docket filings, composition of the Committee, their
         counsel, and the date, place and time of the Section 341
         meeting;

      2. Answers to frequently-asked questions, discussing, among
         other things, a general overview of the Chapter 11
         process, the role of the Committee, the responsibility of
         committee members, and the filing of a proof of claim;

      3. A Committee reports section providing monthly operating
         reports filed by the Debtor and monthly Committee written
         reports summarizing recent proceedings, events and public
         financial information;

      4. A password-protected confidential information access
         section whereby creditors who have executed a
         confidentiality agreement may retrieve confidential
         information;

      5. A case calendar section which will include case matters
         of relevance to the unsecured creditors;

      6. A section providing the creditor the ability to e-mail a
         question and receive a response;

      7. Press releases (if any) issued by each of the Committee
         and the Debtors;

      8. Highlights of significant events in the cases;

      9. Links to other relevant websites;

     10. Any other information to be posted at the direction of
         the Court, the Committee or its counsel.

   b. solicit and receive comments from the creditors through use
      of the Committee Website and the ability of the creditors to
      e-mail comments and questions;

   c. establish and maintain a telephone number and call center
      for unsecured creditors to call with questions;

   d. to the extent required by the Committee, its counsel or the
      Court, provides notice to the unsecured creditors as to the
      existence of the Committee Website; and

   e. provides such other services as required by the Court, the
      Committee or its counsel to assist the Committee in
      complying with the requirements of Section 1102(b)(3) of the
      Bankruptcy Code.

Papers filed with the court did not disclose the firm's
compensation rate.

To the best of the Debtor's knowledge, the firm does not hold any
interests adverse to the Debtor's estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

               About Patriot Aviation Services, Inc.

Headquartered in Fort Lauderdale, Florida, Patriot Aviation
Services, Inc.-- http://www.patriotaviation.com-- is an  
independent repair station that provides Overhaul, Quick
Turn/Hospital Repair and AOG/Field Services for new generation and
classic turbine engines in global and regional jet aircraft.  

On June 27, 2007, creditors Vortex Aviation Capital, LLC, Doris
Henson, and Lateef Obaydi, filed in involuntary chapter 11
petition against the company (Bank. S.D. Fla. Case NO. 07-14995).  
The creditors disclosed total claims amounting to $2,151,000.  The
three creditors are represented by Sherri B. Simpson, Esq., of the
Law Offices of Sherri B. Simpson, P.A.

On June 29, 2007, the Court entered an order for the appointment
of a chapter 11 trustee in the Debtor's case.  Kenneth A. Welt was
appointed as Trustee.  Mr. Welt is represented by Lawrence A
Gordich, Esq., at Ruden McClosky.

The Debtor is represented by Grace E. Robson, Esq., and Jordi
Guso, Esq., at Berger Singerman, P.A.  The Official Committee of
Unsecured Creditors is represented by Frank P Terzo, Esq., at
Katz, Barron, Squitero & Faust, P.A.


PITTSFIELD WEAVING: Disclosure Statement Hearing Moved to Sept. 11
------------------------------------------------------------------
The Honorable Mark W. Vaughn of the U.S. Bankrupt Court for the
District of New Hampshire will continue the hearing on Sept. 11,
2007, at 9:00 a.m., to consider the adequacy of Pittsfield Weaving
Company's Amended Disclosure Statement explaining its Amended
Chapter 11 Plan of Reorganization dated July 10, 2007.

Judge Vaugh originally scheduled the Debtor's Disclosure Statement
hearing on Aug. 16, 2007.

                       Treatment of Claims

As reported in the Troubled Company Reporter on Aug. 10, 2007,
under the Plan, Administrative and Priority Tax Claims will be
paid in full.

Superpriority Loan Claims will be paid in full with interest, in
60 consecutive monthly installments of principal, plus interest
beginning on the 30th day after the effective date.

CapitalSource's Secured Claim may be paid in the amount of
$5,189,692, over a period of 15 years in consecutive, blended
monthly installments of principal and interest at the non-default
contract rate.

Meredith Village Savings Bank Claims will be paid by Windwalker
in accordance with the terms of the MVSB loan documents.

Holders of Minor Unsecured Claims will receive monthly payments
and retain their collateral for the payment of the claims.

Each holder of Convenience Claim will receive an amount equal to
50% of the holders' claim.

The Debtor will compelete and deliver to the holders of General
Unsecured Claims a promissory note for the payment of an amount
equal to the allowed amount of the claims with interest, in
120 consecutive, blended monthly installments of principal
and interest.

Notwithstanding the 15 year amortization schedule, each unsecured
creditors have the option to demand payment in full at the end of
the 7th year from the effective date.

Holders of Equity Interests will retain the its equity interest
in the Debtor.

Based in Pittsfield, New Hampshire, Pittsfield Weaving Company --
http://www.pwcolabel.com/-- provides brand identification to  the   
apparel and soft goods industries, and manufactures woven and
printed labels and RFID/EADS solutions.  The company filed it
chapter 11 protection on Sept. 20, 2006 (Bankr. D. NH Case
No. 06-11214).  Williams S. Gannon, Esq., at William S. Gannon
PLLC represent the Debtor in its restructuring efforts.  Bruce
A. Harwood, Esq., at Sheehan Phinney Bass + Green, PA serves
as counsel to the Official Committee of Unsecured Creditors.
Pittsfield Weaving estimated its assets and debts at $10 million
to $50 million when it filed for protection from its creditors.


PLAYTEX PRODUCTS: Commences $290 Mil. Tender Offer of Senior Notes
------------------------------------------------------------------
Playtex Products Inc. has commenced a tender offer for all of its
outstanding $290,205,000 aggregate principal amount of
8% Senior Secured Notes Due 2011 (CUSIP No. 72813PAK6)and
outstanding $288,721,000 aggregate principal amount of
9-3/8% Senior Subordinated Notes Due 2011 (CUSIP No. 72813PAH3).

In conjunction with the tender offer, for each series of Notes,
the company is soliciting the consent of the holders of a majority
in aggregate principal amount of the outstanding Notes in such
series, to eliminate substantially all of the restrictive
covenants contained in the indenture governing such Notes.

Subject to certain conditions described in the Offer to Purchase
and Consent Solicitation dated Sept. 5, 2007, holders who validly
tender Notes and deliver consents at or prior to 5:00 p.m., New
York City time, on Sept. 19, 2007, unless such time is extended,
will be entitled to receive the Total Consideration, which
includes a consent payment of $30 per $1,000 principal amount of
Notes.  

Holders who validly tender and deliver Notes after the Consent
Date but at or prior to 5:00 p.m., New York City time, on Oct. 3,
2007, unless such time is extended, will be entitled to receive
the Tender Offer Consideration, which is equal to the Total
Consideration less the Consent Payment.

Assuming that all conditions to the tender offers have been
satisfied or waived, payment will be made promptly after the
company's acceptance of such tendered Notes which it expects to be
on or about Oct. 1, 2007.

The Total Consideration for each $1,000 principal amount of
8% Notes validly tendered and not validly withdrawn prior to the
Consent Date will be an amount equal to:

   (a) the sum of:
       (a) the present value as of the Initial Payment Date of
           $1,040 on March 1, 2008 plus
       (b) the present value as of the Initial Payment Date of
           the interest payment that is scheduled to be paid on
           the 8% Notes from the most recent interest payment
           date until the 8% Notes First Call Date, in each
           case discounted on the basis of the yield equal to
           (x) the yield on the 4-5/8% U.S. Treasury Notes due
           Feb. 29, 2008, as calculated by the Dealer Manager
           in accordance with standard market practice, as of
           2:00 p.m., New York City time, at least ten business
           days prior to the Expiration Date, plus (y) 50 basis
           points, minus

   (b) accrued and unpaid interest from, the most recent
       interest payment date to, but not including, the Initial
       Payment Date.

The Total Consideration for each $1,000 principal amount at
maturity of 9-3/8% Notes validly tendered and not validly
withdrawn prior to the Consent Date will be $1,033.75.

All Notes accepted for payment will also receive accrued and
unpaid interest up to, the applicable payment date.

The company's obligation to accept for purchase and to pay the
Total Consideration or Tender Offer Consideration, for each of the
Notes validly tendered in the tender offer is subject to, and
conditioned upon, the satisfaction of or waiver of:

   (1) the company shall have received consents which have not
       been revoked in respect of at least a majority in
       principal amount of the Notes of such series, and

   (2) that all conditions to the closing of the merger with
       Energizer Holdings Inc. have been satisfied, or will be
       satisfied on the date of such purchase.

The company reserves the right, in its sole discretion, to waive
any or all conditions of the tender offers on or prior to the
acceptance date.

The company has retained Banc of America Securities LLC to serve
as the exclusive Dealer Manager and Solicitation Agent for the
tender offers and Global Bondholder Services Corporation to serve
as the Information Agent.

Requests for documents may be directed to Global Bondholder
Services Corporation by telephone at 866-470-4300 (U.S. toll-
free).  

Questions regarding the tender offers and consent solicitations
may be directed to Banc of America Securities LLC, High Yield
Special Products at 888-292-0070 (U.S. toll-free) or 704-388-9217
(collect).

                   About Energizer Holdings Inc.

Headquartered in St. Louis, Missouri, Energizer Holdings Inc.
(NYSE:ENR) – http://www.energizer.com/-- is engaged in the  
manufacturer of primary batteries, flashlights, and men's and
women's wet-shave products.  Its brand names include Eveready and
Energizer.  These brands are marketed and sold in more than 165
countries.  The company's subsidiaries manufacture and/or market a
line of primary alkaline and carbon zinc batteries, miniature
batteries, specialty photo lithium batteries, rechargeable
batteries, and flashlights and other lighting products. It has
products in three categories: household batteries, including the
premium, performance and price segments; specialty batteries, and
lighting products.  The company's subsidiaries operate 23
manufacturing and packaging facilities in 14 countries on five
continents.

                   About Playtex Products Inc.

Headquartered in Westport, Connecticut, Playtex Products Inc.
(NYSE: PYX) – http://www.playtexproductsinc.com/-- is a  
manufacturer and marketer of a diversified portfolio of branded
consumer products.  At Dec. 30, 2006, Playtex's business segments
include Feminine Care, Skin Care and Infant Care products.  

                          *     *     *

As reported in the Troubled Company Reporter on July 17, 2007,
Moody's Investors Service placed all ratings of Playtex Products
Inc.'s under review for possible upgrade, including: (i) corporate
family rating of B2; (ii) probability of default rating of B2;
(iii) $150 million senior secured revolving credit facility due
2010 of Ba3; (iv) $290 million senior secured notes due 2011 of
Ba3; and (v) $289 million 9.375% senior subordinated notes due
2011 of Caa1.


PUERTO RICO CONSERVATION: Moody's Confirms "B2" Senior Debt Rating
------------------------------------------------------------------
Moody's Investors Service confirmed the B2 senior debt rating of
the Puerto Rico Conservation Trust Fund's secured notes.  The
rating had been on review for possible downgrade since
Jan. 5, 2007.  Following the rating confirmation, the rating
outlook is stable.

The rating confirmation affects $200 million of outstanding Puerto
Rico Conservation Trust Fund secured notes.  This action reflects
a recent similar action taken by Moody's on the underlying
obligor, Doral Financial Corporation.  The Trust Fund's notes were
issued to purchase medium term notes issued by Doral, as a form of
Puerto Rico tax-exempt financing for Doral.  Payments by Doral on
its notes are the sole source of repayment for the Trust Fund's
notes.


QUANTA SERVICES: All-Stock Buyout Cues S&P to Lift Rating to "BB"
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston, Texas–based Quanta Services Inc. by one notch
to 'BB' from 'BB-' following the completion of the company's all-
stock acquisition of competitor Infrasource Inc.  S&P also raised
the ratings on Quanta's 3.75% convertible subordinated notes and
4.5% convertible subordinated debentures by one notch, to 'B+'.  
All ratings were removed from CreditWatch, where they were
originally placed with positive
implications on March 19, 2007.  The outlook is stable.
      
"The upgrade reflects our expectation that this transaction will
strengthen Quanta's operations, as the benefits of increased
geographic diversity and additional service capabilities should
enhance Quanta's ability to compete in the currently favorable
electric and gas transmission and distribution markets," said
Standard & Poor's credit analyst James Siahaan.  

The company's financial risk profile will also be a benefit, as
the earnings contribution from Infrasource will now result in pro
forma total debt to EBITDA of less than 2.5x on a consolidated
basis.
     
The outlook is stable.  The company's leading market positions,
healthy industry dynamics, and expected free cash flow generation
in future periods limit the downside ratings risk.     S&P could
revise the outlook to positive if Quanta adopts less aggressive
financial policies and maintains credit measures
that are consistent with a higher rating.  

Conversely, S&P could revise the outlook to negative or lower the
ratings if the cyclical electric transmission and
telecommunications end markets decline to the point that cash flow
generation and other credit measures are no longer consistent with
S&P's expectations at the current rating level.


SAINT VINCENTS: Gets $320 Mil. Senior Loan from GE Healthcare
-------------------------------------------------------------
Saint Vincent Catholic Medical Centers of New York secured a
$320 million senior secured credit facility from GE Healthcare
Financial Services.  The financing, which consists of a
$50 million revolving credit facility and $270 million real estate
based term loan, will support the hospital's exit from Chapter 11
Bankruptcy.

The New York-based healthcare system will use the facility to
refinance the company's existing debtor-in-position credit
facility which was provided by GE Healthcare Financial Services in
December 2005, fund obligations under the plan of reorganization
and provide liquidity for working capital and other general
corporate needs.  GE Capital Markets, Inc. acted as sole lead
arranger and bookrunner and GE Healthcare Financial Services
serves as the administrative agent for the credit facility.

"GE Healthcare Financial Services has been a supportive partner
throughout the restructuring process," Alfred E. Smith IV,
Chairman of Saint Vincent Medical Centers' Board of Directors
said.  "Their flexibility and responsiveness were critical to
successfully executing our turnaround plan.  We have reached the
turning point in our reorganization, and we are now focused on the
future and our abilities to provide higher quality medical,
behavioral health, and continuing care to our patients.  This
financing positions Saint Vincent's to execute our vision of
becoming a smaller but stronger health care system serving the
people of New York."

"We continue to be impressed with the turnaround efforts at Saint
Vincent's and we are proud to play a part in their success," David
Varhol, Managing Director of GE Healthcare Financial Services'
Corporate Finance group, said.  "In a relatively short period of
time, the Alvarez & Marsal team and Saint Vincent's senior
management were able to transform a critical health provider from
an entity that was generating significant losses into a health
system generating positive cash flow with a bright future."

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in  
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.


SANGER AVENUE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sanger Avenue Apartment Partners, Ltd.
        5000 Sanger Avenue
        Waco, TX 76710-8712

Bankruptcy Case No.: 07-60872

Chapter 11 Petition Date: September 3, 2007

Court: Western District of Texas (Waco)

Judge: Robert C. McGuire

Debtor's Counsel: Charles Patrick Nunley, Esq.
                  Naman, Howell, Smith & Lee, L.L.P.
                  P.O. Box 1470
                  Waco, TX 76703-1470
                  Tel: (254) 755-4100
                  Fax: (254) 754-6331

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Brothers Management Co.                                  $269,398
P.O. Box 7633
Waco, TX 76714

Pedro Arvisu, Jr.                                         $21,526
D.B.A. P.&P. Carpet &
Upholstery
220 South 21st Street
Waco, TX 76714

Davis Landscaping                                         $12,665
20131 China Spring
Valley Mills, TX 76689

Discount Vacuum                                           $10,738

Universal Cleaning Specialists                             $8,505

Home Depot                                                 $5,444

James Yost                                                 $2,774

Rapid Rooter                                               $2,718

Waco Tribune Herald                                        $1,862

Mike Staas Services                                        $1,852

1st Choice Carpet Cleaners                                 $1,586
& Restoration

Clear Water Pools                                          $1,430

Surface Connection                                         $1,405

Athens Publishing                                          $1,110

Jack of All Trades                                         $1,038

Simple Solutions                                             $969

Sherwin Williams                                             $940

Aramark                                                      $939

H.D. Supply Facilities                                       $776
Maintenance

Pro Security Group, Inc.                                     $663


SEQUOIA MORTGAGE: Fitch Holds Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken rating action on these Sequoia Mortgage
Funding Corp. mortgage pass-through certificate:

Series 2004-12
  -- Class A affirmed at 'AAA';
  -- Class B-1 upgraded to 'AA+' from 'AA';
  -- Class B-2 upgraded to 'AA-' from 'A';
  -- Class B-3 upgraded to 'BBB+' from 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $138.2 million of outstanding certificates.  The
upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect approximately $13.1 million of
certificates.  The CE levels for all upgraded classes have more
than doubled their original enhancement levels since the closing
date.

As of the August 2007 distribution date, the transaction is 32
months seasoned and the pool factor is 25%.

The collateral of the above transaction consists of adjustable-
rate mortgages extended to prime borrowers.  Wells Fargo Bank, NA
is the master servicer.


SG MORTGAGE: Fitch Lowers Rating on Class M-10 Certs. to BB+
------------------------------------------------------------
Fitch Ratings has taken these rating actions on SG Mortgage
Securities asset-backed certificates.  Affirmations total
$659 million and downgrades total $23.2 million.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

SG Mortgage Securities, series 2006-OPT2
  -- $509 million class A affirmed at 'AAA' (BL: 29.57, LCR:
     2.7);
  -- $42.7 million class M-1 affirmed at 'AA+' (BL: 27.60, LCR:
     2.52);
  -- $39 million class M-2 affirmed at 'AA' (BL: 23.93, LCR:
     2.19);
  -- $12.2 million class M-3 affirmed at 'AA-' (BL: 22.67, LCR:
     2.07);
  -- $17.1 million class M-4 affirmed at 'A+' (BL: 20.66, LCR:
     1.89);
  -- $13.8 million class M-5 affirmed at 'A' (BL: 18.61, LCR:
     1.7);
  -- $8.1 million class M-6 affirmed at 'A-' (BL: 17.26, LCR:
     1.58);
  -- $11 million class M-7 affirmed at 'BBB+' (BL: 15.29, LCR:
     1.4);
  -- $6.1 million class M-8 affirmed at 'BBB' (BL: 14.07, LCR:
     1.29);
  -- $10.6 million class M-9 downgraded to 'BB+' from 'BBB-'
     (BL: 11.95, LCR: 1.09);
  -- $12.6 million class M-10 downgraded to 'B+' from 'BB+'
     (BL: 9.53, LCR: 0.87).

Deal Summary
  -- Originators: (100% Option One);
  -- 60+ day Delinquency: 12.33%;
  -- Realized Losses to date (% of Original Balance): 0%;
  -- Expected Remaining Losses (% of Current Balance): 10.94%;
  -- Cumulative Expected Losses (% of Original Balance): 9.47%.

In addition, all of the above classes are removed from Rating
Watch Negative.


SOLAR STAMPING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Solar Stamping and Manufacturing, LLC
        19250 Plymouth Road
        Detroit, MI 48228

Bankruptcy Case No.: 07-57127

Chapter 11 Petition Date: August 29, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Jeffrey S. Grasl, Esq.
                  Stephen M. Gross, Esq.
                  McDonald Hopkins, P.L.C.
                  39533 Woodward Avenue
                  Suite 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Impact Steel                                $261,079
1551 Academy
Ferndale, MI 48220

DTE Energy                                  $238,000
P.O. Box 2859
Detroit, MI 48260-0001

Sterling Die & Engineering                  $225,000
15767 Claire Court
Macomb Township, MI 45042

Hall Steel                                  $186,016

Laser Fab Inc.                              $118,673

Blue Cross Blue Shield of Michigan           $91,488

Induction Services                           $78,411

Electro Coating Technologies, Inc.           $74,671

Continental Metals, Inc.                     $73,380

Alliance Steel, Inc.                         $73,312

Aurora Cad/Cam Inc.                          $72,025

Durable Coatings Corp.                       $63,964

Burkard Industries                           $62,486

Industrial Metal Coating                     $59,461

International Automotive Components Corp.    $50,000

Cadillac Plating Corporation                 $47,941

Adcom Worldwide                              $44,475

Vision Screw Products                        $43,695

Blue Care Network of Michigan                $43,462

PMB Hydra-Screw                              $41,344


SPHERIS INC: S&P Revises Outlook to Stable from Negative
--------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
'B-'-rated Franklin, Tennessee-based medical transcription
provider Spheris Inc. to stable from negative.  The revision
reflects the removal of concern regarding financial covenants, as
a result of the company's recent refinancing of its credit
agreement.  S&P expect the improvement of the company's financial
flexibility to allow it to focus on improving its base business.
      
"Our ratings on Spheris continue to reflect the company's narrow
operating focus in a highly competitive industry with tight labor
supply characteristics, its highly leveraged financial risk
profile, and flat revenues over the past few years," said Standard
& Poor's credit analyst Alain Pelanne.  These concerns partly are
mitigated by the company's position as the second-largest player
in a very fragmented industry, continuing adoption of the
company's overseas and technology platforms, and the relatively
predictable demand for medical transcription services.
     
Spheris provides medical transcription services to hospitals and
physician group practices.  Medical transcription involves
converting patient information from speech into text to include in
medical records.  This function is done through the use of both
medical transcriptionists and speech-recognition technology.  
Around 50% of hospitals currently perform
transcription internally, with an increasing amount expected to be
outsourced in the future.
     
Spheris's narrow operating focus makes it highly sensitive to
industry dynamics, which could include increases in regulation,
new technologies, and competition.  While Spheris' service
offerings comprise a range of customized solutions, the company
will remain challenged to position itself as a premium provider of
transcription services, given the commodity nature of the
industry.


SUN MICROSYSTEMS: To Hold Annual Stockholders' Meeting on Nov. 8
----------------------------------------------------------------
Sun Microsystems Inc. will be holding an annual stockholders'
meeting on Nov. 8, 2007, 10:00 a.m. Pacific Standard Time, at
Santa Clara Campus, 4030 George Sellon Circle, in Santa Clara,
California.

Among the matters to be voted upon by the stockholders in that
meeting is a one-for-four reverse split of the company's common
stock, which has been approved by the company's Board of
Directors.

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: SUNW) -- http://www.sun.com/-- provides network     
computing infrastructure solutions that include computer systems,
data management, support services and client solutions and
educational services.  It sells networking solutions, including
products and services, in most major markets worldwide through a
combination of direct and indirect channels.

Sun Microsystems conducts business in 100 countries around the
globe, including Latin America: Chile, Colombia, Brazil,
Argentina, Mexico and Venezuela.

                         *     *     *

Sun Microsystems Inc. carries Moody's "Ba1" probability of default
and long-term corporate family ratings with a stable outlook.  The
ratings were placed on Sept. 22, 2006, and Sept. 22, 2005,
respectively.

Sun Microsystems also carries Standard & Poor's "BB+" long-term
foreign and local issuer credit ratings, which were placed on
March 5, 2004, with a stable outlook.


SURGILIGHT INC: June 30 Balance Sheet Upside-Down by $332,840
-------------------------------------------------------------
SurgiLight Inc.'s consolidated balance sheet at June 30, 2007,
showed $4.9 million in total assets and $5.3 million in total
liabilities, resulting in a $332,840 total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $657,146 in total current assets
available to pay $4.7 million in total current liabilities.

The company incurred a net loss of $256,434 in the three months
ended June 30, 2007, a decrease from the $329,404 net loss
reported in the same period last year, mainly due to increased
sales of equipment of $90,000 and vendor settlements of $59,080,
partly offset by an increase in administrative & other expenses
and professional fees.

Equipment sales for the quarter ended June 30, 2007, increased to
$90,000 from $-0- during the quarter ended June 30, 2006, mainly
due to the company's continuing efforts to develop its
international sales and marketing activities.

Administrative and other expenses increased 43% to $83,255 for the
2007 quarter as compared to $58,115 for the 2006 quarter.  The
increase was primarily due to travel, patent costs and regulatory
expenses as the company continues to expand its clinical trails
process and protect its patent portfolio.  

Professional fees increased 87% to $171,792 for the 2007
quarter as compared to $92,014 for the 2006 quarter.  The increase
was primarily due to increased legal fees associated with the
preferred stock sale and related line of credit financing
transactions that closed during the 2007 quarter.  

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?2316

                       Going Concern Doubt

Richard L. Brown & Company P.A., in Tampa, Florida, expressed
substantial doubt about SurgiLight 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 pointed to the company's losses from operations and
net capital deficiency.

                      About SurgiLight Inc.

Headquartered in Orlando, Florida. SurgiLight Inc. (Other OTC:
SRGL.PK) -- http://www.surgilight.com/index.html-- distributes
ophthalmic lasers and related products and services based on its
own and licensed intellectual property, primarily for use in
refractive and presbyopia procedures.


TOUGALOO COLLEGE: Moody's Removes B3 Rating on Series 1993A Bonds
-----------------------------------------------------------------
Moody's Investors Service withdrew its B3 rating assigned to
Tougaloo College's Series 1993A bonds issued by the Mississippi
Educational Facilities Authority.  The rating has been withdrawn
due to the defeasance of all maturities of the bonds. The college
no longer has any debt with a Moody's underlying rating.


UBS MORTGAGE: Fitch Junks Rating on Class M-7 Certificates
----------------------------------------------------------
Fitch Ratings has taken rating actions on these UBS Mortgage Asset
Securitization Transactions Asset Back Securities Trust mortgage
pass-through certificates:

Series 2003-WMC2
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+'
  -- Class M-5 downgraded to 'BB' from 'BBB';
  -- Class M-6 downgraded to 'B-/DR1' from 'BB+'.

Series 2004-OPT1
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 affirmed at 'BBB';
  -- Class M-6 downgraded to 'BB' from 'BBB-';
  -- Class M-7 downgraded to 'CCC/DR2' from 'BB+'.

The affirmations, affecting approximately $173 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.  The
downgrades, affecting approximately $10.3 million of the
outstanding certificates, are taken as a result of deterioration
in the relationship between CE and expected loss.

Both series have experienced monthly losses that could not be
covered by excess spread for at least nine of the last 12 months.  
As a result, overcollateralization amounts are below their target
values.  Series 2003-WMC2 has incurred 1.22% loss to date and has
a 60+ delinquency (including loans in foreclosure, bankruptcy and
real estate owned [REO]) of 17.31%.   Series 2004-OPT1 has
incurred 1.01% loss to date and has a 60+ delinquency of 13.21%.

The mortgages underlying the 2003-WMC2 transaction were originated
or acquired by WMC, a mortgage banking company incorporated in the
State of California, and are serviced by Chase Home Finance, LLC
(rated 'RPS1' by Fitch).  The mortgages underlying the 2004-OPT1
transaction were originated or acquired by Option One Mortgage
Corp. and are serviced by Option One Mortgage Corp. (rated 'RPS1'
by Fitch).

The collateral of the above transactions consists of fixed- and
adjustable-rate subprime mortgage loans secured by first and
second liens on residential properties.  The pool factors for
series 2003-WMC2 and series 2004-OPT1 are 7% and 17%,
respectively, and the deals are seasoned 46 months and 40 months,
respectively.


VUBOTICS INC: Inks Securities Purchase Pact with Jay Weil, et al.
-----------------------------------------------------------------
VuBotics Inc. signed a Securities Purchase Agreement on Aug. 28,
2007, with certain purchasers and Jay Weil, as the purchasers'
collateral agent, pursuant to which the company anticipates that
it will raise up to an aggregate of $2,000,000 in proceeds from
the sale of:

   i. senior and secured convertible notes and;

  ii. warrants to purchase shares of the company's common
      stock.

The company said that each note and warrant will be issued as
part of a series of issuances of one or more notes and warrants
for:

   a. a minimum cumulative subscription price for all
      participating Purchasers of $800,000; and

   b. a maximum cumulative subscription price for all purchasers
      of $2,000,000.

The company has engaged Great American Investors, Inc., Green
Corporate Finance Limited and MidSouth Capital, Inc. as placement
agents in connection with the financing.

Subject to the terms and conditions of that agreement, the notes
and warrants will be offered to the purchasers in a series of
tranches on different dates with the final closing to occur on or
before Oct. 30, 2007.

A full-text copy of VuBotics' the Securities Purchase Agreement is
available for free at:

http://sec.gov/Archives/edgar/data/1100981/000110465907066813/a07-
23147_1ex4d1.htm

                       Going Concern Doubt

WT Uniack & Co., CPAs, P.C., in Atlanta, Georgia, expressed
substantial doubt about VuBotics Inc.'s  ability to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2006.  The auditing firm pointed to
the company's recurring losses from operations and net capital
deficit.

The firm said that the company has incurred net losses of
$2,653,447 and $2,038,096 for the twelve months ended Dec. 31,
2006 and 2005, respectively.  It also had a working capital
deficit of $1,252,231 and an equity deficit of $1,925,763 at
Dec. 31, 2006.

                       About Vubotic Inc.

VuBotics Inc. (OTCBB:VBTC) through its subsidiaries, operates
as an intellectual asset development and marketing company.  The
company also engages in software system development.


WHOLE FOODS: Presents Plans for Combined Stores
-----------------------------------------------
Whole Foods Market Inc. disclosed its immediate and future plans
for the Whole Foods Market and Wild Oats Markets stores in
Boulder, Colorado and throughout the Rocky Mountain region that
spans Colorado, New Mexico, Kansas, Utah, Idaho and Kansas City,
Missouri.

Inventive retailing is the hallmark of the Whole Foods Market
Boulder plan.  By experimenting with new store formats and
concepts and re-tooling and investing in capital improvements in
existing stores, all Whole Foods Market and Wild Oats Markets
stores in Boulder will remain open.  Company plans for renovation
and expansion of its thriving Pearl Street location will add more
than 200 jobs by 2010, and retail square footage in Boulder for
natural foods supermarkets will actually increase from pre-merger
levels.  Plus, a few old retail favorites, Ideal Market and
Alfalfa's Market, will be preserved and renewed, respectively.

"Whole Foods Market is honored to serve the community of Boulder,
home to so many of the pioneers of the natural and organics
products industry," Will Paradise, president of Whole Foods Market
Rocky Mountain Region, said.

"Wild Oats is a homegrown company from Boulder and we have a lot
of respect and reverence for that. We're excited to simultaneously
honor heritage retailers while innovating and testing new concepts
in Boulder," Mr. Paradise, who embarks on a 12-day tour of all 23
Wild Oats Markets locations in five states in order to hold Town
Hall meetings with their team members, said.

No other announcements regarding the status of Wild Oats stores in
other Whole Foods Market regions have been made.  Mr. Paradise
said decisions regarding the Boulder stores were a priority given
that it is the hometown of Wild Oats Markets.

These announcements were made by Whole Foods Market:

   * Whole Foods Market signed the lease for expanding space of
     its Pearl St. store into the current Barnes & Noble   
     location, for what will be a 73,000 sq. ft. Whole Foods
     Market, making it the largest store in Colorado and one of
     the largest stores in the company, nationally.  With a
     targeted opening date in late-2010, the expanded store
     will employ 500 team members representing more than 200
     additional jobs.

   * North Boulder neighborhood favorite Ideal Market (14,000
     sq. ft.) will remain true to its 65-year heritage in
     Boulder and continue operations as Ideal Market under
     Whole Foods Market leadership.  The company intends to
     invest in significant upgrades to the store.  The distinct
     flavor and personality of Ideal Market will be preserved.  
     Over time, the store's product mix will be harmonized with
     quality standards consistent to Whole Foods Market.

   * Alfalfa's Market Returns! Whole Foods Market will update
     the Broadway and Arapahoe store's (21,500 sq. ft.) design
     while returning this historic grocery store to its roots
     as Alfalfa's Market.  This decision is a tribute to a
     retailer Whole Foods Market believes was one of the early
     pioneers of natural grocery in the United States and at
     one time was the number one natural foods retail location
     in the country.

   * The Baseline Road Wild Oats Markets (18,500 sq. ft.) store
     will be converted to an entirely new experimental concept
     for Whole Foods Market entitled "Whole Foods Market
     Express."  This new convenience-focused concept for the
     company will offer a value-oriented product mix, grab-and-
     go offerings, and will be a practical fit for its
     neighborhood, especially with the high concentration of
     University of Colorado students nearby.  Whole Foods
     Market views this new "Express" concept as the type of
     innovation that is especially true to Boulder's natural
     and organic products industry roots.

   * The Wild Oats Markets' location in Superior (32,500 sq.
     ft.) will undergo slight renovation and will eventually
     change its name to Whole Foods Market.

   * The 29th Street Wild Oats Markets' location will not be  
     opened, and Whole Foods Market will sub-lease or sell the
     retail space to a non-food business.

   * Whole Foods Market has announced that it will permanently
     lower prices at all 23 Wild Oats Market locations in the
     Rocky Mountain region so that store pricing is consistent.     
     The lower prices will be kicked off in the next few weeks
     with a 10%-off weekend at all Wild Oats locations in the
     region.

                     About Wild Oats Markets

Headquartered in Boulder, Colorado, Wild Oats Markets Inc. --
http://www.wildoats.com/-- is a natural and organic foods
retailer in North America with annual sales of approximately
$1.2 billion.  Wild Oats Markets was founded in Boulder, Colorado
in 1987.  Wild Oats Markets currently operates 110 stores in 24
states and British Columbia, Canada under four banners: Wild Oats
Marketplace (nationwide), Henry's Farmers Market (Southern
California), Sun Harvest (Texas), and Capers Community Market
(British Columbia).

                     About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and currently has more
than 190 stores in the United States, Canada, and the United
Kingdom.

                         *     *     *

In an Aug. 28, 2007 press statement, Whole Foods Market Inc.
disclosed that it purchased 84.1% of Wild Oats Markets Inc.'s
outstanding common stock in a cash tender offer of $18.50 per
share, and will purchase approximately 12.7% of the outstanding
shares of Wild Oats common stock, represented by the shares
subject to guaranteed delivery.

The acquisition prompted Standard & Poor's Ratings Services to
lower its corporate credit rating on Whole Foods Market Inc. to
'BB+' from 'BBB-'.  At the same time, S&P removed the ratings from
CreditWatch, where they were placed with negative implications on
Feb. 22, 2007.  The outlook is negative.


YUKOS OIL: Switzerland Unfreezes Accounts; Russia Balks at Move
---------------------------------------------------------------
The Swiss Federal Prosecutor has ordered the release of around
CHF300 million in frozen accounts owned by OAO Yukos Oil Co., the
International Herald Tribune reports.

The order came after the Swiss Federal Tribunal refused a request
by the Russian government for legal assistance in its tax evasion
case against Yukos Oil, adding that the proceedings against the
bankrupt oil company were politically motivated and in breach of
international and Russian legal standards, IHT relates citing
Philippe Neyroud, lawyer for Yukos founder Mikhail Khodorkovsky.

Ordered released were between CHF200 million and CHF300 million
stashed in around 50 bank accounts, Mr. Neyroud told IHT.

The Russian government had alleged that Yukos transferred money on
fraudulent financial operations through Swiss companies and
accounts.

                      Russia Hits Decision

Meanwhile, the Russian government criticized the Swiss Federal
Tribunal's decision to reject its request for legal assistance,
Itar-Tass relates.

"Switzerland's refusal to help Russia does not have legal weight
and is spurred by political motivations," Yuri Chaika, Russia's
prosecutor general, was quoted by Agence-France Presses as saying.  
"It shows a lack of respect for our country.

Mr. Chaika said that he has tasked Deputy Prosecutor-General
Viktor Grin to "try and change the situation."

                        About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an  
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Russian Government sold its main production unit Yugansk to a
little-known firm Baikalfinansgroup for
$9.35 billion, as payment for US$27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned
Rosneft, which is now claiming more than $12 billion from
Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* Daniel Schmidt & Olivier Dumas' Team Join Proskauer Rose
----------------------------------------------------------
One of Europe's group of private equity lawyers, led by Daniel
Schmidt and Olivier Dumas, have joined Proskauer Rose LLP's Paris
office and global Private Investment Funds Group.

The founder of Paris-based SGDM, Mr. Schmidt focuses on investment
fund, venture capital, merger and acquisition, and restructuring
matters for a range of clients from established venture capital
and investment fund players to start ups.  He also specializes in
taxation issues relating to investment funds and is the author of
"Venture Capital Trusts and Investment Trusts: Legal and Tax
Principles" and "Venture Capital Companies Tax Aspects," which are
widely regarded as the definitive treatises in the field.

Mr. Dumas has been working for nearly ten years with Daniel
Schmidt.  He specializes in private equity transactions and fund
formation in addition to transactional work.  They are joined by
Mireille Mull-Jochem, Arielle Halimi, and Estelle Piazza.

"We are proud to welcome Daniel and Olivier's group to the firm.  
They have long been a leading presence in the European private
equity and venture capital worlds and their addition continues our
expansion in the region and the growth of our global private
investment funds practice, a cornerstone of the firm's strategy,"
Allen I. Fagin, chairman of Proskauer, said.

"Daniel and Olivier are an exciting complement to our already
robust Paris corporate practice, led by Delia Spizer and Guillaume
Kellner," Yasmine Tarasewicz, head of Proskauer's Paris office,
said.  "We are excited to capitalize on their experience and
reputation in the field."

"Proskauer Rose has a first-class reputation in the private equity
market, with internationally recognized lawyers and clients," Mr.
Schmidt said.  "I look forward to working with them to grow and
expand the practice in Europe."

Mr. Schmidt has served as president of the Code of Ethics
Committee of AFIC, the French private equity association, and was
an important contributor to the drafting of the AFIC and AFG-ASFFI
code of ethics in addition to serving as the AFIC's representative
to the Autorite des marches financiers Financial Markets Authority
and to the French Finance Ministry for the regulation of the
private equity in France.

Prior to founding SGDM, he was a partner at ASA Strasbourg.  He is
a graduate of Montpellier University.  Mr. Dumas also served as a
member of the AFIC Code of Ethics Committee.  He is a graduate of
Paris IX Dauphine University.

The addition of Mr. Schmidt and Mr. Dumas to Proskauer's Paris
office is the latest development in the firm's expanding
representation of the private equity community.  

In addition to the expansion of the firm's private equity
capabilities in Paris, Proskauer disclosed the opening of its Sao
Paulo office and has made a number of other additions to its firm-
wide corporate and transactional capabilities.

They include Trevor Chaplick, a corporate and transactional
attorney and former head of the Washington, D.C. office of Wilson
Sonsini, who joined Proskauer as co-head of its Washington, D.C.
office, and veteran real estate finance attorneys Louis Eatman,
Douglas Frank and Andrea Ascher and capital markets attorney
Stuart Bressman, who have joined as partners.

                      About Proskauer Rose

Headquartered in New York City, Proskauer Rose LLP --
http://www.proskauer.com/-- is one of the nation's law firms,  
providing a variety of legal services to clients throughout the
United States and around the world from offices in New York, Los
Angeles, Washington, D.C., Boston, Boca Raton, Newark, New
Orleans, Paris and Sao Paulo.  Founded in 1875, the firm has
experience in all areas of practice important to businesses and
individuals, including corporate finance, mergers and
acquisitions, general commercial litigation, private equity and
fund formation, patent and intellectual property litigation and
prosecution, labor and employment law, real estate transactions,
bankruptcy and reorganizations, trusts and estates, and taxation.  
Its clients span industries including chemicals, entertainment,
financial services, health care, information technology,
insurance, internet, lodging and gaming, manufacturing, media and
communications, pharmaceuticals, real estate investment, sports,
and transportation.


* Donald Walton Appointed as Acting U.S. Trustee for Region 21
--------------------------------------------------------------
Donald Walton has been appointed Acting United States Trustee for
Georgia, Florida, Puerto Rico, and the U.S. Virgin Islands (Region
21) for an interim period effective on Sept. 1, 2007, Clifford J.
White III, Director of the Executive Office for United States
Trustees, disclosed last week.  Mr. Walton replaces U.S. Trustee
Felicia Turner, who has resigned to work for a private non-profit
organization.

Mr. Walton joined the U.S. Trustee Program in 1987 as an Assistant
U.S. Trustee in Atlanta after practicing for 11 years with an
Atlanta law firm.  He has served as EOUST Acting Deputy Director
in Washington, D.C., since April 2005.  Mr. Walton received his
undergraduate degree from the University of North Carolina at
Chapel Hill and his law degree cum laude from the University of
Georgia's Lumpkin School of Law.  He served three years active
duty in the U.S. Navy.

The U.S. Trustee Program is the component of the Justice
Department that protects the integrity of the bankruptcy system by
overseeing case administration and litigating to enforce the
bankruptcy laws.  The Program has 21 regions and 95 field offices.  
Region 21 is headquartered in Atlanta with additional offices in
Macon and Savannah, Ga.; Miami, Orlando, Tallahassee, and Tampa,
Fla.; and San Juan, Puerto Rico.


* Donlin Recano Retained as Claims Agent for Hydraulic Tech.
------------------------------------------------------------  
Donlin Recano and Company  Inc. will provide claims, noticing,
balloting and distribution services in the bankruptcy case of
Hydraulic Technologies (Holdings) Inc and its debtor-affilaite,
Hydraulic Technologies Inc.

Hydraulic Technologies recently filed for Chapter 11 bankruptcy
protection in the United States Bankruptcy Court for the Northern
District of Ohio Eastern Division.

The Bankruptcy Court has retained Donlin Recano to serve as
Hydraulic's agent to provide bankruptcy administration services,
including managing its noticing, claims, balloting and
distribution process.

Donlin Recano will use Web-based technology to facilitate the
essential data-sharing process among debtors and creditors in the
case.

Said Scott Y. Stuart, Esq., Managing Director at Donlin Recano,
"We're happy to help Hydraulic Technologies streamline the
complexities associated with its bankruptcy filing by providing
technologically advanced Web-based services as well as efficient
and cost-effective distribution techniques."

The bankruptcy team will be lead by Jonathan Friedland, Esq. of
Schiff Hardin, LLP in Chicago, Illinois and local counsel, Sean
Malloy, Esq. of McDonald Hopkins, LLC in Cleveland, Ohio.

                  About Hydraulic Technologies

Headquartered in Galion, Ohio, Hydraulic Technologies (Holdings),
Inc. and Hydraulic Technologies Inc. -- http://www.hydraulic-
tech.com/ -- produce a variety of cylinders, utilized in numerous
applications and markets, through their flow line areas, as well
as their custom cylinder work center.  The companies filed for
Chapter 11 protection on July 3, 2007 (Bankr. N.D. OH. Case No.
07-61949).  Sean D. Malloy, Esq., at McDonald Hopkins LLC,
represents the Debtors in thier restructuring efforts.  When the
Debtors filed for protection from their creditors, it listed
assets and debts between $1 million and $100 million.
                  
                      About Donlin Recano

Headquartered in New York City, Donlin Recano --
http://www.donlinrecano.com/-- is a claims management company
that has served over 200 national clients across a broad range
of industries and business sectors.  Working with counsel,
turnaround advisors and the affected company, Donlin Recano helps
organize and guide Chapter 11 clients through administrative
bankruptcy tasks, including provision of Web site-accessible
information, formation of professional call centers, management
of claims, balloting, distribution and other administrative
services.  The company also provides Web based information
services for creditors committees as required by The Bankruptcy
Abuse Prevention and Consumer Protection Act of 2005.


* Linda M. Kujaca Joins SmithAmundsen's Bankr. & Creditors Team
---------------------------------------------------------------
Linda M. Kujaca has joined SmithAmundsen LLC's Chicago office as a
partner in the firm's Bankruptcy & Creditors' Rights Practice
Group.

Linda has represented a wide variety of entities -- including
debtors, bankruptcy trustees, lending institutions, landlords,
municipal entities and preference and fraudulent transfer
defendants -- in cases arising under chapters 7, 11 and 13 of the
Bankruptcy Code and in state and federal court commercial
litigation. Linda has successfully represented clients at both the
trial and appellate levels, including the Seventh Circuit Court of
Appeals, and in various courts across the country.

"We are experiencing a rapid growth in our restructuring work, and
Linda's experience and exceptional work will be a great benefit to
the firm and our clients," Brian Graham, chair of the Bankruptcy &
Creditors' Rights Practice group, said.

Linda received a B.S. from the University of Illinois at Urbana-
Champaign in 1991 and a J.D. from DePaul University in 1997.  She
is admitted to practice in Illinois, the U.S. District Court for
Northern District of Illinois and the Seventh Circuit Court of
Appeals.  She is a member of the American Bankruptcy Institute.

Headquartered in Chicago, Illinois, SmithAmundsen LLC --
http://www.salawus.com/-- has grown to more than 110 attorneys  
with offices in Chicago, Rockford, St. Charles, Waukegan, and
Woodstock, Illinois and Milwaukee, Wisconsin.  SmithAmundsen's
attorneys share a proficiency in a broad range of practice areas.  
As one of Chicago's litigation firms, SmithAmundsen's success is
built upon a foundation of integrity, professionalism, and a
commitment to exceeding client expectations.


* Richard Wieland Appointed as Acting U.S. Trustee for Region 20
----------------------------------------------------------------
Richard Wieland has been appointed Acting United States Trustee
for Kansas, Oklahoma, and New Mexico (Region 20) for an interim
period effective on September 1, Clifford J. White III, Director
of the Executive Office for United States Trustees, said last
week.  Mr. Wieland replaces U.S. Trustee Felicia Turner, who has
resigned to work for a private non-profit organization.

Mr. Wieland has served as a Trial Attorney in the Wichita, Kans.,
office of the U.S. Trustee Program since 1988.  In addition to
these duties, he is designated as a Special Assistant U.S.
Attorney in the District of Kansas and assisted the EOUST in its
implementation of the credit counseling and debtor education
approval requirements of the Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005.  Mr. Wieland received his law
degree from the University of Tulsa.  He received his
undergraduate degree and a Masters in Business Administration from
Western Illinois University in Macomb, Ill.

The U.S. Trustee Program is the component of the Justice
Department that protects the integrity of the bankruptcy system by
overseeing case administration and litigating to enforce the
bankruptcy laws.  The Program has 21 regions and 95 field offices.
Region 20 is headquartered in Wichita, Kans., with additional
offices in Oklahoma City and Tulsa, Okla., and Albuquerque, N.M.


* BOOK REVIEW: Competition in the Health Care Sector: Past,
               Present, and Future: Proceedings of a Conference
               Sponsored by the Bureau of Economics, Federal Trade
               Commission, March 1978
------------------------------------------------------------------
Author:     Warren Greenberg
Publisher:  Beard Books
Paperback:  424 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981300/internetbankrupt

This book is a compendium of proceedings from a 1977 conference
conducted by the Bureau of Economics of the Federal Trade
commission.  

Included papers focus on competition in selected sectors,
insurance and alternative delivery systems, and competition and
regulation. Such an important and comprehensive array of research
belongs on the library shelves of all economists, policymakers,
health care administrators, professionals in the health care
field, and anyone concerned about the nature and future of the
health care industry.

The 24 chapters in this book are presented in four sections. The
first is "Opening Remarks and Introduction," followed by sections
on "Competition in Selected Sectors," "Insurance, Competition, and
Alternative Delivery Systems," and "Competition and Regulation."  
Many of the chapters are titled "Comment," which contain comments
by an individual on one of the topics presented in the four major
sections.  There is also a detailed index that leads readers to
specific subjects of interest.

The critical issue of competition in the healthcare industry was
omnipresent during the conference.  Most of the topics covered
during the conference addressed, to some degree or another, the
effects of competition.  The impact of competition on physicians,
hospitals, and insurers was analyzed.  Another area of discussion
focused on the interrelationship between competition and
alternative means of payment.  Appropriately for a conference
sponsored by the FTC, the interrelation of competition and
regulation came under study.

Warren Greenberg has a Ph.D. in economics from Bryn Mawr
University.  Author of many books and articles in the area of
industrial organization economics and healthcare, Mr. Greenberg is
also a professor of Health Economics and of Health Care Sciences
at George Washington University.

                             *********

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 ***