TCR_Public/070910.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 10, 2007, Vol. 11, No. 214

                             Headlines

341 5TH: Case Summary & Two Largest Unsecured Creditors
ACA ABS: Moody's Downgrades Rating on $45 Million Notes to B3
ACA ABS: Moody's Puts Ratings on 2003-2 Notes Under Review
ACA AQUARIUS: Moody's Downgrades Ratings on $94.5 Million Notes
AEGIS 2004-1: Fitch Junks Rating on Class B3 Certificates

AEGIS MORTGAGE: Fitch Cuts Ratings on $44.5 Million Certificates
AMEREX GROUP: Inks Pact to Acquire Perma-Fix for $2.2 Million
AMERICAN HOME: Fitch Cuts Ratings on $16.5 Million Certificates
AMERICAN UNITY: June 30 Balance Sheet Upside-Down by $1.3 Million
AMERISTAR CASINOS: Earns $17.2 Million in Quarter Ended June 30

AMPLE COMMS: Mindspeed to Acquire Product Portfolio & IP Assets
ARVINMERITOR INC: Partners with Chery to Design Chassis Systems
ARVINMERITOR INC: Closes 13 Plants to Initiate Restructuring
ASSET BACKED: Fitch Lowers Ratings on $88.9 Million Certificates
BALLY TOTAL: Delays Filing of Second Quarter 2007 Financial Report

BALTEX SWIMWEAR: Christina America Purchases Assets
BAUSCH & LOMB: Settles Merger-Related Shareholder Suits
BELLE HAVEN: Moody's Places Ba1 Rating Under Review
BI-STATE MEDICAL: Case Summary & 36 Largest Unsecured Creditors
BIOPURE CORP: Posts $6.4 Million Net Loss in Quarter Ended July 31

BON-TON STORES: Incurs $15 Million Net Loss in Second Qtr. 2007
BOSTON SCIENTIFIC: Board Elects Ray Elliot as Director
CA INC: Signs New 5-Year $1 Billion Revolving Credit Facility
CALPINE CORP: Inks Five-Year Energy Contract with TVA
CARAUSTAR INDUSTRIES: S&P Holds B+ Corporate Credit Rating

CARGO CONNECTION: Inks Agreement to Acquire Fleet Global
CARGO CONNECTION: June 30 Balance Sheet Upside-down by $10.6 Mil.
CHALLENGER POWER: Sells Sugar Sand Jet Boat Business for $5 Mil.
CHARLESTOWN CROSSING: Involuntary Chapter 11 Case Summary
CHESAPEAKE ENERGY: Paying $0.07/Share Dividends on October 15

CHRYSLER LLC: Offers to Sell Non-Core Assets in UAW Talks
CHRYSLER LLC: UAW Open to Health Care Trust Fund; Seeks Pact
CHRYSLER LLC: U.S. Sales Dip 6% to 168,203 Units in August 2007
CITIGROUP MORTGAGE: Fitch Lowers Ratings on $57.7 Million Certs.
CITIGROUP MORTGAGE: Fitch Holds Low-B Ratings on 6 Certificates

CKE RESTAURANTS: S&P Revises Outlook from Stable to Negative
COASTAL LAND: Case Summary & Four Largest Unsecured Creditors
COMMONWEALTH EDISON: To Sell $425 Mil. of 6.15% Mortgage Bonds
COMPASS MINERALS: Keith Clark to Succeed John Fallis
CONVERSION SERVICES: Posts $4 Mil. Net Loss in Qtr. Ended June 30

COOLBRANDS INT'L: Posts $2.9 Million Net Loss in Qtr. Ended May 31
COPANO ENERGY: Inks Pact to Acquire Cantera for $675 Million
CORRECTIONS CORP: Raises Debt Facility Borrowing by $100 Million
CREDIT SUISSE: Moody's Holds Low-B Ratings on Two Cert. Classes
DELTA FUNDING: Fitch Cuts Rating on Class M2 Certificates to B

DILLARD'S INC: Posts $25.2 Mil. Net Loss in Period Ended August 4
E*TRADE ABS: Moody's Puts Rating on Class D Notes Under Review
EDWARDS & ASSOCIATES: Files for CCAA Protection
ELLINGTON LOAN: Moody's Rates Class B-4 Certificates at Ba1
EMBS FUND V: Moody's Puts Ca Rating on $20 Million Class A-3 Notes

FAMOUS AMERICAN: Case Summary & 20 Largest Unsecured Creditors
FLEXTRONICS: Sept. 27 Deadline Set for Merger Consideration Voting
FORD MOTOR: UAW Open to Health Care Trust Fund; Seeks Pact
FRANK SUTHERLAND: Case Summary & 18 Largest Unsecured Creditors
GABRIEL TECH: Lawsuit Filed Against Officers and Members of Board

GARDNER DENVER: Moody's Holds Ba2 Corporate Family Rating
GENERAL MOTORS: UAW Open to Health Care Trust Fund; Seeks Pact
GENERAL MOTORS: Expects Steady Sales Growth in Three Markets
GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Three Cert. Classes
H&E EQUIPMENT: Completes Acquisition of JW Burress for $96 Mil.

HERBERT HOLLAND: Voluntary Chapter 11 Case Summary
HSI ASSET: Fitch Downgrades Ratings on $57.7 Million Certificates
HYDROGEN POWER: Posts $1.0 Million Net Loss in Qtr. Ended June 30
INFRASOURCE SERVICES: Becomes a Subsidiary of Quanta Services
INTRAX GROUP: Case Summary & 20 Largest Unsecured Creditors

IWT TESORO: Files for Chapter 11 Protection in New York
IXIS: Fitch Downgrades Ratings on $155.3 Million Certificates
JP MORGAN: Moody's Holds Low-B Ratings on Six Cert. Classes
KLEROS PREFERRED: Moody's Puts Ba1 Rating Under Review
LACERTA ABS: Moody's Downgrades Ratings on Four Notes

LAWRENCE LEE: Case Summary & 11 Largest Unsecured Creditors
LEAP WIRELESS: Board to Review MetroPCS Acquisition Offer
LEAP WIRELESS: Chief Financial Officer Amin Khalifa Resigns
LEAP WIRELESS: S&P Holds B- Rating on MetroPCS Merger Deal
LEHMAN BROTHERS: Fitch Rates Class A-2 Certificates at B-

LIMITED BRANDS: Reports $565.2 Million Sales in August 2007
LIONEL LLC: Disclosure Statement Hearing Continued to September 20
LSI CORP: Inks Agreement to Acquire Tarari for $85 Million
MAJESCO ENTERTAINMENT: Raises $6 Million in Private Offering
MARKWEST ENERGY: Moody's Revises Outlook to Stable from Positive

MERRILL LYNCH: Fitch Lowers Ratings on Five Certificates
METRO ONE: Now Has Access to $1.7 Million of Funds
METRO ONE: Posts Net Loss of $3.7 Million in Quarter ended June 30
METROPCS COMMS: Leap Wireless' Board to Review Acquisition Offer
METROPCS COMMS: S&P Holds B- Rating on Leap Wireless Merger Deal

MIDWESTERN SANITATION: Case Summary & 20 Largest Unsec. Creditors
MORGAN STANLEY: Moody's Holds Caa2 Rating on Class O Certificates
MORTGAGE LENDERS: Can Walk Away from 10 Unexpired Leases
MPC CORP: Inks Deal to Purchase Gateway's Business for $90 Mil.
MYSTIQUE ENERGY: Incurs $1.4MM Net Loss for Period Ended June 30

NASSAU CDO: Moody's Places Ba1 Rating Under Review
NATIONAL RETAIL: Preferred Stock Carries S&P's BB+ Rating
NELNET INC: Moody's Revises Outlook to Negative from Stable
NEWPARK RESOURCES: Completes $21.3 Million SEM Construction Buyout
PACIFIC LIFE: Fitch Junks Ratings on Class A-3 and B Notes

PAINCARE HOLDINGS: Completes $14.4 Mil. Sale of PSHS and Gables
PEOPLE'S CHOICE: Fitch Junks Rating on Class M-8 Certificates
PLANGRAPHICS INC: Dec. 31 Balance Sheet Upside-Down by $2.3 Mil.
PLAYTEX PRODUCTS: Earns $15.6 Million in Quarter Ended June 30
PUERTO RICO CONSERVATION: Moody's Holds Secured Notes' B2 Rating

QUANTA SERVICES: Completes Merger Acquisition of InfraSource
QUANTA SERVICES: Inks Amendment to Credit Agreement
QPC LASERS: June 30 Balance Sheet Upside-Down by $4.5 Million
RENAISSANCE: Fitch Downgrades Ratings on $35 Million Certificates
ROBERTO AMAYA: Case Summary & 20 Largest Unsecured Creditors

ROO GROUP: Posts $7.4 Million Net Loss in Quarter Ended June 30
SALOMON BROTHERS: Fitch Cuts Ratings on Class M-2 & M-3 Certs.
SALOMON BROTHERS: Fitch Holds BB- Rating on Class L Certificates
SANMINA-SCI CORP: Obtains Lenders' Consent on Inter-Company Loans
SANMINA-SCI CORP: Names Joseph Bronson as President and COO

SANMINA-SCI CORP: Posts $27.6 Mil. Net Loss in Qtr. Ended June 30
SCOTT BOULEVARD: Case Summary & Two Largest Unsecured Creditors
SECUNDA INTERNATIONAL: S&P Withdraws B- Ratings After Asset Sale
SIERRA HEALTH: Completes Required Regulatory Merger Approvals
SIERRA HEALTH: S&P Says Ratings Remain on Positive CreditWatch

SIX FLAGS: Fitch Holds B- Issuer Default Rating with Neg. Outlook
SOUNDVIEW HOME: Fitch Cuts Ratings on $98.6 Million Certificates
SPATIALIGHT INC: Nasdaq to Delist Common Stock
SPRING VALLEY: Case Summary & Two Largest Unsecured Creditors
SUPERCLICK INC: July 31 Balance Sheet Upside-Down by $2.2 Million

TOUGALOO COLLEGE: Moody's Withdraws B3 Rating on 1993A Bonds
TRAINER WORTHAM: Fitch Cuts Rating on Class D Notes to BB
TYSON FOODS: CEO Richard Bond Outlines Financial Turnaround
UAP HOLDING: United Agri Wants to Increase Loan Facility by $150MM
UAP HOLDING: S&P Lifts Corporate Credit Rating to BB- from B+

W&T OFFSHORE: Paying $0.03 per Share Cash Dividend on Nov. 1
WERNER LADDERS: Disclosure Statement Hearing Moved to September 12
ZOOMERS HOLDING: Judge Paskay Dismisses Chapter 22 Case

* Fitch Takes Rating Actions on Various CDC & IXIS Subprime Deals
* Jonathan Rose and Sheldon Kline Join Sheppard Mullin's DC Office
* Alicia Batts Joins as Partner in Proskauer Rose's DC Office
* King & Spalding Names Jennifer Price as Arbitration Partner
* James McDermott Joins Alvarez & Marsal's Restructuring Team

* BOND PRICING: For the Week of September 3 - September 7, 2007

                             *********

341 5TH: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 341 5th Drama LLC
        341 5th Avenue
        Brooklyn, NY 11215

Bankruptcy Case No.: 07-44820

Chapter 11 Petition Date: September 6, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Bruce Weiner, Esq.
                  Rosenberg Musso & Weiner LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966

Total Assets: $1,540,600

Total Debts:    $553,472

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Vanderbilt Home Heating Oil                  $19,172
667 Vanderbilt Avenue
Brooklyn, NY 11238

Con Edison                                      $300
JAF Station
P.O. Box 1702
New York, NY 10116


ACA ABS: Moody's Downgrades Rating on $45 Million Notes to B3
-------------------------------------------------------------
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 ABS: Moody's Puts Ratings on 2003-2 Notes Under Review
----------------------------------------------------------
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
                   December 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 December 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
                   December 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 AQUARIUS: Moody's Downgrades Ratings on $94.5 Million Notes
---------------------------------------------------------------
Moody's Investors Service downgraded its rating on these classes
of notes issued by ACA Aquarius 2006-1, Ltd.:

    (1) $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

    (2) $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:

    (1) $255,000,000 Class A1J Senior Secured Floating Rate Notes
        Due 2046.

        Prior Rating: Aaa
        Current Rating: Aaa, on review for possible downgrade

    (2) $177,000,000 Class A2 Senior Secured Floating Rate Notes
        Due 2046.

        Prior Rating: Aa2
        Current Rating: Aa2, on review for possible downgrade

    (3) $80,000,000 Class A3 Secured Deferrable Interest Floating
        Rate Notes Due 2046.

        Prior Rating: A2
        Current Rating: A2, on review for possible downgrade

    (4) $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.


AEGIS 2004-1: Fitch Junks Rating on Class B3 Certificates
---------------------------------------------------------
Fitch Ratings has taken rating actions on these Aegis 2004-1
mortgage pass-through certificates.

    -- Class M1 affirmed at 'AA';

    -- Class M2 affirmed at 'A';

    -- Class M3 affirmed at 'A-';

    -- Class B1 downgraded to 'BB' from 'BBB+'; off Rating Watch
       Negative;

    -- Class B2 downgraded to 'B' from 'BBB-';

    -- Class B3 downgraded to 'C' from 'BB-'; and assigned a
       Distressed Recovery rating of 'DR5'.

The assets primarily consist of a pool of conventional, first and
second lien, adjustable and fixed rate, fully amortizing and
balloon, residential mortgage loans extended to subprime
borrowers.  The servicer of the loans is Chase Manhattan Mortgage
Corporation, which is currently rated 'RPS1' by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$61.7 million in outstanding certificates. The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $13.6 million in outstanding
certificates.

Over the past year, realized losses have been greater than excess
spread, and the overcollateralization amount has been off target
(with the exception of the months when the OC amount was stepping
down to its target). As of the July 2007 distribution, OC is at
3.88%.  The 60+ delinquency amount (includes Foreclosure, Real
Estate Owned, and Bankruptcy) is approximately 23.47%, and losses
to date are approximately 2.64%.


AEGIS MORTGAGE: Fitch Cuts Ratings on $44.5 Million Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Aegis Mortgage
Corporation 2005-1 mortgage pass-through certificates.

Affirmations total $191.5 million and downgrades total
$44.5 million.  Break Loss percentages (BL) and Loss Coverage
Ratios (LCR) for each class are included with the rating actions:

Aegis 2005-1

    -- $79.9 million class A affirmed at 'AAA' (BL: 84.11,
       LCR: 5.11);

    -- $31.5 million class M1 affirmed at 'AA+' (BL: 68.98,
       LCR: 4.19);

    -- $29.7 million class M2 affirmed at 'AA' (BL: 55.08,
       LCR: 3.35);

    -- $18 million class M3 affirmed at 'AA-' (BL: 48.50,
       LCR: 2.95);

    -- $16.6 million class M4 affirmed at 'A+' (BL: 41.43,
       LCR: 2.52);

    -- $15.7 million class M5 affirmed at 'A' (BL: 25.91,
       LCR: 1.58);

    -- $14.4 million class M6 downgraded to 'BB' from 'A-'
       (BL: 16.64, LCR: 1.01);

    -- $11.2 million class B1 downgraded to 'B+' from 'BBB+'
       (BL: 14.32, LCR: 0.87);

    -- $9.9 million class B2 downgraded to 'B' from 'BBB'
       (BL: 12.37, LCR: 0.75);

    -- $9 million class B3 downgraded to 'CCC' from 'BBB-'
       (BL: 10.79, LCR: 0.66).

Summary

    -- Originators: Aegis (100%);
    -- 60+ day Delinquency: 27.46%;
    -- Realized Losses to date (% of Original Balance): 1.59%;
    -- Expected Remaining Losses (% of Current Balance): 16.45%;
    -- Cumulative Expected Losses (% of Original Balance): 6.23%.

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.


AMEREX GROUP: Inks Pact to Acquire Perma-Fix for $2.2 Million
-------------------------------------------------------------
Amerex Group Inc. has entered into a Letter of Intent to purchase
Perma-Fix Treatment Services Inc. of Tulsa, Oklahoma from Perma-
Fix Environmental Services Inc.  The initial terms of the
agreement stipulate that Amerex will pay $2.2 million for all of
the assets and the assumption of certain liabilities of Perma-Fix
Treatment Services Inc., and final terms will be determined prior
to Sept. 30, 2007, at which time the parties are expected to have
executed a definitive Purchase/Sale Agreement.

This transaction is subject to Amerex completing its due diligence
and the parties entering into a definitive agreement. Perma-Fix
Treatment Services, housed on more than 25 acres, and licensed to
accept an extensive list of waste materials, includes a water
treatment facility.
    
"This transaction will greatly expand our service capabilities at
our Tulsa facility and accelerate our growth plans,"    Nicholas
Malino, CEO of Amerex stated.  "We are still working out the
details and performing due diligence, however, it appears that
once the transaction is complete, it is expected to be immediately
accretive to earnings."

"This transaction will give Amerex a second fully-licensed RCRA
facility, and since the facility has good rail access, it fits
nicely with our developing strategic relationship with
Xinterchange," Mr. Stephen Onody, Amerex's COO added.  

"We are pleased to be working with Amerex on this transaction,
which is another step in our plan to focus our efforts on our core
nuclear business," Dr. Louis F. Centofanti, chairman and chief
executive officer of Perma-Fix Environmental Services Inc. said.
   
              About Perma-Fix Environmental Services

Headquartered in Atlanta, Florida, Perma-Fix Environmental
Services Inc. (Nasdaq: PESI; BSE: PESI; Germany: PES.BE) -–
http://www.perma-fix.com/-- is a national environmental services  
company, providing unique mixed waste and industrial waste
management services.  The company has increased its focus on the
Nuclear services segment, which provides radioactive and mixed
waste treatment services to hospitals, research laboratories and
institutions, numerous federal agencies including DOE and the U.S.
Department of Defense and nuclear utilities.  The Industrial
services segment provides hazardous and non-hazardous waste
treatment services for a diverse group of customers including
Fortune 500 companies, numerous federal, state and local agencies
and thousands of smaller clients.  The Company operates nine major
waste treatment facilities across the country.

                       About Amerex Group

Headquartered in New York City, Amerex Group Inc. (OTC BB:
AEXG.OB) -- http://www.amerexgroup.com/-- is a hazardous waste  
transportation and logistics firm with capabilities to provide
emergency response to environmental emergencies.  The company has
multiple facilities including a hazardous waste treatment, storage
and disposal facility licensed under the Resource Conservation and
Recovery Act Part B and a trucking fleet to transport hazardous
waste throughout the USA.  Amerex has administrative headquarters
in Tulsa, Oklahoma.

As of June 30, 2007, Amerex Group's balance sheet showed total
assets of $7.9 million, total liabilities of $17.0 million,
resulting in a $9.1 million total stockholders' deficit.

                       Going Concern Doubt

Sartain Fischbein & Co., in Tulsa, Oklahoma, expressed substantial
doubt about Amerex Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company incurred a net loss of
$5,218,444 during the year ended Dec. 31, 2006, and, as of that
date, had a working capital deficiency of $8,633,068 and
stockholders' deficit of $3,363,333.

The company failed to make required monthly principal payments to
its primary lender during 2007 and was in noncompliance with
certain debt covenants regarding delivery of financial statements
and liens on assets as of June 30, 2007.  As such, the company is
in default of its debt agreements.


AMERICAN HOME: Fitch Cuts Ratings on $16.5 Million Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on American Home
Mortgage Investment Trust mortgage pass-through certificates.

Affirmations total $63 million and downgrades total $16.5 million.
Break Loss percentages (BL) and Loss Coverage Ratios (LCR) for
each class are included with the rating actions:

American Home 2005-SD1, Group 1 (first liens)

    -- $21.9 million class I-A1 affirmed at 'AAA' (BL: 24.86,
       LCR: 4.62);

    -- $2.4 million class I-M1 affirmed at 'AA' (BL: 16.40,
       LCR: 3.05);

    -- $1.1 million class I-M2 affirmed at 'A' (BL: 12.63,
       LCR: 2.35);

    -- $0.9 million class I-M3 affirmed at 'BBB' (BL: 9.48,
       LCR: 1.76);

    -- $1.2 million class I-M4 affirmed at 'BB' (BL: 5.29,
       LCR: 0.98).

Deal Summary

    -- Originators: 100% American Home Mortgage Acceptance Inc.;
    -- 60+ day Delinquency: 6.84%;
    -- Realized Losses to date (% of Original Balance): 0.21%;
    -- Expected Remaining Losses (% of Current Balance): 5.38%;
    -- Cumulative Expected Losses (% of Original Balance): 3.93%.

American Home 2005-SD1, Group 2 (second liens)

    -- $20.5 million class II-A1 affirmed at 'AAA' (BL: 69.28,
       LCR: 2.51);

    -- $7.2 million class II-M1 affirmed at 'AA' (BL: 55.19,
       LCR: 2.0);

    -- $6.1 million class II-M2 affirmed at 'A' (BL: 42.60,
       LCR: 1.54);

    -- $5.5 million class II-M3 downgraded to 'BBB-' from 'BBB'
       (BL: 31.26, LCR: 1.13);

    -- $5.7 million class II-M4 downgraded to 'B' from 'BB'
       (BL: 21.46, LCR: 0.78);

    -- $5.2 million class II-M5 downgraded to 'C' from 'B', and
       assigned a Distressed Recovery rating of 'DR6'.

Deal Summary

    -- Originators: 100% American Home Mortgage Acceptance Inc.;
    -- 60+ day Delinquency: 15.55%;
    -- Realized Losses to date (% of Original Balance): 3.92%;
    -- Expected Remaining Losses (% of Current Balance): 27.60%;
    -- Cumulative Expected Losses (% of Original Balance): 18.30%.

The Group 1 mortgage pool consists of fixed- and adjustable-rate
mortgage loans secured by first liens on residential properties.  
The Group 2 mortgage pool consists of fixed-rate mortgage loans
secured by second liens on residential properties.

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.  Minimum LCR's specifically for subprime
second lien transactions are as follows: AAA: 2.00; AA: 1.75; A:
1.50; BBB: 1.20; BB 0.95; B: 0.75. Also, with regard to subprime
second lien transactions, ratings on bonds expected to pay off
within 36 months are affirmed.


AMERICAN UNITY: June 30 Balance Sheet Upside-Down by $1.3 Million
-----------------------------------------------------------------
American Unity Investments Inc.'s consolidated balance sheet at
June 30, 2007, showed $2.1 million in total assets and
$3.4 million in total liabilities, resulting in a $1.3 million
total stockholders' deficit.

The company's consolidated June 30 balance sheet also showed
strained liquidity with $1.9 million in total current assets
available to pay $3.1 million in total current liabilities.

The company incurred a net loss of $201,015 in the three months
ended June 30, 2007, a reversal of the $142,940 net income
reported in the same period last year.

The company disclosed $0 revenue for the three months ended
June 30, 2007 compared to $1.2 million for the three months ended
June 30, 2006.

Revenues in the quarter ended June 30, 2006, almost entirely
consisted of resales of forestry property and sales of forestry
products from the People’s Republic of China.  The company
discontinued the forestry business in the last quarter of 2006 and
had no revenues after Sept. 30, 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?2319

                       Going Concern Doubt

David M. K. Yeung & Co., in Hong Kong, expressed substantial doubt
about American Unity Investments Inc.'s ability to continue as a
going after auditing the company's consolidated financial
statements as of the year ended Dec. 31, 2006.  The auditing firm
reported that the company has recurring net losses and an
accumulated deficit of $2,156,814 as of Dec. 31, 2006.

                        About American Unity

Headquartered in New York, American Unity Investments Inc. (OTC
BB: AUNI) -- http://www.ameriunity.com/-- is a global investment
company which is investigating business opportunities, including
acquisitions, in the People's Republic of China.  The company also
maintains a head office in Beijing.


AMERISTAR CASINOS: Earns $17.2 Million in Quarter Ended June 30
---------------------------------------------------------------
Ameristar Casinos, Inc. reported net income of $17.2 million on
$253.3 million net revenues for three months ended June 30, 2007,
compared to net income of 18 million on $246.5 million net
revenues for the  same quarter last year.

At June 30, the company's balance sheet listed total assets of
$1.6 billion, total liabilities of $1.1 billion, and $488 million
stockholders' equity.

"Ameristar finished another strong quarter with record second
quarter results," John Boushy, Ameristar's CEO and President,
said.  "The company continues to deliver solid financial
performance.  In the second quarter, net revenues at each of our
properties other than Kansas City outpaced the year-over-year
change in its respective market.  We enhanced or maintained
profitability in all of our markets, and our EBITDA performance
improvement this quarter was particularly notable at Black Hawk,
Council Bluffs and Kansas City.  This underscores the continued
strength of our business strategy to build a higher quality
revenue stream. I would like to take this opportunity to thank all
our Ameristar team members for their continued hard work and
dedication to delivering outstanding service to our guests and for
helping the company achieve solid results."

Capital expenditures for the second quarter of 2007 totaled
$67.6 million and were primarily related to:

    * the Ameristar St. Charles hotel project for $37.8 million;
    * the Ameristar Black Hawk hotel project for $6.8 million; and
    * the Ameristar Vicksburg casino expansion for $6.4 million.

Headquartered in Las Vegas, Nevada, Ameristar Casinos Inc.
(NASDAQNM: ASCA) -- http://www.ameristar.com/-- owns and operates  
seven hotel/casinos in six markets. The company's portfolio of
casinos consists of: Ameristar St. Charles (St. Louis market);
Ameristar Kansas City; Ameristar Council Bluffs (Omaha market);
Ameristar Vicksburg; Ameristar Blackhawk (Denver market); and
Cactus Petes and the Horseshu in Jackpot, Nevada (Idaho market).

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2007,
Standard & Poor's Ratings Services lowered its issue-level rating
on Ameristar Casinos Inc.'s senior secured credit facility to
'BB+' (one notch higher than the 'BB' corporate credit rating on
the company) from 'BBB-'.


AMPLE COMMS: Mindspeed to Acquire Product Portfolio & IP Assets
---------------------------------------------------------------
Mindspeed Technologies, Inc., said that it entered into an
agreement on Sept. 4, 2007 to acquire the product portfolio and
intellectual property assets of Ample Communications, Inc.

Mindspeed will pay approximately $4.6 million in cash to acquire
the assets in a private foreclosure sale from Ample's senior
creditor and expects to complete the transaction before the end of
its current fiscal quarter subject to the satisfaction of various
closing conditions.  The company expects revenues from the
acquired products to contribute approximately $3 million in its
fiscal year 2008 with margins generally in line with the corporate
average.  The company does not expect any impact to its non-GAAP
operating profitability in the first half of fiscal 2008 and
expects the acquisition to be accretive in the second half of
fiscal 2008 when the acquired products are expected to contribute
more meaningful revenues.

Ample's products ship to major OEM equipment customers for
installation in Ethernet metropolitan, access, and enterprise
networks, including wireless/cellular backhaul and Ethernet-over-
SONET applications.  Mindspeed intends to market, sell and support
these Ethernet aggregation products with densities ranging from
two to 24 ports and Ethernet transmission speeds from 10 Mbps to
10 Gbps.  The company also expects to develop and further extend
the Ethernet MAC product line.

"With this acquisition Mindspeed will enter a strategic new market
segment which we believe will significantly diversify our WAN
portfolio," said Raouf Halim, chief executive officer of
Mindspeed.  "These products are in production and ship to a number
of tier-one OEM customers for use in next-generation Ethernet
switches, routers, and access devices for both carrier and
enterprise applications."

"With our network infrastructure expertise, strong customer
support and global sales force, we expect to begin building a
strong position in the Ethernet aggregation market once this
acquisition is completed," said Ron Cates, senior vice president
and general manager of Mindspeed's WAN business unit.

               About Mindspeed Technologies(R)

Mindspeed Technologies, Inc. -– http://www.mindspeed.com--  
(NASDAQ:MSPD) designs, develops and sells semiconductor networking
solutions for communications applications in enterprise, access,
metropolitan and wide area networks.

The company's three key product families include high-performance
analog transmission and switching solutions, multiservice access
products designed to support voice and data services across
wireline and wireless networks, and WAN communications solutions
including T/E carrier physical-layer and link-layer devices, as
well as ATM/MPLS network processors.  Mindspeed's products are
used in a wide variety of network infrastructure equipment
including voice and media gateways, high-speed routers, switches,
access multiplexers, cross-connect systems, add-drop multiplexers
and digital loop carrier equipment.

                   About Ample Communications

Ample Communications -– http://www.amplecomm.com/-- is an  
established supplier of high-speed Ethernet and SONET silicon for
enterprise and metropolitan area network equipment OEMs.  The
company has established itself as both a technology and a market
share leader.  Wide customer acceptance at Tier 1 and Tier 2 OEMs
has resulted in more than 50 design wins for its 10 Megabit-to 40
Gigabit-per-second SONET and Ethernet silicon.  Ample
Communications is located in Fremont, California, with additional
development facilities in Sacramento, California and in Bangalore,
India.


ARVINMERITOR INC: Partners with Chery to Design Chassis Systems
---------------------------------------------------------------
ArvinMeritor Inc. and Chery Form Chassis Systems have entered into
a joint venture partnership to design and manufacture chassis
systems and components.  

The new joint venture, ArvinMeritor Chassis Systems Wuhu Co.,
will evolve to a US$150-million full-systems chassis supplier by
2010.  Production of shocks and struts will begin as early as
2008.

"ArvinMeritor's alliance with Chery is a great example of the
company attaining strategic growth from three key focus areas;
increasing business with Asian customers, expanding in emerging
markets, and growing our light vehicle chassis business," said
Phil Martens, president of ArvinMeritor's Light Vehicle Systems
business group.  "This new business, which is quickly ramping up,
comes on the heels of several other new Chery contracts with
ArvinMeritor for its door systems technologies.  We're honored
that Chery continues to choose us as its technology partner,"
continued Mr. Martens.  "We see these contracts as the first steps
of many long-term opportunities for both companies."

"As the automotive footprint continues to evolve, ArvinMeritor is
well positioned to participate in Asia's explosive growth through
its global partnerships and manufacturing network, including the
announcement with Chery," said Rakesh Sachdev, president of
ArvinMeritor's Asia Pacific operation.  "The new chassis systems
joint venture plant in Wuhu will be one of several China-based
facilities ArvinMeritor is adding to its network over the next 18
months in support of new business with customers in the region."

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- is a premier USUS$8.8
billion global supplier of a broad range of integrated systems,
modules and components to the motor vehicle industry.  The
company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets.  ArvinMeritor employs approximately 29,000 people
at more than 120 manufacturing facilities in 25 countries.
These countries are: China, India, Japan, Singapore, Thailand,
Australia, Venezuela, Brazil, Argentina, Belgium, Czech
Republic, France, Germany, Hungary, Italy, Netherlands, Spain,
Sweden, Switzerland, United Kingdom, among others.

                          *     *     *

ArvinMeritor's $175 million Convertible Senior Unsecured Notes is
rated by Dominion Bond Rating Service at BB(low).  DBRS also said
that the trend is stable.

The company also carries Moody's Investors Service's Ba3 corporate
family rating.


ARVINMERITOR INC: Closes 13 Plants to Initiate Restructuring
------------------------------------------------------------
ArvinMeritor Inc. is consolidating its three North American ride
control facilities into one, including the closure of its Toronto,
Ontario original equipment shock absorber operation, and its
Chickasha, Oklahoma packaging and distribution center.  The 700-
person closure is part of a restructuring plan affecting 2,800
employees from 13 North American and European plants.

"The company must operate from a global manufacturing footprint
that optimizes capacity and reduces costs, while creating the
highest levels of service and value for our customers," Ed Frutig,
vice president and general manager, Chassis Systems, said.  "Our
site closures are in no way a reflection of our dedicated
workforce. Our talented and highly-skilled employees have
consistently delivered quality products for our customers."

A majority of the shock absorber production will be transferred
from Toronto to Queretaro, Mexico by June 2008, with an
anticipated closure by June 2009.  The Chickasha site will move
its packaging and distribution business to a U.S.-based third
party logistics company by April 2008.  Employees were advised of
the closure plans during a series of meetings on Sept. 7, 2007.  
ArvinMeritor will offer severance and benefits packages to
affected employees.

                     About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components serving light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and certain
aftermarkets.  The company employs approximately 19,000 people in
25 countries.

                         *     *     *

Moody's Investor Services rated B3 ArvinMeritor Inc.'s long term
corporate family and probability of default on January 2007.  The
outlook is stable.


ASSET BACKED: Fitch Lowers Ratings on $88.9 Million Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Asset Backed
Funding Corp. mortgage pass-through certificates. Affirmations
total $224.6 million, downgrades total $88.9 million and bonds
placed on Rating Watch Negative total $1.5 million:

Series 2003-AHL1

    -- Class AI affirmed at 'AAA';
    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'A+';
    -- Class M-4 affirmed at 'A';
    -- Class M-5, rated 'BBB+', placed on Rating Watch Negative.

Series 2003-OPT1

    -- Classes A-1, A-1A and A-3 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 'A-';
    -- Class M-5 downgraded to 'BB+' from 'BBB+';
    -- Class M-6 downgraded to 'B' from 'BBB'.

Series 2004-FF1

    -- Class M-1 downgraded to 'AA-' from 'AA';
    -- Class M-2 downgraded to 'BBB+' from 'A';
    -- Class M-3 downgraded to 'BBB-' from 'A-';
    -- Class M-4 downgraded to 'BB+' from 'BBB+';
    -- Class M-5 downgraded to 'BB' from 'BBB';
    -- Class M-6 downgraded to 'BB-' from 'BBB-'.

Series 2004-OPT3

    -- Classes A-1 and A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Classes M-2 and M-3 affirmed at 'A';
    -- Class M-4 affirmed at 'A-';
    -- Class M-5 affirmed at 'BBB';
    -- Class M-6, rated 'BBB-', placed on Rating Watch Negative.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $225 million of outstanding certificates, as of the
August 2007 distribution date.

The negative rating actions (classes downgraded and classes placed
on Rating Watch Negative) total approximately $90.5 million of
outstanding certificates and reflect the deterioration of CE
relative to future expected losses.

The transactions are seasoned from a range of 37 months (series
2004-FF1) to 52 months (series 2003-AHL1).  The pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from 11% (series 2003-OPT1) to 16% (series
2004-OPT3).  The cumulative losses to date, as a percentage of the
pools' initial balances, range from 0.39% (series 2004-OPT3) to
1.16% (series 2003-AHL1).

For the transactions listed above, the underlying collateral
consists of fixed-rate and adjustable-rate mortgage loans secured
by first and second liens on residential mortgage properties
extended to subprime borrowers.  The mortgage loans were acquired
from various originators.  The servicers for the loans in these
transactions are Option One Mortgage Corporation (series 2003-OPT1
and 2004-OPT3), Litton Loan Servicing, LP (series 2003-AHL1) and
Countrywide Home Loans, Inc.(series 2004-FF1).  The first two
servicers are both rated 'RPS1, Rating Watch Negative' and
Countrywide Home Loans, Inc. is rated 'RPS1-, Rating Watch
Evolving', by Fitch.

As of the August 2007 distribution date, the overcollateralization
for series 2003-AHL1 was $1,321,747, versus a target of
$1,848,812.  The 60+ delinquencies are 16.22% of current
collateral balance.  This includes foreclosures and real estate
owned (REO) of 5.99% and 1.57%, respectively.

For the 2003-OPT1 transaction, the OC was $2,485,166 with a target
of $3,844,360.  The 60+ delinquencies are 16.82% of current
collateral balance.  This includes foreclosures and REO of 6.09%
and 3.28%, respectively.

For the 2004-FF1 transaction, the OC was at the stepped down
target of $3,615,935.  The 60+ delinquencies are 22.46% of current
collateral balance.  This includes foreclosures and REO of 7.89%
and 8.82%, respectively.

For the 2004-OPT3 transaction, the OC was $2,619,792 with a target
of $3,208,688.  The 60+ delinquencies are 16.53% of current
collateral balance.  This includes foreclosures and REO of 8.07%
and 2.25%, respectively.


BALLY TOTAL: Delays Filing of Second Quarter 2007 Financial Report
------------------------------------------------------------------
Bally Total Fitness Holding Corporation has advised the United
States Securities and Exchange Commission that it won't be able to
file its financial report on Form 10-Q for the quarter ended
June 30, 2007, on time without unreasonable effort and expense.

Bally is also unable to provide a reasonable estimate of its
second quarter 2007 results of operations.

The company continues to evaluate the impact that certain errors
in historical member data and certain assumptions relating to
attrition estimates have on its estimates of deferred revenue,
Marc D. Bassewitz, Bally's senior vice president, secretary and
general counsel, explains.

Mr. Bassewitz also cites Bally's ongoing discussions with
creditors, financial institutions and other parties on bankruptcy
matters.

"[Bally] cannot at this time estimate what significant changes
will be reflected in its second quarter 2007 results of operations
compared to its second quarter 2006 results of operations," Mr.
Bassewitz says.

Bally and substantially all of its domestic affiliates filed for
bankruptcy protection on July 31, 2007.

The considerable work associated with the evaluation substantially
delayed Bally's preparation of its 2006 financial statements and
its completion of the financial and other information to be
included in the 2006 Form 10-K filed June 29, 2007.  Bally also
was unable to timely file its Form 10-Q for the quarter ended
March 31, 2007.

                  About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates  
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  Bally Total and its affiliates filed for
chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No.
07-12396) after obtaining requisite number of votes in favor of
their pre-packaged chapter 11 plan.  Joseph Furst, III, Esq. at
Latham & Watkins, L.L.P. represents the Debtors in their
restructuring efforts.  As of June 30, 2007, the Debtors had
$408,546,205 in total assets and $1,825,941,54627 in total
liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.  The hearing to consider confirmation of
the Debtors' prepackaged plan is set for Sept. 17, 2007.  (Bally
Total Fitness Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


BALTEX SWIMWEAR: Christina America Purchases Assets
---------------------------------------------------
In a move to further consolidate its position as a world-leading
swimwear manufacturer, Montreal-based Christina America said it
has purchased the assets of Baltex Swimwear.  The deal maintains
the Baltex name and secures a significant number of Baltex
jobs.  The transaction price was not disclosed.

"This arrangement presents numerous opportunities in terms of
product development, customer relations and the ability to
strengthen Christina's already strong portfolio of brands," stated
Kathy Van Ness, Executive Vice President and Chief Marketing
Officer of Christina.  "Combining these two great names and their
well-known brands results in a number of synergies and creates a
strong entity which will permit us to expand our global foot print
and further reinforce our distribution channels.  The purchase
also provides an important platform from which Christina can seek
further acquisition and expansion opportunities."

Ms. Van Ness added, "The Baltex group joins both the Chrlstina
America and Gottex companies.  We are taking a proactive, positive
approach to build upon our combined strengths as well as continue
to provide outstanding service to our customers and maintain the
Baltex Canadian identity in the market."

Christina America said that a significant amount of positions at
Baltex would be maintained.  The acquisition vaults Christina
America to one of North America's largest swimwear manufacturers.

                   About Christina America

Established in 1952, Christina America -– http://www.christina.ca/
-- has built a solid global reputation by consistently developing
products that consumers need, enhancing the growth of its
distribution lines, and extending its product lines to expand its
market share.  Christina America is part of the SEA (Swim Experts
Alliance) Group.

                         About Baltex

Baltex Swimwear -– http://www.baltex.com/-- manufactures women’s  
swimwear, swimsuits and bathing suits, tankini and bikini.

According to a report from CBC News, Baltex, in mid-August 2007,
filed for bankruptcy putting 350 people out of work.


BAUSCH & LOMB: Settles Merger-Related Shareholder Suits
-------------------------------------------------------
Bausch & Lomb Inc. and Warburg Pincus LLC entered into a
memorandum of understanding with various shareholder plaintiffs to
settle certain shareholder lawsuits, including shareholder
lawsuits that, among other things, challenged the proposed merger
of the company with affiliates of Warburg Pincus LLC pursuant to
the Agreement and Plan of Merger, dated as of May 16, 2007, by and
among WP Prism LLC, WP Prism Merger Sub Inc. and the company, and
the other related transactions.

In connection with the settlement, the company agreed to make
certain additional disclosures to its shareholders, which are
contained in the proxy supplement filed with the U.S. Securities
and Exchange Commission.  Subject to the completion of certain
confirmatory discovery by counsel to plaintiffs, the memorandum of
understanding contemplates that the parties will enter into a
stipulation of settlement.  The stipulation of settlement will be
subject to customary conditions, including court approval
following notice to the company’s shareholders and consummation of
the merger.

In the event that the parties enter into a stipulation of
settlement, a hearing will be scheduled at which the court will
consider the fairness, reasonableness and adequacy of the
settlement which, if finally approved by the court, will resolve
all of the claims that were or could have been brought in the
actions being settled, including all claims relating to the
merger, the merger agreement and any disclosure made in connection
with the merger.

In addition, in connection with the settlement and as provided in
the memorandum of understanding, the parties contemplate that
plaintiffs’ counsel will seek an award of attorneys’ fees and
expenses as part of the settlement.  There can be no assurance
that the parties will ultimately enter into a stipulation of
settlement or that the court will approve the settlement even if
the parties were to enter into such stipulation.  In such event,
the proposed settlement as contemplated by the memorandum of
understanding may be terminated.

A full-text copy of the proxy statement supplement is available
for free at http://ResearchArchives.com/t/s?2326

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico. "In Europe, the company maintains operations in
Austria, Germany, the Netherlands, Spain, and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on July 12, 2007,
Standard & Poor's Ratings Services said its 'BB+' corporate
credit and senior secured ratings on Bausch & Lomb Inc. remain
on CreditWatch with negative implications in light of the
July 5, 2007 acquisition bid by Advanced Medical Optics Inc.

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service stated that it will continue its review
of Bausch & Lomb Incorporated's ratings for possible downgrade
following the announcement that the company has entered into a
definitive merger agreement with affiliates of Warburg Pincus.

Ratings subject to review for possible downgrade include the
company's Ba1 Corporate Family rating and Ba1 Probability of
Default rating.

In addition, the Warburg Pincus deal prompted Fitch to maintain
its Negative Rating Watch on the company.  Fitch also warned that
the transaction would significantly increase leverage and likely
result in a multiple-notch downgrade, including an Issuer Default
Rating of no higher than 'BB-'.


BELLE HAVEN: Moody's Places Ba1 Rating Under Review
---------------------------------------------------
Moody's Investors Service placed these notes issued by Belle Haven
ABS CDO 2006-1, Ltd. on review for possible downgrade:

    (1) $50,000,000 Class B Floating Rate Notes Due 2046

        Prior Rating: Aa2
        Current Rating: Aa2, on review for possible downgrade

    (2) $30,000,000 Class C Floating Rate Deferrable Notes Due
        2046

        Prior Rating: A2
        Current Rating: A2, on review for possible downgrade

    (3) $29,000,000 Class D Floating Rate Deferrable Notes Due
        2046

        Prior Rating: Baa2
        Current Rating: Baa2, on review for possible downgrade

    (4) $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-STATE MEDICAL: Case Summary & 36 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Bi-State Medical Technologies, L.L.C.
             aka Medical Outfitters
             aka L.S.I. International
             11529 West 79th Street
             Lenexa, KS 66214

Bankruptcy Case No.: 07-21990

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        L.S.I. International, Inc.                 07-21989

Type of business: The Debtors sells medical supplies for
                  chiropractic, sports medicine and physical
                  therapy.

Chapter 11 Petition Date: September 6, 2007

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtors' Counsel: Joanne B. Stutz, Esq.
                  Evans & Mullinix, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700

                                    Total Assets       Total Debts
                                    ------------       -----------
Bi-State Medical Technologies, LLC  $937,922           $4,746,156
L.S.I. International, Inc., LLC     $925,616           $4,916,641

A. Bi-State Medical Technologies, LLC's 19 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
M.&I. Bank                     essentially all assets  $1,060,208
1201 Northwest Briarcliff      of the business;
Parkway                        amount owed is as of
Kansas City, MO 64116          August 9, 2007; value
                               of security: $947,749

James and Sheila Lane          stock in L.S.I.           $700,000
126 Capstone Circle            International, Inc.;
Pagosa Springs, CO 81147       value of security:
                               $947,749; value of
                               senior lien:
                               $1,060,208

Dynatronics                    inventory purchase        $207,140
7030 Park Centre Drive
Salt Lake City, UT 84121
                               unsecured note            $150,000

Trimline Medical Products      assets of business:       $250,000
Corp.                          loan was for working
c/o Richard Jacobson           capital; value of
52 Village Way                 security: $947,749;
Branchburg, NJ 08076           value of senior lien:
                               $1,760,208

Armedica Manufacturing         inventory purchase        $203,246
Corp.

Ron Goldsmith                  subordinated equity       $200,000
                               note

Jack J. Lonsinger Trust        subordinated equity       $175,000
                               note

Coolsystems, Inc.              inventory purchase        $148,588

Christine Wu & W.M. Jacobson   subordinated equity       $125,000
                               note

Margaret J. Jacobson           subordinated equity       $124,000
                               note

Lisa Parks                     subordinated equity       $100,000
                               note

Rich-Mar Naimco, Inc.          inventory purchase         $71,574

Core Products International,   inventory purchase         $68,803
Inc.

Elite Manufacturing            inventory purchase         $56,339

The Systems House              computer systems           $52,593

Jeffrey Goldsmith              subordinated equity        $50,000
                               note

Michelle Goldsmith             subordinated equity        $50,000
                               note

Steve & Toshiko Urban          subordinated equity        $50,000
                               note

Swiney Sanitorium              subordinated equity        $50,000
                               note

B. L.S.I. International, Inc's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
M.&I. Bank                     essentially all assets  $1,060,208
1201 NW Briarcliff Parkway     of the business;
Kansas City, MO 64116          amount owed is as
                               of August 9, 2007;
                               value of security:
                               $947,749

James and Sheila Lane          stock in L.S.I.           $700,000
126 Capstone Circle            International, Inc.;
Pagosa Springs, CO 81147

Dynatronics                    inventory purchase        $207,140
7030 Park Centre Drive
Salt Lake City, UT 84121
                               unsecured note            $150,000

Internal Revenue Service       debtor's assets;          $252,311
Centralized Insolvency Ops.    value of security:
PO Box 21126                   $947,749; value of
Philadelphia, PA 19114-0326    senior lien: $1,060,208

                               941 taxes                 $106,814

Armedica Manufacturing         inventory purchase        $203,246
Corp.

Ron Goldsmith                  subordinated equity       $200,000
                               note

Coolsystems, Inc.              inventory purchase        $148,588

Christine Wu & W.M. Jacobson   subordinated equity       $125,000
                               note

Margaret J. Jacobson           subordinated equity       $124,000
                               note

Lisa Parks                     subordinated equity       $100,000
                               note

Rich-Mar Naimco, Inc.          inventory purchase         $71,574

Core Products International,   inventory purchase         $68,803
Inc.

Elite Manufacturing            inventory purchase         $56,339

The Systems House              computer systems           $52,593

Hugh MacNicol                  subordinated Equity        $50,000
                               note

Jeffrey Goldsmith              subordinated equity        $50,000
                               note

Michelle Goldsmith             subordinated equity        $50,000
                               note


BIOPURE CORP: Posts $6.4 Million Net Loss in Quarter Ended July 31
------------------------------------------------------------------
Biopure Corporation reported a net loss of $6.4 million for the
third fiscal quarter ended July 31, 2007, compared with a net loss
of $6.6 million for the corresponding period in 2006.

Total revenues for the third quarter of 2007 were $550,000,
including $470,000 from sales of the company’s veterinary product
Oxyglobin(R) and $58,000 from sales of Hemopure(R) in South
Africa.  Total revenues for the same period in 2006 were $396,000,
including $312,000 from Oxyglobin sales and $1,000 from sales of
Hemopure.  The increase in Hemopure sales reflects the company’s
marketing efforts and increasing use of the product.  Oxyglobin
revenues increased during the third fiscal quarter of 2007
compared to 2006 due to a higher average selling price for product
sold in the U.S.

Cost of revenues was $3.1 million for the third quarter of fiscal
2007, compared to $2.9 million for the same period in 2006.  Cost
of revenues includes costs of both Oxyglobin and Hemopure.  The
increase is mainly due to higher salaries expense and plant costs.

Research and development expenses were $1.6 million for the third
quarter of fiscal 2007 compared to $1.8 million during the same
period in 2006.  Expenses during the third fiscal quarter of 2006
include costs related to the marketing authorization application
the company submitted to the United Kingdom regulatory authority
in 2006, for which there are no comparable expenses in 2007.
Partially offsetting the decline in these costs was higher
salaries expense due to increased headcount.

Sales and marketing expenses increased to $341,000 for the third
quarter of fiscal 2007, from $197,000 for the same period in 2006,
due to strategic planning activities for Hemopure in the U.K. and
to increased personnel in South Africa.

General and administrative expenses were $2.1 million for the
third quarter of fiscal 2007 compared to $2.2 million for the
corresponding period in 2006 due to lower insurance premiums.

At July 31, 2007, Biopure had $6.3 million in cash on hand.

At July 31, 2007, the company's consolidated balance sheet showed
$31.1 million in total assets, $4.8 million in total liabilities,
and $26.3 million in total stockholders' equity.

                       Going Concern Doubt

Ernst & Young, in Boston, Massachusetts, expressed substantial
doubt about Biopure Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the years ended Oct. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and lack
of sufficient funds to sustain its operations through the end of
fiscal 2007.

                    About Biopure Corporation

Headquartered in Cambridge, Mass., Biopure Corporation (NasdaqCM:
BPUR) -- http://www.biopure.com/--  develops, manufactures and  
markets pharmaceuticals, called oxygen therapeutics, that are
intravenously administered to deliver oxygen to the body's
tissues.  Hemopure(R) is approved for sale in South Africa for the
treatment of surgical patients who are acutely anemic.  Biopure
has applied in the United Kingdom for regulatory approval of a
proposed orthopedic surgical anemia indication.  The company is
developing Hemopure for a potential indication in cardiovascular
ischemia, in addition to supporting the U.S. Navy's government-
funded efforts to develop a potential out-of-hospital trauma
indication.  Biopure's veterinary product Oxyglobin(R) is
indicated for the treatment of anemia in dogs.


BON-TON STORES: Incurs $15 Million Net Loss in Second Qtr. 2007
---------------------------------------------------------------
The Bon-Ton Stores, Inc. reported net loss of $15 million for the
second quarter of fiscal 2007 ended Aug. 4, 2007, compared to a
net loss of $19.8 million for the second quarter of fiscal 2006.

The company reported a net loss of $44.3 million for the 26-six
weeks ended Aug. 4, 2007, compared to a net loss of $30.6 million
for the comparable period last year.

For the second quarter of fiscal 2007, total sales decreased 5.1%
to $708.6 million, compared to $746.8 million for the prior year
period.  Bon-Ton and Carson's combined comparable stores sales
decreased 5%.

Year-to-date total sales increased 10.5% to $1.4 billion
compared to $1.3 billion for the same period last year.  Year-to-
date Carson's comparable store sales decreased 0.2% compared to
the prior year period. Year-to-date Bon-Ton comparable store sales
decreased 9%.

The company's balance sheet as of Aug. 4, 2007, reflected total
assets of $2.1 billion, total liabilities of $1.8 billion, and
total stockholders' equity of $304.3 million.

                        Management's Comments

Bud Bergren, President and Chief Executive Officer, commented, "We
improved our gross margin rate in the second quarter of 2007 by
310 basis points to 38% with the elimination of liquidation events
we offered in the second quarter of 2006.  We also achieved an
EBITDA improvement in the second quarter of approximately 60% over
the prior year period.  However, the additional sales shortfall
reflecting what we believe was a challenging retail environment,
along with the planned reduction in our sales of approximately
$17.5 million related to last year's liquidation events, reduced
our EBITDA and net income below our expectations for the quarter."

Mr. Bergren continued, "While uncertainty regarding consumer
confidence persists, we believe we have the right initiatives in
place to achieve our revised guidance for the year and our longer-
term objectives.  We are encouraged by the strong performance in
several key merchandise categories in the first half of the year
including children's, better sportswear, juniors, intimate apparel
and shoes, and by the customer's positive response to our new fall
assortments.  We will continue to manage our inventories and
control expenses to plan.  As we have noted before, fiscal 2007 is
a transitional year for Bon-Ton as a result of the ongoing process
of integrating Bon-Ton and Carson's; we will not have a fully
comparable year until 2008.  We remain on track with the
integration process in all areas of the business and are intently
focused on driving sales and profit for our company.  The
integration is a long-term process that we believe has and will
add significant value and we remain focused on a successful
completion of this process."

                             Guidance

Keith Plowman, Executive Vice President and Chief Financial
Officer, commented, "Based on our lower sales in June and July,
which were preceded by lower than anticipated results in the first
quarter of fiscal 2007, we are revising our initial guidance for
fiscal 2007 earnings per diluted share to be in a range of $2.75
to $2.90 and EBITDA in a range of $305 to $310 million.
Assumptions reflected in our revised full year fiscal 2007
guidance include:

    - Reduced the total sales growth to an increase of 2.5% to 3%;

    - Reduced the comparable stores sales to a negative 1% to
      1.5%;

    - Reduced the gross margin rate to a range of 36.9% to 37%;

    - Maintained the increase of $8 million in cost savings;

    - Maintained the reduction of $9.5 million of integration
      costs;

    - Maintained capital expenditures of $106 million; and

    - Maintained estimated weighted average shares outstanding at
      17 to 17.35 million."

Mr. Plowman continued, "We are managing our inventories and
expenses in order to achieve our revised earnings guidance for the
year.  We continue to manage our business in line with our long-
term approach and strategies.  We have an appropriate debt
structure in place, excess capacity of $229 million at the end of
the second quarter and we expect to continue to pay down our debt
with the cash generated by the business."

                     About The Bon Ton Stores

York, Pennsylvania-based The Bon Ton Stores Inc. (Nasdaq: BONT) --
http://www.bonton.com/-- operates 278 department stores, which  
include eight furniture galleries, in 23 states in the Northeast,
Midwest and upper Great Plains under the Bon-Ton, Bergner's,
Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and
Younkers nameplates and, under the Parisian nameplate, two stores
in the Detroit, Michigan area.  The stores offer a broad
assortment of brand-name fashion apparel and accessories for
women, men and children, as well as cosmetics and home
furnishings.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2007,
Standard & Poor's Ratings Services revised its outlook on Bon-Ton
Stores Inc. to negative from stable.   At the same time, Standard
& Poor's affirmed its existing ratings on the company, including
the 'B+' corporate credit and 'B-' senior unsecured credit
ratings.  About $1.3 billion of debt was outstanding at May 5,
2007.


BOSTON SCIENTIFIC: Board Elects Ray Elliot as Director
------------------------------------------------------
Boston Scientific Corporation's Board of Directors elected Ray
Elliott as member.

Mr. Elliott, 58, is Chairman of the Board of Zimmer Holdings, Inc.  
Previously, he served as Chairman, President and Chief Executive
Officer of Zimmer from 2001 to 2007 and President of Zimmer since
1997.  Mr. Elliott has extensive operating and director experience
in medical devices, orthopaedics and other industries.  In 2005,
Mr. Elliott was selected by Institutional Investor Magazine as the
"Best CEO in America" for Healthcare (Medical Supplies and
Devices).

Prior to his roles at Zimmer, Mr. Elliott was President and Chief
Executive Officer of Cybex International, Inc.  Before assuming
his role at Cybex, he was a President and Chief Operating Officer
of Southam, Inc., and Group President of John Labatt, Ltd.  
Previously, he served for 15 years in a number of executive
capacities with American Hospital Supply Corporation, a
predecessor to Baxter International, including President of their
Far East divisions in Tokyo.  He holds a B.A. from the University
of Western Ontario.

"Ray is a highly regarded health care industry executive who has
successfully led complex global businesses for more than 20
years," said Pete Nicholas, Chairman of the Board of Boston
Scientific.  "He has a keen understanding of the role of
technology in improving health outcomes, and he will bring a
wealth of valuable experience to our board.  We are pleased to
welcome Ray to Boston Scientific."

With the election of Mr. Elliott, the Boston Scientific Board
increases to 15 members.

                    About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--       
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Standard & Poor's Ratings Services said that its ratings on Boston
Scientific Corp., including the 'BB+' corporate credit rating,
remain on CreditWatch with negative implications, where they were
placed Aug. 3, 2007.  


CA INC: Signs New 5-Year $1 Billion Revolving Credit Facility
-------------------------------------------------------------
CA Inc. said last week it entered into a $1 billion, five-year
unsecured revolving credit facility that will expire August 2012.  
The new facility replaces an existing $1 billion four-year
facility executed in 2004 that was due to expire in December 2008.

The company replaced its existing facility to extend the maturity
of the facility and to reduce the interest paid and fees
associated with the used and unused portions of the facility.
Borrowings of $750 million under the existing facility were repaid
at its termination and simultaneously re-borrowed under the new
facility.  The company plans to use the credit facility for
general corporate purposes.

"CA's ability to enter into a new facility with more favorable
terms in the current capital market environment is testament to
the company’s strengthening financial position," said chief
financial officer Nancy Cooper.  "It provides CA with increased
financial flexibility as it assesses upcoming maturities and
capital requirements.

A full-text copy of the credit agreement is available for free at:

               http://researcharchives.com/t/s?2322

                          About CA Inc.

Headquartered in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management   
software company that unifies and simplifies the management
of enterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Rating Services affirmed its 'BB' corporate
credit and senior unsecured debt ratings on CA Inc.  At the same
time, S&P revised the outlook to stable from negative.


CALPINE CORP: Inks Five-Year Energy Contract with TVA
-----------------------------------------------------
Calpine Corporation signed a five-year tolling agreement,
effective Sept. 1, 2007, with the Tennessee Valley Authority  to
sell the full output of the company's Decatur Energy Center
located in Decatur, Alabama.  Under terms of the tolling
agreement, TVA supplies natural gas to fuel the plant and Calpine
delivers up to approximately 770 megawatts of electricity to TVA.

"TVA is a valued customer of Calpine," Calpine Chief Executive
Officer Robert P. May, stated.  "We are pleased that our Decatur
Energy Center will continue to provide a clean, dependable and
economical energy supply source to TVA."

As part of its new agreement with TVA, Calpine is providing TVA
with full dispatch rights of the power plant, including Automated
Generation Control, to provide power to its system as needed.

In operation since 2002, Calpine's Decatur Energy Center is one of
the nation's cleanest and most fuel-efficient natural gas energy
resources.  Its combined-cycle design enables Calpine to generate
electricity 40% more efficiently than older technology power
plants, making it a preferred low-carbon energy resource.  Through
the use of advanced emissions control, the plant emits 93% less
smog-producing nitrogen oxides than the average U.S. fossil-fueled
power plant.

                    About Calpine Corporation

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Disclosure Statement has been reset to
Sept. 25.


CARAUSTAR INDUSTRIES: S&P Holds B+ Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Caraustar Industries Inc., including its 'B+' corporate credit
rating, and removed the ratings from CreditWatch where they were
placed with negative implications on May 9, 2007.

The placement had been the result of poor first-quarter earnings
and negative free cash flow.  The outlook is negative.

"The affirmation and CreditWatch removal incorporate prospects for
meaningfully improved second-half 2007 financial results aided by
better pricing, steady volumes, and cost savings, plus greater
liquidity," said Standard & Poor's credit analyst Pamela Rice.  
"Still, we remain cautious about the company's ability to
permanently improve its cost structure to offset high recycled
fiber costs and competitive market conditions.  As a result,
Caraustar will need to sustain higher profitability over the next
few quarters and meaningfully strengthen its credit measures to
maintain its current ratings."

Consolidated debt, including debt-like obligations, was
$347 million at June 30, 2007, with debt to EBITDA a very weak
8.7x.

Austell, Ga.-based Caraustar is a recycled paperboard producer.

Ms. Rice said, "We could lower the ratings if Caraustar's
profitability does not improve as we currently expect in the next
few quarters or if market conditions deteriorate.  We could revise
the outlook to stable if the company is able to realize sufficient
benefits from its rationalization and cost-reduction efforts to
meaningfully improve earnings over the next few quarters, which
along with debt reduction, produces credit measures appropriate
for the ratings."


CARGO CONNECTION: Inks Agreement to Acquire Fleet Global
--------------------------------------------------------
Cargo Connection Logistics Holding Inc. has signed a Letter
Agreement to acquire Orlando, Florida-based Fleet Global Services,
Inc. from Mack Fulmer.

The company expects that Fleet, a non-asset based carrier company
and considered to be the cornerstone of Fulmer Logistics' Carrier
Division, of which Fleet was once a subsidiary, will add up to
approximately $25 million in revenue to Cargo Connection.

The company also expects that when the acquisition is completed,
the combined business will have anticipated annual revenues in
excess of $50 million in 2008.  The company further expects
synergies that will be accomplished through the addition of Fleet
will favorably impact the company's operating profitability.

According to the terms of the Letter Agreement, upon closing the  
Company will pay $1 million in cash, issue 270 million shares of
restricted common stock and issue additional shares valued at 10%
of the EBITDA of the Company's new Fleet division for a two-year
period.  The transaction is subject to certain due diligence,
financing and other conditions to closing.  The company expects
to close the transaction by Oct. 31, 2007 if it is successful in
raising at least $1,500,000 in additional capital and the other
conditions to closing are satisfied.

"As a non-asset based carrier Fleet offers a vast pool of reliable
owner/operators that will greatly benefit from our advanced
technology and resources," said Jesse Dobrinsky, Chairman and CEO
of Cargo Connection Logistics Holding, Inc.  "This acquisition
will significantly expand our domestic capabilities and provide
the Company with a more substantial financial foundation."

Dobrinsky said that Fleet currently has in excess of one thousand
customers and, along with its internal staff, eleven independent
agents that handle their business.

"We expect that this acquisition will provide immediate access,
through cross marketing, to more than one thousand potential new
customers for Cargo Connection's services that heretofore have
been unavailable to the Fleet customer base," added Dobrinsky.  
"This also should provide a major boost to our Independent
Transport Group, LLC subsidiary."

                      About Cargo Connection

Cargo Connection Logistics Holding Inc., formerly Championlyte
Holdings Inc., (OTC BB: CRGO.OB) -- http://www.cargocon.com/--
provides logistics solutions for global partners through its
network of branch locations and independent agents in North
America.  Its target base ranges from mid-sized to Fortune 100TM
companies.  The company operates through its network of terminals
and transportation services and predominately as a non-asset based
transportation provider of truckload and less-than-truckload
transportation services.  The company also provides logistics
services, which include U.S. Customs Bonded warehouse facilities,
container freight station operations, and a General Order
warehouse operation, which the company began to operate in the
latter part of the second quarter of 2006.


CARGO CONNECTION: June 30 Balance Sheet Upside-down by $10.6 Mil.
-----------------------------------------------------------------
Cargo Connection Logistics Holding Inc. delivered its financial
results for the quarter ended June 30, 2007, to the Securities and
Exchange Commission on Aug. 15, 2007.

At June 30, 2007, the company's balance sheet showed $3,113,449
in total assets, $12,468,333 total liabilities, $329 minority
interest, $265,000 series III convertible preferred stock,
$517,5000 series IV convertible preferred stock and $479,867
series V convertible preferred stock, resulting in a
$10,617,580 stockholders' deficit.

The company reported a $933,333 net loss with $7,993,750
revenue for the three months ended June 30, 2007, compared with
a $3,882,408 net loss with $2,786,622 revenue for the three
months ended June 30, 2006.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $1,337,319 in total current assets
available to pay $9,933,297 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?231b

                        Going Concern Doubt

Friedman LLP in East Hanover, New Jersey, reported several
conditions that raise substantial doubt about the ability of
the company to continue as a going concern after auditing the
company's financial statements at Dec. 31, 2006.  The auditing
firm pointed to the company's losses from operations, negative
cash flows from operating activities, negative working capital
and stockholders' deficit.

                      About Cargo Connection

Cargo Connection Logistics Holding Inc., formerly Championlyte
Holdings Inc., (OTC BB: CRGO.OB) -- http://www.cargocon.com/--
provides logistics solutions for global partners through its
network of branch locations and independent agents in North
America.  Its target base ranges from mid-sized to Fortune 100TM
companies.  The company operates through its network of terminals
and transportation services and predominately as a non-asset based
transportation provider of truckload and less-than-truckload
transportation services.  The company also provides logistics
services, which include U.S. Customs Bonded warehouse facilities,
container freight station operations, and a General Order
warehouse operation, which the company began to operate in the
latter part of the second quarter of 2006.


CHALLENGER POWER: Sells Sugar Sand Jet Boat Business for $5 Mil.
----------------------------------------------------------------
Challenger Powerboats Inc. divested the Sugar Sand jet boat line
of its wholly owned subsidiary, IMAR Inc., to Execute Sports Inc.
for $5 million in cash.  In conjunction with the transaction,
Challenger and Execute entered into an Agreement for Exclusive
Right of Supply, through which Challenger will manufacture and
sell Sugar Sand boats to Execute, and an Exclusive Sales and
Marketing Agreement, through which Challenger will market Sugar
Sand boats on behalf of Execute.  

These agreements are for periods of ten years each, with similar
renewal terms.  Challenger will retain its other two lines of
boats, the high performance "Challenger" line and the ski and tow
boat "Gekko" line.

"One of our main goals this year was to strengthen our balance
without sacrificing top line growth," Laurie Phillips, Challenger
CEO, stated.  "The divestiture of Sugar Sands will enable us to
eliminate about $5 million in liabilities and $300,000 in monthly
debt servicing.  While we will no longer own the Sugar Sand asset,
the ancillary agreements will provide Challenger the right to
continue to produce and market the line for Execute, making it
possible for Challenger to benefit from its sales and participate
in its gross margin contribution.  We look forward to a fruitful
partnership with Execute and believe we can further exploit other
potential opportunities between the two companies in the marine
sport sector."

"We have been aggressively seeking to grow our organization
through synergistic acquisitions," Geno Apicella, CEO of Execute
Sports, added.  "By acquiring the Sugar Sand franchise, we expand
our product offering without the added responsibilities and
complexities of the manufacturing process, while positioning the
company to capitalize on existing sales and marketing
relationships.  We believe we are now on pace to approach about
$10 million in sales for 2008 and will continue to search for
other acquisition opportunities."

                      About Execute Sports

Headquartered in San Clemente, California, Execute Sports, Inc.
(OTCBB:EXCS) -- http://www.executesports.com/-- markets and sells  
water sports clothing, apparel, and motorcycle accessories.  On
March 3, 2005, the company changed its name from Padova
International U.S.A. Inc. to Execute Sports Inc.

                   About Challenger Powerboats

Based in Washington, Missouri, Challenger Powerboats Inc., (OTC
Bulletin Board: CPWB) -- http://www.challengerpowerboats.com/--  
designs and manufactures "go fast" offshore performance boats and
family sport cruisers that target the recreational power boat
market.  The company holds the exclusive rights to the Duo Delta-
Conic "DDC" hull for boats up to 40 feet in length.  The DDC hull
is a patented revolutionary design by marine designer Harry
Schoell.

At June 30, 2007, Challenger Powerboats' balance sheet showed
total assets of $7.4 million and $28.1 million in total
liabilities, resulting on a $20.7 million total shareholders'
deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Jaspers + Hall PC expressed substantial doubt about Challenger
Powerboats Inc.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses from operations and its difficulties in generating
sufficient cash flow to meet its obligation and sustain its
operations.


CHARLESTOWN CROSSING: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Charlestown Crossing 1 LLC
                3133 Blackiston Mill Road
                New Albany, IN 47150

Case Number: 07-91887

Involuntary Petition Date: September 6, 2007

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller Waterman LLC
                  462 4th Street, Suite 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
C-Trax Excavating              Site Work and             $50,351
P.O. Box 104                   10% Retainage
Sellersburg, IN 47172

Spear Electric Co.             Electrical Materials      $21,392
1002 Industrial Boulevard      and Services
Sellersburg, IN 47172

On Site Plumbing, LLC          Plumbing Materials         $7,285
3013 Blackiston Mill Road      and Services
Clarksville, IN 47129

Elite Heating & A/C            Heating & A/C Works       $20,204
555 Mt Tabor Road
New Albany, IN 47150


CHESAPEAKE ENERGY: Paying $0.07/Share Dividends on October 15
-------------------------------------------------------------
Chesapeake Energy Corporation' board of directors has declared a
$0.0675 per share quarterly dividend that will be paid on Oct. 15,
2007, to common shareholders of record on Oct. 1, 2007.

Chesapeake has approximately 474 million common shares
outstanding.  

In addition, Chesapeake's board has declared dividends on its
outstanding convertible preferred stock issues:

   a) 4.25% Cumulative Convertible Preffered Stock
      NYSE Symbol: N/A
      Date of Issue: Mar. 30, 2004   
      Registered CUSIP: 165167875
      144A CUSIP: 165167883
      Par Value per Share: $0.01
      Shares Outstanding: 3,062                 
      Liquidation Preference per Share: $1,000
      Record Date: Dec. 3, 2007
      Payment Date: Dec. 17, 2007         
      Amount per Share: $10.3125     

   b) 5% (2005) Cumulative Convertible Preffered Stock
      NYSE symbol: N/A
      Date of Issue: April 19, 2005    
      Registered CUSIP:  165167859         
      144A CUSIP:  165167867         
      Par Value per Share: $0.01
      Shares Outstanding:  4,600,000                 
Liquidation Preference per Share: $100
      Record Date: Oct. 1, 2007         
      Payment Date: Oct. 15, 2007         
      Amount per Share:  $1.25           

   c) 4.50% Cumulative Convertible Preffered Stock
      NYSE symbol: CHK Pr D
      Date of Issue: Sept. 14, 2005
      Registered CUSIP: 165167842         
      144A CUSIP: N/A           
      Par Value per Share: $0.01
      Shares Outstanding: 3,450,000             
      Liquidation Preference per Share: $100
      Record Date: Dec. 3, 2007
      Payment Date: Dec. 17, 2007         
      Amount per Share: $1.25     

   d) 5% (2005B) Cumulative Convertible Preffered Stock      
      NYSE symbol: N/A
      Date of Issue: Nov. 8, 2005     
      Registered CUSIP: 165167826         
      144A CUSIP: 165167834          
      Par Value per Share: $0.01
      Shares Outstanding: 5,750,000                  
      Liquidation Preference per Share: $100
      Record Date: Nov. 1, 2007     
      Payment Date: Nov. 15, 2007                 
      Amount per Share: $1.25     

   e) 6.25% Cumulative Convertible Preffered Stock
      NYSE symbol: CHK Pr E
      Date of Issue: June 30, 2006   
      Registered CUSIP: 165167818
      144A CUSIP: N/A
      Par Value per Share: $0.01
      Shares Outstanding: 2,300,000                
      Liquidation Preference per Share: $250
      Record Date: Dec. 3, 2007
      Payment Date: Dec. 17, 2007         
      Amount per Share: $3.90625

              About Chesapeake Energy Corporation
    
Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas  
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Barnett Shale, Fayetteville Shale, Permian
Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex
and Appalachian Basin regions of the U.S.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2007,
Fitch Ratings has affirmed Chesapeake Energy Corporation's ratings
and revised the rating outlook to negative as: (i) issuer default
rating at 'BB'; (ii) senior unsecured debt at 'BB'; (iii) senior
secured revolving credit facility and hedge facilities at 'BBB-';
and (iv) convertible preferred stock at 'B+'.


CHRYSLER LLC: Offers to Sell Non-Core Assets in UAW Talks
---------------------------------------------------------
Chrysler LLC has proposed, in its continuing contract talks with
the United Auto Workers union, the shutdown or sale of its Mopar
unit and of Chrysler Transport, the Wall Street Journal reports,
quoting people familiar with the matter.

According to the report, sources have revealed that the UAW
opposes the divestitures.  Mopar makes high-performance and
specialty auto parts while Chrysler Transport manages deliveries
of supplies to Chrysler plants.  Together they employ almost 1,300
workers.

Cerberus Capital Management LP, Chrysler's new owner is bent on
improving cash flow, which in turn has Chrysler looking to win
UAW backing for a number of moves that would cut costs and
improve cash flow immediately, Gina Chon and Jeffrey Mccracken
write for WSJ.  On the other hand, General Motors Corp. and Ford
Motor Company, which are also in talks with the union, are
aiming for long-term cost reductions.

If Chrysler decides to sell or shut down some of its non-core
assets, it intends to relocate the affected workers or find
other ways to ensure that the employees would keep their jobs,
WSJ relates, citing people familiar with the matter as its
source.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

                          *    *    *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC's (B/Negative/--) $10 billion senior
secured first-lien term loan facility due 2013, following various
changes to terms and conditions prior to closing.  The $10 billion
first-lien term loan now consists of a $5 billion "first-out"
tranche and a $5 billion "second-out" tranche, so the aggregate
amount of first-lien debt remains unchanged.
     
Accordingly, S&P assigned a 'BB-' rating to the $5 billion "first-
out" first-lien term loan tranche.  This rating, two notches above
the corporate credit rating of 'B' on Chrysler LLC, and the '1'
recovery rating indicate S&P's expectation for very high recovery
in the event of payment default.  S&P also assigned a 'B' rating
to the $5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.
     
Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with Monday's closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


CHRYSLER LLC: UAW Open to Health Care Trust Fund; Seeks Pact
------------------------------------------------------------
The United Auto Workers union is amenable to creating a trust
fund for retiree health-care benefits as long as all of the
parties involved can reach an agreement on funding terms, The
Detroit News relates.

UAW leaders understand that transferring tens of billions of
dollars in liability from the books of Detroit's "Big Three"
automakers -- General Motors Corp., Ford Motor Co., and Chrysler
LLC -- to trust funds controlled by them could work, Bryce G.
Hoffman writes for The Detroit News, quoting sources close to the
contract negotiations.

According to the report, executives of the three companies
believe that paying the United Auto Workers to assume
responsibility for retiree health benefits is the best way to
make their companies cost-competitive again.  However, the
automakers' plan to fund part of their workers' benefits with
company stock could make it quite difficult for union members to
accept the offer.

Patterned after similar deals at Goodyear Tire & Rubber Co. and
Dana Corp., the three car makers want to pay the union to
establish what are called voluntary employee beneficiary
associations, or VEBAs, that would assume responsibility for
hourly retiree health benefits.  They had proposed VEBAs in
their initial economic offers to the UAW, Mr. Hoffman of The
Detroit News states.

A VEBA would cost each automaker billions -- as much as
$35 billion in GM's case -- but it would permanently remove
billions more in liabilities from their balance sheets.  It also
guarantees the union's right to protect those benefits should any
of the automakers file for bankruptcy, The Detroit News reveals.

Meanwhile, the UAW's top negotiator on its General Motors Corp.
bargaining team vowed that retirees won't have to pay more for
their health care in the next national contract, Louis Aguilar
writes for The Detroit News.

"I can tell you one thing, we are determined not to put any more
costs on retirees for their health care," said UAW Vice
President Cal Rapson.

In June 2007, that the car companies are trying to deal with
health care costs that GM CEO Rick Wagoner says cost them a
combined $12 billion in 2006.  Providing health care to 2 million
employees, retirees and dependents contributed to losses at each
of the U.S. automakers last year, while Japanese rivals posted
record profits.  The difference is made even more significant by
higher pensions and retiree health care costs.

GM and Ford hourly labor costs -- $73.26 and $70.51, respectively
-- are about $30 an hour higher than those paid
by Japanese competitors operating U.S. plants.  The UAW's
current four-year contract with the "Big Three" automakers
expires Sept. 14, 2007.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

                          *    *    *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC's (B/Negative/--) $10 billion senior
secured first-lien term loan facility due 2013, following various
changes to terms and conditions prior to closing.  The $10 billion
first-lien term loan now consists of a $5 billion "first-out"
tranche and a $5 billion "second-out" tranche, so the aggregate
amount of first-lien debt remains unchanged.
     
Accordingly, S&P assigned a 'BB-' rating to the $5 billion "first-
out" first-lien term loan tranche.  This rating, two notches above
the corporate credit rating of 'B' on Chrysler LLC, and the '1'
recovery rating indicate S&P's expectation for very high recovery
in the event of payment default.  S&P also assigned a 'B' rating
to the $5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.
     
Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with Monday's closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


CHRYSLER LLC: U.S. Sales Dip 6% to 168,203 Units in August 2007
---------------------------------------------------------------
Chrysler LLC reported U.S. sales for August 2007 of 168,203
units; down 6% compared to August 2006 with 179,165 units sold.  
All sales figures are reported as unadjusted.

"Overall, the industry experienced softer sales in August than a
year ago," Darryl Jackson, vice president of U.S. Sales, said.  
"Our fleet sales are down more than 20% versus August 2006.  While
this has driven the overall sales decrease for the month, it is
directly in line with the company's Recovery and Transformation
Plan to reduce sales of our daily rental fleet during the second
half of the year."

Chrysler brand car sales were led by Sebring Sedan which posted
sales of 4,929 for August, up 66% over the prior month.  Chrysler
Sebring Convertible finished the month with sales of 2,730 units
improving 8% over July.  Chrysler Aspen sales also rose 62% versus
July with 3,599 units, posting its best month ever.

The Jeep brand was down 1% versus last year while Wrangler and
Compass posted gains over August 2006.  Jeep Wrangler and Wrangler
Unlimited posted sales of 9,464 units, up 58% compared to August
2006 with 6,002 units sold.  The Jeep Compass finished the month
with sales of 3,625 units, up 76% from last year.

Dodge brand car sales increased 13% over last year led by
Dodge Caliber which posted a gain of 5%.  Dodge truck sales were
down 14% over August 2006.  The all-new Dodge Nitro was up 51%
over July 2007.

"Our exciting new 2008 models combined with the new Chrysler
Lifetime Powertrain Warranty continues to drive showroom traffic
and contributed to stronger closing rates in August," Michael
Keegan, vice president for Volume Planning and Sales
Operations, said.  "Chrysler will continue to support 2007 model
year close-out with a highly competitive 0% APR into September."

Chrysler finished the month with 446,249 units of inventory, or
a 72-day supply.  Inventory is down by 11% compared to August 2006
when it was at 502,946 units.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

                          *    *    *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC's (B/Negative/--) $10 billion senior
secured first-lien term loan facility due 2013, following various
changes to terms and conditions prior to closing.  The $10 billion
first-lien term loan now consists of a $5 billion "first-out"
tranche and a $5 billion "second-out" tranche, so the aggregate
amount of first-lien debt remains unchanged.
     
Accordingly, S&P assigned a 'BB-' rating to the $5 billion "first-
out" first-lien term loan tranche.  This rating, two notches above
the corporate credit rating of 'B' on Chrysler LLC, and the '1'
recovery rating indicate S&P's expectation for very high recovery
in the event of payment default.  S&P also assigned a 'B' rating
to the $5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with Monday's closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


CITIGROUP MORTGAGE: Fitch Lowers Ratings on $57.7 Million Certs.
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Citigroup Mortgage
Loan Trust mortgage pass-through certificates.  Affirmations total
$570.3 million and downgrades total $57.7 million.  Break Loss
percentages (BL) and Loss Coverage Ratios (LCR) for each class are
included with the rating actions:

CMLT, series 2005-HE1

    -- $66.4 million class A affirmed at 'AAA' (BL: 85.46,
       LCR: 4.80);

    -- $42.5 million class M-1 affirmed at 'AA+' (BL: 64.95,
       LCR: 3.65);

    -- $22.9 million class M-2 affirmed at 'AA' (BL: 52.18,
       LCR: 2.93);

    -- $45 million class M-3 affirmed at 'A' (BL: 35.79,
       LCR: 2.01);

    -- $12.6 million class M-4 affirmed at 'A-' (BL: 30.31,
       LCR: 1.70);

    -- $11.8 million class M-5 affirmed at 'BBB+' (BL: 25.08,
       LCR: 1.41);

    -- $9.4 million class M-6 downgraded to 'BBB' from 'BBB-'
       (BL: 20.98, LCR: 1.18);

    -- $7.7 million class M-7 downgraded to 'BB' from 'BBB-'
       (BL: 17.58, LCR: 0.99);

    -- $7.3 million class M-8 downgraded to 'B' from 'BB+'
       (BL: 14.49, LCR: 0.81);

    -- $8.6 million class M-9 downgraded to 'CCC' from 'BB'
       (BL: 11.52, LCR: 0.65).

Deal Summary

    -- Largest Originator: 69% WMC;
    -- 60+ day Delinquency: 32.61%;
    -- Realized Losses to date (% of Original Balance: 1.05%;
    -- Expected Remaining Losses (% of Current Balance): 17.79%;
    -- Cumulative Expected Losses (% of Original Balance): 6.44%.

CMLT, series 2006-HE1

    -- $238.5 million class A affirmed at 'AAA' (BL: 47.29,
       LCR: 3.79);

    -- $28.4 million class M-1 affirmed at 'AA+' (BL: 40.68,
       LCR: 3.26);

    -- $26.3 million class M-2 affirmed at 'AA+' (BL: 34.23,
       LCR: 2.74);

    -- $15.9 million class M-3 affirmed at 'AA' (BL: 30.30,
       LCR: 2.43);

    -- $14.2 million class M-4 affirmed at 'AA-' (BL: 26.79,
       LCR: 2.15);

    -- $13.5 million class M-5 affirmed at 'A+' (BL: 23.42,
       LCR: 1.88);

    -- $11.4 million class M-6 affirmed at 'A' (BL: 19.15,
       LCR: 1.53);

    -- $11 million class M-7 affirmed at 'A-' (BL: 16.97,
       LCR: 1.36);

    -- $9.3 million class M-8 affirmed at 'BBB' (BL: 15.02,
       LCR: 1.20);

    -- $8.3 million class M-9 downgraded to 'BB+' from 'BBB-'
       (BL: 12.90, LCR: 1.03);

    -- $9 million class M-10 downgraded to 'B+' from 'BB+'
       (BL: 10.80, LCR: 0.87);

    -- $7.2 million class M-11 downgraded to 'CCC' from 'BB'
       (BL: 9.21, LCR: 0.74).

Deal Summary

    -- Largest Originator: 54% Centex Home Equity Co.;
    -- 60+ day Delinquency: 20.82%;
    -- Realized Losses to date (% of Original Balance: 0.35%;
    -- Expected Remaining Losses (% of Current Balance): 12.49%;
    -- Cumulative Expected Losses (% of Original Balance): 7.49%.

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.


CITIGROUP MORTGAGE: Fitch Holds Low-B Ratings on 6 Certificates
---------------------------------------------------------------
Fitch Ratings has affirmed these Citigroup Mortgage Loan Trust
mortgage pass-through certificates:

Series 2005-7 Group 1

    -- Class 1-A at 'AAA';
    -- Class 1-B1 at 'AA';
    -- Class 1-B2 at 'A';
    -- Class 1-B3 at 'BBB';
    -- Class 1-B4 at 'BB';
    -- Class 1-B5 at 'B'.

Series 2005-7 Group 2

    -- Class 2-A at 'AAA';
    -- Class 2-B1 at 'AA';
    -- Class 2-B2 at 'A';
    -- Class 2-B3 at 'BBB';
    -- Class 2-B4 at 'BB';
    -- Class 2-B5 at 'B'.

Series 2006-WF1

    -- Class A at 'AAA';
    -- Class M-1 at 'AA';
    -- Class M-2 at 'A';
    -- Class M-3 at 'BBB';
    -- Class M-4 at 'BBB-';
    -- Class M-5 at 'BB+'.

Series 2006-WF2

    -- Class A at 'AAA';
    -- Class M-1 at 'AA';
    -- Class M-2 at 'A';
    -- Class M-3 at 'BBB';
    -- Class M-4 at 'BBB-';
    -- Class M-5 at 'BB+'.

The affirmations, affecting approximately $2.3 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.

The collateral of the above transactions generally consists of
conventional, fully amortizing fixed-rate mortgage and adjustable-
rate mortgage loans extended to Alt-A borrowers and secured by
first-liens on one- to four-family residential properties.  The
loans in series 2005-7 were originated by various originators.  
The loans in series 2006-WF1 and 2006-WF2 were originated or
acquired by and are serviced by Wells Fargo Bank, N.A. (rated
'RPS1' by Fitch).  Series 2005-7 is master serviced by
CitiMortgage, Inc. (rated 'RMS1' by Fitch).

As of the July 2007 remittance date, the pool factor (i.e.,
current mortgage loans outstanding as a percentage of the initial
pool) of series 2005-7 Group 1 is 65%, series 2005-7 Group 2 is
84%, series 2006-WF1 is 74%, and series 2006-WF2 is 74.  The
seasoning of series 2005-7 is 22 months, series 2006-WF1 is 16
months, and series 2006-WF2 is 15 months.


CKE RESTAURANTS: S&P Revises Outlook from Stable to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Carpenteria, Calif.-based CKE Restaurants Inc. to negative from
stable.  At the same time, S&P affirmed all the ratings, including
the 'BB-' corporate credit rating, on the company.

S&P also affirmed the bank loan and recovery ratings on CKE's
$470 million senior secured credit facility, which consists of a
$270 million term loan and $200 million revolving credit facility.  
The company recently increased the size of its term loan by $100
million to $270 million, with a maturity in 2013, and used the
proceeds to pay down borrowings on the company's revolving credit
facility that matures in 2012.  The credit facility is rated
'BB+', two notches higher than the corporate credit rating on CKE,
with a recovery rating of '1', indicating the expectation of very
high (90%-100%) recovery of principal in the event of default.

The outlook change reflects the CKE's recent use of debt to fund
share repurchases.  For example, in April of this year, the
company purchased approximately $77 million of its stock from
Pirate Capital LLC.  The negative outlook reflects management's
willingness to fund share repurchases with debt and a recent trend
of narrower margins.  "If debt leverage were to increase
measurably because of poor operating performance or further debt-
financed share repurchases, we would likely lower the ratings,"
said Standard & Poor's credit analyst Charles Pinson-Rose.


COASTAL LAND: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Coastal Land Development Co.
        10 Caribbean Court
        Mandeville, LA 70448
        Tel: (985) 626-7457

Bankruptcy Case No.: 07-51267

Chapter 11 Petition Date: September 6, 2007

Court: Southern District of Mississippi (Gulfport)

Judge: Edward Gaines

Debtor's Counsel: William J. Little, Jr., Esq.
                  Lentz & Little, P.A.
                  P.O. Box 22642
                  Jackson, MS 39225-2642
                  Tel: (601) 355-3660
                  Fax: (601) 355-3437

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Four Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Stephen Levitt                            $6,000,000
610 West David Drive
Dayton, OH 45429

Richard Landry                              $140,000
11 Caribbean Court
Mandeville, LA 70448

Barefield Law Firm                          $100,000
P.O. Box 309
Gulfport, MI 39502

Pangi Land Company                           $75,000
11 Caribbean Court
Mandeville, LA 70448


COMMONWEALTH EDISON: To Sell $425 Mil. of 6.15% Mortgage Bonds
--------------------------------------------------------------
Commonwealth Edison Company agreed to sell $425 million of First
Mortgage Bonds maturing on Sept. 15, 2017, with a coupon of 6.15%.  
The sale is scheduled to close today, Sept. 10, 2007.

ComEd will use the net proceeds from the sale to repay borrowings
made under its revolving credit agreement.

The offering was led by Credit Suisse Securities LLC, Morgan
Stanley & Co. Incorporated, and Wachovia Capital Markets LLC as
joint book-runners.  

The co-managers for the deal are ABN AMRO Incorporated, Dresdner
Kleinwort Securities LLC, Loop Capital Markets LLC, and Popular
Securities Inc.

Based in Chicago, Illinois, Commonwealth Edison Company is engaged
in the energy delivery business that consists of the purchase and
retail and wholesale sale of electricity, and the provision of
distribution and transmission services to retail and wholesale
customers in northern Illinois, including the City of Chicago.  
ComEd's retail service territory has an area of about 11,300
square miles and an estimated population of eight million.  The
service territory includes the City of Chicago, an area of about
225 square miles with an estimated population of three million.

                          *     *     *

As reported in Troubled Company Reporter on Aug. 3, 2007, Fitch
Ratings has placed the 'BB' Issuer Default Rating of Commonwealth
Edison Co. on positive watch.


COMPASS MINERALS: Keith Clark to Succeed John Fallis
----------------------------------------------------
Compass Minerals International Inc. reported that Keith E. Clark
will succeed John Fallis as vice president and general manager of
its North American Highway business on Jan. 1, 2008.

Mr. Fallis has disclosed his intention to begin a retirement
process that will include assisting Mr. Clark through the
completion of the 2007-2008 highway deicing season and a
transition to a part-time role beginning April 1, 2008.

"John Fallis’ contributions to our company over the past 30 years
have been invaluable, and we’re pleased that he has agreed to
continue to make his considerable knowledge and expertise
available to Compass Minerals after this transition," said Angelo
Brisimitzakis, Compass Minerals president and CEO.

"Keith Clark is an accomplished leader and the natural choice to
take over our core highway business.  With his 25 years of mining
and minerals experience – including 12 years with Compass Minerals
–- Keith is uniquely qualified to guide the profitable growth of
our highway business and to continue to strengthen our leadership
position."

Mr. Clark joined Compass Minerals in 1995 as vice president of
manufacturing and became vice president and general manager of the
company’s consumer and industrial business in 1997.

Prior to joining the company, Mr. Clark held leadership roles with
General Chemical Corporation and U.S. Steel.  Mr. Clark holds a
bachelor’s degree in manufacturing from Bradley University.

The company is conducting an external search to identify a new
vice president and general manager of consumer and industrial
activities.

                      About Compass Minerals

Based in the Kansas City metropolitan area, Compass Minerals
International Inc. (NYSE: CMP) -- http://www.compassminerals.com/  
-- is a leading producer of inorganic minerals, including salt,
sulfate of potash specialty fertilizer and magnesium chloride.
The company provides highway deicing salt to customers in North
America and the United Kingdom, and produces and distributes
consumer deicing and water conditioning products, ingredients used
in consumer and commercial foods, specialty fertilizers, and
products used in agriculture and other consumer and industrial
applications.  Compass Minerals also provides records management
services to businesses throughout the U.K.

Compass Minerals International Inc.'s balance sheet at June 30,
2007, showed $674.4 million in total assets and $723.2 million
in total liabilities, resulting in a $48.8 million total
stockholders' deficit.


CONVERSION SERVICES: Posts $4 Mil. Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Conversion Services International Inc. incurred a net loss of
$4.0 million in the second quarter ended June 30, 2007, an
increase from the $1.5 million net loss reported in the same
period last year, mainly due to lower revenues, increased interest
expenses, and a goodwill impairment charge of $500,000.  

In addition the company recognized a gain on financial instruments
of $739,696 in the 2006 quarter.  The company restructuring
several debt instruments during the March 2007 quarter eliminated
the company’s requirement to account for the financial
instruments.

Revenues fell to $5.4 million from $6.6 million.  Strategic
consulting revenues decreased to $2.4 million from $3.0 million,  
primarily as a result of a $700,000 revenue decrease from DeLeeuw
Associates' largest client, Bank of America, due a restructuring
and resource reorganization at the bank which resulted in layoffs
and a freeze in project budgets.  Business intelligence/data
warehousing revenues decreased to $2.3 million from $2.9 million,
mainly due to a significant reduction in headcount in the group
supporting Business Objects reporting, as a result of which there
was a significant decline in billable hours.

Selling and marketing expenses decreased to $900,000 from
$1.2 million, primarily due to a $200,000 reduction in payroll
expense.

General and administrative costs decreased to $1.1 million from
$1.4 million, primarily due to a $200,000 reduction in stock
compensation charges and a $100,000 reduction in accounting fees.

During the three month period ended June 30, 2007, the company
recorded a goodwill impairment of $500,000 after learning that
several Integrated Strategies consultants will be ending their
projects in the near term.  

Interest expense, net rose to $2.6 million from $1.0 million,
primarily due to $100,000 of interest expense related to the notes
executed in March, April and June 2007, and $2.3 million of
charges for accretion of warrants and beneficial conversion
features related to convertible notes.  These new interest expense
charges were partially offset by a $100,000 reduction in Laurus
interest expense due to the repayment of the Overadvance in March
2007 and $700,000 of reduced amortization of beneficial conversion
features related to outstanding convertible notes and reduced
warrant accretion.

At June 30, 2007, the company's consolidated balance sheet showed
$11.7 million in total assets, $9.0 million in total liabilities,
$538,333 in Series A convertible preferred stock, and $2.2 million
in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $3.4 million in total current
assets available to pay $6.8 million in total current liabilities.

The company had an accumulated deficit of $57.6 million at
June 30, 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?2248

                        Going Concern Doubt

Friedman LLP, in East Hanover, N. J., expressed substantial doubt
about Conversion Services International 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 recurring
losses, negative cash flows from operations, net working capital
deficiency and its ability to pay its outstanding debt.

                     About Conversion Services

Headquartered in East Hanover, N.J., Conversion Services
International Inc. (AMEX: CVN) -- http://www.csiwhq.com/  --  
provides professional services focusing on strategic consulting,
data warehousing, business intelligence, business process
reengineering, as well as integration and information technology
management solutions.


COOLBRANDS INT'L: Posts $2.9 Million Net Loss in Qtr. Ended May 31
------------------------------------------------------------------
Coolbrands International Inc. incurred a net loss of $2.9 million,
which was comprised of a net loss from continuing operations of
$5.9 million and a net gain from discontinued operations of
$3.0 million.  

The company recorded a net loss of $11.8 million for the third
quarter of fiscal 2006, which was comprised of a loss from
continuing operations of $3.7 million and a loss from discontinued
operations of $8.1 million

For the nine months to May 31, 2007, the company reported a net
loss of $18.0 million, which was comprised of a net loss from
continuing operations of $11.2 million and a net loss from
discontinued operations of $6.8 million.

The company recorded a net loss of $24.2 million for the first
nine months of fiscal 2006, which was comprised of a loss from
continuing operations of $9.8 million and a loss from discontinued
operations of $14.4 million.

Revenue from continuing operations decreased 95% in the third
quarter of fiscal 2007 to $964,000, compared with $20.1 million  
in the third quarter of fiscal 2006.  For the year to date,
revenue from continuing operations decreased to $2.0 million  
compared with $54.3 million.  The decreases were primarily
attributable to the closing of the Americana Foods L.P. plant in
October 2006.  Americana Foods was a 50.1% owned subsidiary of the
company.

Selling, general and administrative expenses fell 58% from
$2.0 million in the third quarter of fiscal 2006 to $853,000 in
the third quarter of fiscal 2007 due primarily to the closure of
the Americana facility in October 2006.

Interest expense was $261,000 in the third quarter of fiscal 2007,
compared with $737,000 for the third quarter of fiscal 2006.  The
reduction in interest expense was due to the $13 million payment
made by the bankruptcy trustee to the secured creditor of the
Americana limited partnership.

For the year to date, interest expense was $1.92 million compared
to $1.96 million in the prior year.  The increase in interest
expense in the early part of the year from the Americana Foods
debt was offset in the third quarter by the reduced amount of debt
owing to the secured creditor.

The company reported a foreign exchange loss of $5.8 million in
the third quarter of fiscal 2007.  As a result of a change in the
accounting for the company’s foreign subsidiaries from self-
sustaining operations to integrated operations effective April 1,
2007, the accumulated foreign exchange loss recorded in the
Cumulative Translation Adjustment account was reversed and
included in foreign exchange loss in the statement of operations
for the three months ended May 31, 2007.  Also, a foreign exchange
loss was recorded in the third quarter of fiscal 2007 on the
translation of cash balances held by the company in U.S. dollars
based on the U.S./Canadian dollar exchange rate at May 31, 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$83.8 million in total assets, $37.5 million in total liabilities,
and $46.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?231a

                            Liquidity

The company generated cash from operating activities of
$5.9 million in the third quarter of fiscal 2007 and $14.1 million
for the first nine months of fiscal 2007.  The principal source of
cash in the current year quarter was the refund of taxes paid from
the application of tax losses incurred over the past two years.

No cash flow items affecting investing activities were recorded in
the third quarter of fiscal 2007.  However, a significant non-cash
transaction occurred in the quarter when the trustee of the
Americana Partnership bankruptcy made a $13.0 million payment to
the secured creditor of the Partnership.

The company generated $500,000 from financing activities in the
third quarter of fiscal 2007 from the release of restricted cash
funds held by the company’s banker pursuant to the settlement of a
letter of credit.

      Involuntary Chapter 7 Petition Against Americana Foods

In 2002, the company entered into a joint venture agreement to
acquire 50.1% interest in Americana Foods, a manufacturer and
processor of frozen desserts.  Americana Foods generated losses in
each year of its operations.  In April 2006, the company
refinanced the debt of Americana Foods, under the Americana Loan
Facility but Americana Foods was in default under the facility as
of May 2006 and August 2006.  In October 2006, certain
subsidiaries of the company, as creditors of Americana Foods,
filed an involuntary petition of bankruptcy against Americana
Foods under Chapter 7 of the Federal Bankruptcy Code and Americana
Foods ceased operations.  The operations of Americana Foods up to
its closing in October 2006 are included in loss from continuing
operations.

                            Litigation

In September 2006, Americana Foods Corporation, the company’s
49.9% joint venture partner in Americana Foods, filed a complaint
in the Supreme Court of the State of New York against the company,
its Integrated Brands subsidiary, CBA Foods LLC, CB Americana and
certain officers and directors of the company and Americana Foods.  
The complaint alleges gross mismanagement of the business
operations of Americana Foods and seeks to prevent the company
from selling control of the company to a third party without
paying AFC the financial return required by certain provisions of
the Americana Limited Partnership Agreement, or sell any part of
the foodservice segment without using the sales proceeds to repay
the debt of Americana Foods.  The company has informed AFC that it
does not believe that there are any amounts due AFC.  The company
intends to vigorously defend against this complaint.

                       Going Concern Doubt

BDO Seidman LLP, in Melville, New York, expressed substantial
doubt about Coolbrands International Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements as of the year ended Dec. 31, 2006.  The
auditing firm pointed to the company's recurring losses from
operations and subsequent discontinuation of many of it key
operations.

                  About Coolbrands International

Headquartered in Ontario, Canada, CoolBrands International Inc.
(Toronto: COB.A.TO) -- http://www.coolbrandsinc.com/ -- operated  
in the frozen dessert segment (until it was sold on April 1, 2007)
and managed the operations of its former foodservice segment under
contract with the purchaser of the foodservice business.   

Beginning in the latter part of fiscal 2006 and carrying on into
fiscal 2007, CoolBrands has been in the process of selling its
operating business units in an effort to eliminate operating
losses and to raise cash to repay its debt obligations.


COPANO ENERGY: Inks Pact to Acquire Cantera for $675 Million
------------------------------------------------------------
Copano Energy LLC has signed a definitive purchase agreement to
acquire Cantera Natural Gas LLC from Metalmark Capital for total
consideration of $675 million, subject to certain closing
adjustments.

The purchase price consists of $562.5 million in cash, subject to
closing adjustments, and 3,245,817 Class D units to be issued at
closing.  

A portion of the cash consideration will be provided through
Copano's $335 million private placement of equity which will be
completed at the closing of the transaction, in addition to the
$112.5 million of equity placed with the seller.  

The balance of the cash consideration will be provided through
underwritten debt financing.  Copano anticipates closing in the
fourth quarter of 2007, subject to customary closing conditions
including Hart-Scott-Rodino Act approval.

Cantera's assets consist of a 51% managing member interest in
Bighorn Gas Gathering LLC and a 37.04% managing member interest in
Fort Union Gas Gathering LLC, which operate natural gas pipeline
systems in Wyoming's Powder River Basin.  

The Bighorn system includes about 238 miles of natural gas
gathering pipelines, which deliver natural gas into the Fort Union
system.  The Fort Union system consists of an approximately 105-
mile, 24 inch pipeline with a 62-mile loop.

"We are extremely pleased to expand Copano's operations into the
Rocky Mountain Region," John Eckel, chairman and chief executive
officer of Copano Energy, stated.  "This transaction is expected
to bring important benefits to Copano, including:

   --  franchise quality assets providing a leading operating
       platform optimally located in the Powder River Basin;

   --  an outstanding operating team;

   --  100% fixed fee contracts;

   --  highly visible long-term cash flows based on active
       drilling programs in coal bed methane in the Powder
       River Basin; and

   --  attractive growth opportunities."

"Throughput on Cantera's systems has been limited by takeaway
capacity constraints,” Mr. Eckel added.  “The current expansion
project on the Fort Union system, to be fully completed in early
2008, will more than double its throughput capacity.  We expect
that this and other takeaway capacity expansion projects will
increase 2010 EBITDA from the acquired operations to more than
twice current levels.  Although this transaction is expected to be
nominally accretive to Copano's stand-alone projections in 2008,
we anticipate that it will provide double-digit accretion in 2010
and subsequent years."

Based on Copano's more diversified geographic footprint and
contract mix on a combined basis, management anticipates that it
will recommend to the board of directors an increase in the
quarterly cash distribution rate to at least an annual rate of
$2.15 per common unit beginning with the third quarter of 2008,
with appropriate interim increases.  

Additionally, management anticipates recommending further
increases from that level to an anticipated level of $3.00 for the
2010 calendar year.  Although Copano will continue to seek
additional opportunities for growth through acquisitions
and organic projects, the foregoing distribution goals are not
dependent on future growth initiatives.

The Class D units to be issued to the seller will be a new class
of voting Copano units, which will automatically and without
unitholder approval convert to common units upon the earlier of:

   i. payment of Copano's common unit distribution with respect
      to the fourth quarter of 2009; and

  ii. payment by Copano of $6 in cumulative distributions per
      common unit commencing with Copano's common unit
      distribution with respect to the fourth quarter of 2007.

Prior to the conversion, the Class D units will not be entitled to
receive the quarterly distributions made on the common units.  The
Class D units will not be quoted for trading on NASDAQ or listed
on any securities exchange.

Morgan Stanley & Co. Incorporated served as financial advisor to
Copano and provided a fairness opinion to Copano's Board of
Directors.  

Bank of America, N.A. provided a commitment for a new
$550 million senior revolving credit facility.  Citigroup Global
Markets Inc. acted as Copano's agent for the private placement of
equity.  

Vinson & Elkins LLP represented Copano in the transaction and the
related equity and debt financings.

                 About Cantera Natural Gas LLC

Cantera Natural Gas LLC is a Denver-based company held by
Metalmark Capital -- http://www.metalmarkcapital.com/-- a New  
York-based private equity firm established by the principals of
Morgan Stanley Capital Partners to manage the Metalmark Capital
and MSCP funds.  Since 1986, the Metalmark Capital and MSCP funds
have invested $7 billion of equity capital in over 100 companies.
These companies span a broad range of industries, including our
focus sectors: industrials, healthcare, financial services and
energy/natural resources.

                       About Copano Energy

Headquartered in Houston, Texas, Copano Energy, LLC (NASDAQ: CPNO)
-- http://www.copanoenergy.com/-- is a midstream natural gas  
company with natural gas gathering, intrastate pipeline and
natural gas processing assets in the Texas Gulf Coast region and
in Central and Eastern Oklahoma.

                            *     *     *

Copano Energy carries Standard & Poor's Ratings Services' 'BB-'
corporate credit rating.


CORRECTIONS CORP: Raises Debt Facility Borrowing by $100 Million
----------------------------------------------------------------
Corrections Corporation of America has exercised its option to
increase its borrowing capacity under its Revolving Credit
Facility by $100 million, from $150 million to $250 million.

CCA expects to utilize the additional borrowing capacity to fund
future expansion and development projects.

The Revolving Credit Facility, which is scheduled to mature in
February 2011, bears interest based on either a base rate plus a
margin ranging from 0 to 50 basis points or at the London
Interbank Offered Rate plus a margin ranging from 75 to 150 basis
points.

The applicable margin rates are subject to adjustment based on the
company's leverage ratio.  Any amounts drawn under the Revolving
Credit Facility, including the $100 million expansion, currently
bear interest at a base rate or a LIBOR plus 75 basis points.

The company has no amounts drawn against the Revolving Credit
Facility, but has $35.6 million of letters of credit outstanding
under a sub-facility, reducing the borrowing capacity under the
Revolving Credit Facility to $214.4 million. All other terms of
the Revolving Credit Facility remain the same.

"We are pleased to have exercised our option to increase our
Revolving Credit Facility as this additional borrowing capacity
will provide us the flexible financing necessary to continue our
growth and expansion efforts," John Ferguson, president and chief
executive officer, said.

           About Corrections Corporation of America

Based in Nashville, Tennesee, Corrections Corporation of America
(NYSE: CXW)-- http://www.correctionscorp.com/-- is the owner and  
operator of privatized correctional and detention facilities.  The
company is a prison operator in the United States, behind the
federal government and three states.  The company operates 65
facilities, including 41 company-owned facilities, with a total
design capacity of approximately 75,000 beds in 19 states and the
District of Columbia.  The company specializes in owning,
operating and managing prisons and other correctional facilities
and providing inmate residential and prisoner transportation
services for governmental agencies.

                         *     *     *

Corrections Corp. of America carries Standard & Poor's Ratings
Services' BB senior unsecured debt ratings with a stable outlook.


CREDIT SUISSE: Moody's Holds Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
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 August 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 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 1.0% 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 approximately $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 100.0%, compared to 15.1% at last review
and compared to 2.0% 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 approximately 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 92.0% 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 (25.0% 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 100.0% occupied, compared to 97.0% 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 approximately 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. (100.0% NRA; lease
expiration December 2010).  Moody's LTV is in excess of 100.0%,
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 94.0% 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
100.0%, the same as at last review and compared to 94.6% at
securitization.


DELTA FUNDING: Fitch Cuts Rating on Class M2 Certificates to B
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these Delta Funding
Corporation home equity issue:

Delta 2000-2

    -- Class M1 affirmed at 'AAA';
    -- Class M2 downgraded to 'B' from 'BBB-';
    -- Class B remains at 'C/DR3'.

The underlying collateral for the mortgage transaction listed
above consist of both fixed- and adjustable-rate mortgage loans
secured by first and second liens on residential mortgages
extended to subprime borrowers.  As of the July 2007 distribution
date, the transaction is seasoned 85 months and the pool factor
(current outstanding collateral balance as a percentage of
original collateral balance) is approximately 6%.  The mortgage
loans are being serviced by Countrywide Home Loans, Inc (rated
'RPS1' by Fitch).

The affirmation reflects a satisfactory relationship between
credit enhancement and future loss expectations and affects
approximately $1.3 million of outstanding certificates.

The downgrade, affecting $11.3 million of outstanding
certificates, reflects the deterioration in the relationship of CE
to future loss expectations.  The transaction has experienced high
delinquency rates and losses, causing triggers to fail and
principal distributions to be restricted to the senior class.  The
failed triggers will extend the life of the subordinate bonds and
increase the risk at the bottom of the capital structure.  The
overcollateralization amount has remained at or near zero for over
two years, and the class B bond has experienced an $8.4 million
writedown to date.

Fitch will closely monitor this transaction.


DILLARD'S INC: Posts $25.2 Mil. Net Loss in Period Ended August 4
-----------------------------------------------------------------
Dillard's, Inc. reported operating results for the 13 weeks ended
Aug. 4, 2007.  Net loss for the 13 weeks ended Aug. 4, 2007 was
$25.2 million compared to net income of $15.7 million for the 13
weeks ended July 29, 2006.  Dillard's attributes the disappointing
performance primarily to a gross margin decline (190 basis points
of sales) as lackluster sales during the quarter necessitated
higher markdown activity in order to maintain acceptable inventory
levels.  Inventory in comparable stores at Aug. 4, 2007, declined
4% compared to the prior year second quarter.

Net sales for the 13 weeks ended Aug. 4, 2007, were $1.649 billion
compared to sales for the 13 weeks ended July 29, 2006, of $1.685
billion.  Total net sales declined 2% during the 13-week period.  
Sales in comparable stores declined 3%.

During the 13 weeks ended Aug. 4, 2007, net sales in the Central
region were slightly better than the company's total performance
for the period.  Sales were consistent with trend in the Western
region and below trend in the Eastern region.  Sales in the
juniors' and children's apparel category and the home and other
category declined significantly more than trend during the period.

Cost of sales as a percentage of sales increased to 68.5% during
the 13 weeks ended Aug. 4, 2007 compared to 66.6% for the 13 weeks
ended July 29, 2006.  The gross margin decline of 190 basis points
of sales was primarily driven by higher markdowns.  As a result of
the Company's efforts to maintain appropriate inventory levels in
light of sales declines during the quarter, comparable store
inventory at Aug. 4, 2007 declined 4% compared to July 29, 2006.

At Aug. 4, 2007, the company's balance sheet listed total assets
of $5.4 billion and total liabilities of $2.8 billion, resulting
in a $2.6 billion stockholders' equity.

                       About Dillard's Inc.

Headquartered in Little Rock, Arkansas, Dillards Inc. (NYSE: DDS)
-- http://www.dillards.com/-- is one of the nation's largest  
fashion apparel and home furnishing retailers.  The company's
stores operate with one name, Dillard's, and span 29 states.  
Dillard's stores offer a broad selection of merchandise, including
products sourced and marketed under Dillard's exclusive brand
names.

                         *     *     *

Dillard's carries Fitch Ratings' BB issuer default rating.


E*TRADE ABS: Moody's Puts Rating on Class D Notes Under Review
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by E*Trade ABS
CDO IV, LTD. on review for possible downgrade:

   (1) 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

   (2) 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.


EDWARDS & ASSOCIATES: Files for CCAA Protection
-----------------------------------------------
Edwards and Associates filed for protection under the Companies'
Creditors Arrangement Act of Canada, the QCI Observer reports.

The Observer relates that in a letter addressed to employees,
company president Stan Schiller disclosed that the filing was due
a number of factors that included:

    * volume shortages,

    * continuous inability to obtain enough timber and cutting
      permits, and

    * ownership transfers of Tree Farm Licence 39.

Mr. Schiller further said that there was “no alternative” but he
will work to restructure and refinance the company, the report
adds.

Wally Cheer, manager of the company’s Juskatla office, added that
the ongoing strike of the forest workers was also a factor.

Surrey-based Edwards and Associates is a logging company which
employs almost 100 people.


ELLINGTON LOAN: Moody's Rates Class B-4 Certificates at Ba1
-----------------------------------------------------------
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

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


EMBS FUND V: Moody's Puts Ca Rating on $20 Million Class A-3 Notes
------------------------------------------------------------------
Moody's Investors Service has taken 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.


FAMOUS AMERICAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Famous American Barbeque, L.L.C.
             dba Bennett's Bar-B-Que
             12503 East Euclid Drive, Suite 80
             Centennial, CO 80111-6400

Bankruptcy Case No.: 07-19976

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        F.A.B. Restaurant Licensing Corp.          07-19973

Type of business: The Debtor owns and operates Bennett's Bar-B-Que
                  restaurants that primarily serve barbeque.  See
                  http://www.bennettsbbq.com/

Chapter 11 Petition Date: September 6, 2007

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Lee M. Kutner, Esq.
                  Kutner, Miller & Brinen, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Famous American Barbeque,   $1 Million to          $1 Million to
L.L.C.                      $100 Million           $100 Million

F.A.B. Restaurant           $100,00 to             $1 Million to
Licensing Corp.             $1 Million             $100 Million

Debtors' Consolidated List of Their 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sysco Food Service of Denver   trade debt                $399,986
P.O. Box 5566
Denver, CO 80238

Hamilton Stephens Architects,  trade debt                 $23,459
P.C.
6874 South Prince Way
Littleton, CO 80120

Xcel Energy                    trade debt                 $13,251
P.O. Box 9477
Minneapolis, MN 55484-9477

Accordia Insurance             trade debt                 $11,953

Enterprise Fleet Services      trade debt                 $10,992

Farley's Party Rental          trade debt                  $9,652

Chief Mechanical, L.L.C.       trade debt                  $9,294

Enterprise Rent-A-Car          trade debt                  $8,660

All American Seasonings, Inc.  trade debt                  $6,635

Colorado Springs Utilities     trade debt                  $5,797

Rex Oil Company                trade debt                  $3,975

Larry O'Donnell, C.P.A., P.C.  trade debt                  $3,500

Anderson Boneless Beef         trade debt                  $3,393

Dex Media East, L.L.C.         trade debt                  $2,706

Denver Cutlery, Inc.           trade debt                  $2,470

Good Times Emporiums, Inc.     trade debt                  $2,387

Auto-Chlor System of Denver    trade debt                  $2,321

Beverage Distributors          trade debt                  $2,054

Republic National              trade debt                  $1,983
Distributing

Republic Services of Colorado  trade debt                  $1,840


FLEXTRONICS: Sept. 27 Deadline Set for Merger Consideration Voting
------------------------------------------------------------------
Solectron Corporation's stockholders that wish to make an election
with respect to the merger consideration to be received in the
proposed acquisition by Flextronics International Ltd. of
Solectron must deliver a completed election form to Computershare
Shareholder Services Inc. by 5:00 p.m., New York City time, on
Sept. 27, 2007.
    
Solectron stockholders who hold their shares through a bank,
broker or other nominee may have an election deadline earlier than
the Election Deadline.  These Solectron stockholders should review
any materials they receive from their bank, broker or other
nominee to determine the election deadline applicable to them.
    
Pursuant to the terms of the merger agreement, Solectron
stockholders are entitled to elect to receive either 0.3450 of a
Flextronics ordinary share or $3.89 in cash, without interest, for
each share of Solectron common stock, subject to proration as
provided in the merger agreement.

Solectron stockholders who do not make a timely election or fail
to deliver a properly completed election form to Computershare
Shareholder Services Inc. by the Election Deadline will not be
able to elect the form of merger consideration they will receive
in the merger.

These non-electing stockholders will receive all cash, all
Flextronics ordinary shares or a combination of cash and
Flextronics ordinary shares according to the allocation rules set
forth in the merger agreement.
    
If, after submitting its election form, a Solectron stockholder
wishes to sell or otherwise transfer some or all of the shares
covered by its election, the stockholder will have to revoke its
election in order to deliver the shares to the purchaser or other
transferee.

Such revocation must be received by Computershare Shareholder
Services Inc. prior to the Election Deadline.  A Solectron
stockholder may revoke its election and submit a new election for
shares it does not sell or otherwise transfer.

Such election must be received by Computershare Shareholder
Services Inc. prior to the Election Deadline.  Because a Solectron
stockholder may revoke its election only prior to the Election
Deadline, after the Election Deadline and prior to the effective
time of the merger such stockholder will not be able to sell or
otherwise transfer shares for which an election
is effective as of the Election Deadline.
    
Beginning Aug. 13, 2007, the required election forms and
accompanying instructions were mailed to Solectron stockholders of
record as of Aug. 6, 2007.  Solectron stockholders, including
those that acquired their shares after Aug. 6, 2007, may request
copies of these election documents by calling Innisfree M&A
Incorporated toll free from within the United States and Canada at
(877) 825-8971.

Solectron stockholders who hold their shares through a bank,
broker or other nominee should contact their bank, broker or other
nominee to obtain additional copies of the election documents.
    
As provided by the merger agreement, exchangeable shares of
Solectron Global Services Canada Inc., other than exchangeable
shares owned by Solectron, any of its subsidiaries or their
affiliates, will be automatically exchanged for shares of
Solectron common stock, on a one-for-one basis, prior to the
effective time of the merger.

The merger agreement provides that holders of exchangeable shares
will be entitled to elect to receive the same consideration in the
merger, and to participate in the merger, as a holder of shares of
Solectron common stock.  Therefore, references to Solectron
stockholders are intended to also include holders of exchangeable
shares.
   
Flextronics and Solectron also disclosed that the companies have
satisfied merger control requirements in Canada, China, the
European Union, Mexico, Turkey, Ukraine and the United States.
Merger control notifications remain pending in Brazil and
Singapore, but neither affects the parties' ability to close the
transaction.
    
"Assuming a successful shareholder vote for both companies, which
is scheduled for Sept. 27, 2007, we now expect to close this
transaction on Oct. 1, 2007," Thomas J. Smach, chief financial
officer of Flextronics, stated.

                  About Solectron Corporation

Based in Milpitas, California, Solectron Corporation (NYSE: SLR)
-- http://www.solectron.com/-- provides complete product  
lifecycle services.  The company offers collaborative design and
new product introduction, supply chain management, lean
manufacturing and aftermarket services such as product warranty
repair and end-of-life support to customers worldwide.  The
company works with the providers of networking, computing,
telecommunications, storage, consumer, automotive, industrial,
medical, self-service automation and aerospace and defense
products.  The company's Lean Six Sigma methodology provides OEMs
with quality, flexibility, innovation and cost benefits that
improve competitive advantage.  Solectron operates in more than 20
countries on five continents.

              About Flextronics International Ltd.

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- is an  
Electronics Manufacturing Services provider focused on delivering
design, engineering and manufacturing services to automotive,
computing, consumer digital, industrial, infrastructure, medical
and mobile OEMs.  Flextronics helps customers design, build, ship,
and service electronics products through a network of facilities
in over 30 countries on four continents.

                          *     *     *

Moody's Investor Services placed Flextronics International's long
term corporate family and probability of default ratings at "Ba1"
in June 4, 2007.


FORD MOTOR: UAW Open to Health Care Trust Fund; Seeks Pact
----------------------------------------------------------
The United Auto Workers union is amenable to creating a trust
fund for retiree health-care benefits as long as all of the
parties involved can reach an agreement on funding terms, The
Detroit News relates.

UAW leaders understand that transferring tens of billions of
dollars in liability from the books of Detroit's “Big Three”
automakers -- General Motors Corp., Ford Motor Co., and Chrysler
LLC -- to trust funds controlled by them could work, Bryce G.
Hoffman writes for The Detroit News, quoting sources close to the
contract negotiations.

According to the report, executives of the three companies
believe that paying the United Auto Workers to assume
responsibility for retiree health benefits is the best way to
make their companies cost-competitive again.  However, the
automakers' plan to fund part of their workers' benefits with
company stock could make it quite difficult for union members to
accept the offer.

Patterned after similar deals at Goodyear Tire & Rubber Co. and
Dana Corp., the three car makers want to pay the union to
establish what are called voluntary employee beneficiary
associations, or VEBAs, that would assume responsibility for
hourly retiree health benefits.  They had proposed VEBAs in
their initial economic offers to the UAW, Mr. Hoffman of The
Detroit News states.

A VEBA would cost each automaker billions -- as much as
$35 billion in GM's case -- but it would permanently remove
billions more in liabilities from their balance sheets.  It also
guarantees the union's right to protect those benefits should any
of the automakers file for bankruptcy, The Detroit News reveals.


Meanwhile, the UAW's top negotiator on its General Motors Corp.
bargaining team vowed that retirees won't have to pay more for
their health care in the next national contract, Louis Aguilar
writes for The Detroit News.

"I can tell you one thing, we are determined not to put any more
costs on retirees for their health care," said UAW Vice
President Cal Rapson.

in June 2007, the car companies are trying to deal with health
care costs that GM CEO Rick Wagoner says cost them a combined
US$12 billion in 2006.  Providing health care to 2 million
employees, retirees and dependents contributed to losses at each
of the U.S. automakers last year, while Japanese rivals posted
record profits.  The difference is made even more significant by
higher pensions and retiree health care costs.

GM and Ford hourly labor costs -- $73.26 and $70.51,
respectively -- are about $30 an hour higher than those paid
by Japanese competitors operating U.S. plants.  The UAW's
current four-year contract with the "Big Three" automakers
expires Sept. 14, 2007.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in  
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.  
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Moody's Investors Service said that the performance of Ford Motor
Company's global automotive operations for the second quarter of
2007 was significantly stronger than the previous year and better
than street expectations.

However, Moody's explained that the company continues to face
significant competitive and financial challenges, and the rating
agency expects that Ford's credit metrics and rate of cash
consumption will likely remain consistent with no higher than a B3
corporate family rating level into 2008.

According to the rating agency, Ford's corporate family rating is
currently a B3 with a negative outlook.  The rating is pressured
by the shift in consumer preference from high margin trucks and
SUVs, and by the need for a new 2007 UAW contract that provides
meaningful relief from high health care costs and burdensome work
rules, Moody's relates.

In June 2007, S&P raised the Issue Rating on Ford's senior secured
credit facilities to B+ from B.


FRANK SUTHERLAND: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Frank S. Sutherland
        8845 Hawbuck Street
        New Port Richey, FL 34655

Bankruptcy Case No.: 07-08112

Type of Business: The Debtor is the president and owner of
                  Steve Sutherland, DDS, P.A., which filed for
                  Chapter 11 protection on September 9, 2007
                  (Bankr. M.D. Fla. Case No. 07-05856).

Chapter 11 Petition Date: September 6, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Sheila D. Norman, Esq.
                  Norman and Bullington, P.A.
                  1905 West Kennedy Boulevard
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800

Total Assets: $1,557,250

Total Debts:  $1,826,121

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
GMAC Mortgage                  3339 Gulf Wind Circle      $117,364
P.O. Box 4622                  Hernando Beach, FL         Secured:
Waterloo, IA 50704                                        $350,000
                                                      Senior Lien:
                                                          $285,164

Citi                           Line of Credit              $48,110
P.O. Box 6003
Hagerstown, MD 21747

Citi Cards                     Business Credit Card        $47,603
P.O. Box 6412
The Lakes, NV 88901

Elizabeth Sutherland           Alimony                     $39,600

Internal Revenue Service       2004 and 2005 Taxes         $38,000

Bank of America                Business Credit Card        $30,373

Bankers Healthcare Group Inc.  Personal Guarantee          $30,050

Advanta                        Business Credit Card        $14,804

Sears/CBSD                     Credit Card                 $13,447

Home Depot                     Business Credit Card        $12,800

THD/CBSD                       Charge Account              $12,769

SunTrust Bank                  Business Credit Card         $8,343

Citifinancial                                               $7,102

Capital One                    Business Credit Card         $5,137

Asset Acceptance               Judgment                     $3,446

Citifinancial Retial S.        Charge Account               $3,357

Fifth Third Bank               2006 Porsche                $61,597
                                                          Secured:
                                                           $60,000

Lexus Financial Services       2007 Lexus                  $41,339
                                                          Secured:
                                                           $40,000


GABRIEL TECH: Lawsuit Filed Against Officers and Members of Board
-----------------------------------------------------------------
In a regulatory From-8K filing with the Securities and Exchange
Commission, Gabriel Technologies Corp. disclosed that on or about
July 3, 2007, Dennis Esch, C. Mark Bolln, and Medico Insurance
Company, shareholders of Gabriel Technologies Corporation filed a
shareholder derivative action in the District Court of Douglas
County, Nebraska, against these individuals: Jerry Suess, Matthew
Gohd, Dennis Blackman, and Roy Breeling, current members of the
Board of Directors of the corporation; Keith L. Feilmeier, a
former officer and director of the corporation; and T.J. O’Brien,
a former officer of the corporation.  Gabriel Technologies Corp.
was named as a nominal party defendant in the lawsuit.

The lawsuit challenges the corporation’s issuance of stock for
allegedly inadequate consideration, and asserts that corporate
funds were improperly diverted by a former officer and director.
These transactions all allegedly occurred prior to the appointment
of the current board of directors.  The lawsuit also challenges a
number of more recent transactions, generally involving loans to
the corporation, which the Plaintiffs allege involve "trading
away" interests in a sale or settlement involving certain
allegedly valuable corporate assets.  The lawsuit further alleges
that the corporation has shut down its business, has failed to
hold annual meetings, and that the current board does not validly
hold office.  The lawsuit seeks unspecified damages, a temporary
injunction and the appointment of a receiver or referee for the
corporation.

The corporation and the directors responded to the lawsuit by
filing motions to dismiss and motions to stay.  These defendants
pointed out that the Plaintiffs had failed to plead with
particularity facts to show that demand on the corporation’s board
would have been futile.  More particularly, the defendants
contended that the current board was disinterested and independent
and that the challenged transactions were the valid product of
business judgment such that a pre-suit demand on the corporation
was required.  The defendants further demonstrated that the
corporation had not shut down its business, and that the current
directors validly hold their offices.

The Court held hearings on the motions on Aug. 20, 2007, and
issued a written order in which the Court expressed concern that
the Plaintiffs had not specifically pled sufficient allegations to
overcome their burden of showing that a demand would have been
futile.  Rather than make a final decision on the motions to
dismiss, the Court stayed the action for ninety days, and
expressed its opinion that the directors would provide a good
faith examination of the Plaintiffs’ complaints.  The Court set a
final hearing on the motions to dismiss for Nov. 21, 2007, and
postponed any hearing on the Plaintiffs' motions for a temporary
injunction and appointment of a receiver, which had been set for
Aug. 21, 2007, during the ninety day period.  Consistent with the
Court’s order, the board has appointed a special committee to
conduct or cause to be conducted an impartial review, analysis and
investigation of the Plaintiffs' complaints to determine whether
any legal action should be taken by the corporation against one or
more persons regarding such complaints, and to report its findings
to the board of directors.

                    About Gabriel Technologies

Based in Omaha, Nebraska, Gabriel Technologies Corporation
(OTC: GWLK) -- http://www.gabrieltechnologies.com/-- sells
locking systems for truck trailers, railcars, and intermodal
shipping containers under the WAR-LOK brand name.  Gabriel also
offers Trace Location Services, an asset-tracking system for
vehicle fleet operators that is based on the Global Positioning
System.  Gabriel added biometric technology to its product mix in
2006 by acquiring a majority stake in Resilent, an Omaha,
Nebraska-based company that does business as Digital Defense
Group, but pursuant to an exchange and mutual release agreement
entered into by the company and Resilent on Dec. 30, 2006, the
company reduced its ownership interest in Resilent to
approximately 44%.

Gabriel Technologies was originally incorporated in 1990 as
Princeton Video Image Inc.  In 2004, Princeton Video Image Inc.
filed for bankruptcy and emerged as a reorganized company on
June 10, 2004.  On July 23, 2004, the company changed its name to
Gabriel Technologies Corporation.

                       Going Concern Doubt

Williams & Webster, PS, in Spokane, Wash., expressed substantial
doubt about Gabriel Technologies Corporation's ability to continue
as a going concern after auditing the company's consolidated
financial statements for the fiscal year ended June 30, 2006.  The
auditing firm pointed to the company's significant operating
losses and accumulated deficit at June 30, 2006.


GARDNER DENVER: Moody's Holds 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 approximately
$1.7 billion in 2006.


GENERAL MOTORS: UAW Open to Health Care Trust Fund; Seeks Pact
--------------------------------------------------------------
The United Auto Workers union is amenable to creating a trust
fund for retiree health-care benefits as long as all of the
parties involved can reach an agreement on funding terms, The
Detroit News relates.

UAW leaders understand that transferring tens of billions of
dollars in liability from the books of Detroit's “Big Three”
automakers -- General Motors Corp., Ford Motor Co., and Chrysler
LLC -- to trust funds controlled by them could work, Bryce G.
Hoffman writes for The Detroit News, quoting sources close to the
contract negotiations.

According to the report, executives of the three companies
believe that paying the United Auto Workers to assume
responsibility for retiree health benefits is the best way to
make their companies cost-competitive again.  However, the
automakers' plan to fund part of their workers' benefits with
company stock could make it quite difficult for union members to
accept the offer.

Patterned after similar deals at Goodyear Tire & Rubber Co. and
Dana Corp., the three car makers want to pay the union to
establish what are called voluntary employee beneficiary
associations, or VEBAs, that would assume responsibility for
hourly retiree health benefits.  They had proposed VEBAs in
their initial economic offers to the UAW, Mr. Hoffman of The
Detroit News states.

A VEBA would cost each automaker billions -- as much as
$35 billion in GM's case -- but it would permanently remove
billions more in liabilities from their balance sheets.  It also
guarantees the union's right to protect those benefits should any
of the automakers file for bankruptcy, The Detroit News reveals.


Meanwhile, the UAW's top negotiator on its General Motors Corp.
bargaining team vowed that retirees won't have to pay more for
their health care in the next national contract, Louis Aguilar
writes for The Detroit News.

"I can tell you one thing, we are determined not to put any more
costs on retirees for their health care," said UAW Vice
President Cal Rapson.

In June 2007, the car companies are trying to deal with health
care costs that GM CEO Rick Wagoner says cost them a combined $12
billion in 2006.  Providing health care to 2 million employees,
retirees and dependents contributed to losses at each of the U.S.
automakers last year, while Japanese rivals posted record profits.  
The difference is made even more significant by higher pensions
and retiree health care costs.

GM and Ford hourly labor costs -- $73.26 and $70.51,
respectively -- are about $30 an hour higher than those paid
by Japanese competitors operating U.S. plants.  The UAW's
current four-year contract with the "Big Three" automakers
expires Sept. 14, 2007.

                      About General Motors

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.


GENERAL MOTORS: Expects Steady Sales Growth in Three Markets
------------------------------------------------------------
General Motors Corp.'s sales in Latin America, Africa and the
Middle East will grow by a few billion dollars each year through
the rest of the decade, Maureen Kempston Darkes, GM's president
for the three regions said, Reuters reports.

The car maker had increased its revenue in those regions to about
$15 billion in 2006, from about $5.4 billion in 2003, Reuters
relates.

"I think we will see a similar growth in revenue through the rest
of the decade, unless there are some unforeseen circumstances,"
Ms. Kempston Darkes said, Reuters notes.

According to the report, she also said GM may increase capacity by
adding third shifts at many Latin American assembly plants to meet
higher demand for vehicles in the region.

"The industry is running faster than our ability to keep up with
it.  We will have to increase capacity because we are selling
everything we are making," Reuters quotes Ms. Kempston Darkes as
saying.

Overseas sales accounted for 58% of total sales in the second
quarter, and GM Chief Executive Rick Wagoner has said he expects
sales outside the United States to continue surpassing domestic
sales in the next few years, Reuters states.

                      About General Motors

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.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Three Cert. Classes
-----------------------------------------------------------------
Fitch upgrades GMAC Commercial Mortgage Securities, Inc., series
1998-C2 as:

    -- $88.6 million class F to 'AA+' from 'AA-';
    -- $44.3 million class G to 'A-' from 'BBB+'.

Fitch also affirms the following classes:

    -- $1.2 billion class A-2 at 'AAA';
    -- Interest Only (IO) class X at 'AAA';
    -- $126.5 million class B at 'AAA';
    -- $113.9 million class C at 'AAA';
    -- $164.5 million class D at 'AAA';
    -- $38 million class E at 'AAA';
    -- $19 million class H at 'BBB-';
    -- $19 million class J at 'BB+';
    -- $19 million class K at 'BB-';
    -- $25.3 million class L at 'B-'.

The $14.4 million class M remains at 'CC/DR5'.  Class A-1 has paid
in full.

The upgrades are the result of additional paydown and defeasance
since Fitch's last rating action in March 2007.  A total of 97
loans (35.2%) have defeased since issuance.  As of the August 2007
distribution date, the transaction's principal balance decreased
27.4% to $1.83 billion compared to $2.53 billion at issuance.

Fitch expects losses on three (1%) of the four specially serviced
loans (0.1%) to be absorbed by class M.  The largest of these
loans is a multifamily property (0.5%) located in Saline, Michigan
and is 90 days delinquent.  The property is 78% occupied as of
July 2007.  The special servicer has filed for foreclosure.

Five credit assessed loans (28.2%) are in the pool.  One loan, the
Arden Realty Inc. loan (6.9%), is defeased.

The OPERS Factory Outlet Portfolio (9.5%) is secured by 12 cross-
collateralized and cross-defaulted outlet properties within nine
centers.  Occupancy as of June 2007 was 93%, slightly down from
96.7% at issuance.  The loan maintains an investment grade credit
assessment.

The two remaining investment grade credit assessed loans, South
Towne Center & Marketplace (3.5%) and Grove Property Trust (3.4%),
have shown stable or improved performance since issuance.

The Boykin Portfolio (5%) remains below investment grade.


H&E EQUIPMENT: Completes Acquisition of JW Burress for $96 Mil.
---------------------------------------------------------------
H&E Equipment Services Inc. has completed, effective Sept. 1,
2007, the acquisition of all of the capital stock of J.W. Burress
Incorporated, for a formula-based purchase price of approximately
$96 million, subject to post-closing adjustment and other
contingent payments, plus assumed indebtedness of approximately
$2.4 million.

The company funded the Burress purchase price from available cash
on hand and from borrowings available under its senior secured
credit facility.

Prior to the completion of the acquisition of Burress, the
definitive agreement was amended on Aug. 31, 2007, for purposes of
calculating the purchase price, determine the twelve month
trailing EBITDA of Burress and certain non-Hitachi indebtedness of
Burress as of June 30, 2007.

Previously, the twelve-month trailing EBITDA and non-Hitachi
indebtedness were to be determined as of Feb. 28, 2007.  Hitachi
owed indebtedness of Burress continues to be determined as of the
closing date.

As of Sept. 1, 2007, the company also entered into a Second
Amended and Restated Credit Agreement, amending and restating the
company's Credit Agreement dated as of Aug. 4, 2006, and pursuant
to which:

   (a) the principal amount of availability of the credit
       facility was increased from $250 million to
       $320 million; and

   (b) an incremental facility, at Agent's and Borrower's
       mutual agreement, in an aggregate amount of up to
       $130 million at any time after closing date, subject to
       existing or new lender approval, was added.

Burress represents these manufacturers: Diamond Z, Doosan,
Hitachi, Kawasaki, Manitowoc, Grove and Terex.  The company does
not anticipate that Burress will continue to represent Hitachi.  
The company believes that it will be able, through Burress, to
expand and grow its relationship with other manufacturers with
whom Burress currently does business and other manufacturers with
whom the Company has had discussions.

The purchase price of $96 million, subject to post-closing
adjustments, plus assumed indebtedness of approximately
$2.4 million, excludes Hitachi.  Should Burress continue to
represent Hitachi, the Burress shareholders will have the
opportunity to receive additional purchase price of approximately
$15.1 million payable over three years.

"Burress is one of the premier distributors of heavy equipment in
the U.S. today and has an outstanding reputation with the
manufacturers they represent and the customers they serve," John
M. Engquist, president and chief executive officer of H&E, said.  
"Their 70-year history of excellence in earthmoving equipment and
cranes is well recognized in the construction industry.  We are
extremely pleased to bring our companies together to provide even
better equipment services to the mid-Atlantic region. In addition
to the strong dealership services J.W. Burress currently provides,
plans are underway to significantly expand the rental side of
their business."

                 About J.W. Burress Incorporated

Headquartered in Roanoke, Virginia, J.W. Burress Incorporated –
http://www.jwburress.com-- is a privately owned construction  
equipment distributor serving the mid-Atlantic markets out of
twelve locations.  Burress distributes new and used equipment
including parts and service for such equipment.  

                About H&E Equipment Services Inc.

Based in Baton Rouge, Louisiana, H&E Equipment Services Inc.
(NASDAQ:HEES) – http://www.he-equipment.com/-- is an integrated  
equipment service company in the United States focused on heavy
construction and industrial equipment.  The company rents, sells
and provides parts and service support for four core categories of
specialized equipment: hi-lift or aerial platform equipment,
cranes, earthmoving equipment and industrial lift trucks.  It is
engaged in five principal business activities in these equipment
categories: equipment rental, new equipment sales, used equipment
sales, parts sales, and repair and maintenance services.  H&E
Equipment Services serves more than 27,700 customers in the United
States, in the West Coast, Intermountain, Southwest, Gulf Coast,
West Coast and Southeast regions.

                          *     *     *

Moody's Investor Services placed H&E Equipment Services Inc.'s
senior secured debt and probability of default ratings at “B1” in
Sept. 2006.  These ratings hold to this date.


HERBERT HOLLAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Herbert B. Holland
        aka Herbert Holland
        aka Herbert Bernard Holland
        aka Burnie Holland
        6061 Moore Drive
        Sykesville, MD 21784-8677

Bankruptcy Case No.: 07-18467

Chapter 11 Petition Date: September 5, 2007

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Edward M. Miller, Esq.
                  129 East Main Street, Suite 205
                  Westminster, MD 21157
                  Tel: (410) 751-5444
                  Fax: (410) 751-6633

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


HSI ASSET: Fitch Downgrades Ratings on $57.7 Million Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on HSI Asset
Securitization Corp. mortgage pass-through certificates.
Affirmations total $2.73 billion and downgrades total
$57.7 million.  Break Loss percentages (BL) and Loss Coverage
Ratios (LCR) for each class are included with the rating actions:

HASCO 2006-OPT1

    -- $445.5 million class A affirmed at 'AAA' (BL: 38.30,
       LCR: 5.62);

    -- $34.4 million class M-1 affirmed at 'AA+' (BL: 32.06,
       LCR: 4.7);

    -- $31.5 million class M-2 affirmed at 'AA+' (BL: 27.64,
       LCR: 4.06);

    -- $18.2 million class M-3 affirmed at 'AA' (BL: 24.82,
       LCR: 3.64);

    -- $16.2 million class M-4 affirmed at 'AA' (BL: 22.28,
       LCR: 3.27);

    -- $15.3 million class M-5 affirmed at 'AA-' (BL: 19.88,
       LCR: 2.92);

    -- $14.8 million class M-6 affirmed at 'A+' (BL: 17.51,
       LCR: 2.57);

    -- $13.4 million class M-7 affirmed at 'A' (BL: 15.29,
       LCR: 2.24);

    -- $11.5 million class M-8 affirmed at 'A-' (BL: 13.39,
       LCR: 1.96);

    -- $9.6 million class M-9 affirmed at 'BBB+' (BL: 10.32,
       LCR: 1.51);

    -- $5.3 million class M-10 affirmed at 'BBB' (BL: 9.59,
       LCR: 1.41);

    -- $9.6 million class M-11 affirmed at 'BBB' (BL: 8.28,
       LCR: 1.21);

    -- $10 million class M-12 downgraded to 'BB+' from 'BBB-'
       (BL: 7.39, LCR: 1.08).

Deal Summary

    -- Originators: Option One (100%);
    -- 60+ day Delinquency: 10.01%;
    -- Realized Losses to date (% of Original Balance): 0.30%;
    -- Expected Remaining Losses (% of Current Balance): 6.82%;
    -- Cumulative Expected Losses (% of Original Balance): 4.91%.

HASCO 2006-OPT2

    -- $615.4 million class A affirmed at 'AAA' (BL: 42.13,
       LCR: 6.05);

    -- $52.9 million class M-1 affirmed at 'AA+' (BL: 32.41,
       LCR: 4.65);

    -- $48.6 million class M-2 affirmed at 'AA+' (BL: 29.99,
       LCR: 4.3);

    -- $29.6 million class M-3 affirmed at 'AA+' (BL: 27.67,
       LCR: 3.97);

    -- $26.8 million class M-4 affirmed at 'AA' (BL: 24.84,
       LCR: 3.57);

    -- $24.7 million class M-5 affirmed at 'AA-' (BL: 22.22,
       LCR: 3.19);

    -- $22.6 million class M-6 affirmed at 'A+' (BL: 19.77,
       LCR: 2.84);

    -- $21.2 million class M-7 affirmed at 'A' (BL: 17.39,
       LCR: 2.5);

    -- $19 million class M-8 affirmed at 'BBB+' (BL: 15.30,
       LCR: 2.2);

    -- $14.8 million class M-9 affirmed at 'BBB' (BL: 11.59,
       LCR: 1.66);

    -- $12.7 million class M-10 affirmed at 'BBB-' (BL: 10.51,
       LCR: 1.51);

    -- $14.1 million class M-11 affirmed at 'BB+' (BL: 9.61,
       LCR: 1.38).

Deal Summary

    -- Originators: Option One (100%);
    -- 60+ day Delinquency: 10.63%;
    -- Realized Losses to date (% of Original Balance): 0.33%;
    -- Expected Remaining Losses (% of Current Balance): 6.97%;
    -- Cumulative Expected Losses (% of Original Balance): 4.84%.

HASCO 2006-OPT3

    -- $444.8 million class A affirmed at 'AAA' (BL: 40.02,
       LCR: 4.15);

    -- $36.7 million class M-1 affirmed at 'AA+' (BL: 32.03,
       LCR: 3.32);

    -- $33.3 million class M-2 affirmed at 'AA+' (BL: 28.69,
       LCR: 2.97);

    -- $19.3 million class M-3 affirmed at 'AA+' (BL: 25.85,
       LCR: 2.68);

    -- $17.4 million class M-4 affirmed at 'AA' (BL: 23.19,
       LCR: 2.4);

    -- $16.4 million class M-5 affirmed at 'AA-' (BL: 20.67,
       LCR: 2.14);

    -- $15.5 million class M-6 affirmed at 'A' (BL: 18.27,
       LCR: 1.89);

    -- $14.5 million class M-7 affirmed at 'A-' (BL: 15.96,
       LCR: 1.65);

    -- $12.6 million class M-8 affirmed at 'BBB+' (BL: 13.64,
       LCR: 1.41);

    -- $8.7 million class M-9 downgraded to 'BB+' from 'BBB'
       (BL: 10.14, LCR: 1.05);

    -- $5.8 million class M-10 downgraded to 'BB' from 'BBB'
       (BL: 9.32, LCR: 0.97);

    -- $9.7 million class M-11 downgraded to 'BB-' from 'BB+'
       (BL: 8.54, LCR: 0.89).

Deal Summary

    -- Originators: Option One (100%);
    -- 60+ day Delinquency: 14.19%;
    -- Realized Losses to date (% of Original Balance): 0.37%;
    -- Expected Remaining Losses (% of Current Balance): 9.65%;
    -- Cumulative Expected Losses (% of Original Balance): 6.84%.

HASCO 2006-OPT4

    -- $422.4 million class A affirmed at 'AAA' (BL: 47.72,
       LCR: 4.53);

    -- $71 million class M-1 affirmed at 'AA+' (BL: 29.71,
       LCR: 2.82);

    -- $20.6 million class M-2 affirmed at 'AA+' (BL: 27.22,
       LCR: 2.58);

    -- $17.8 million class M-3 affirmed at 'AA' (BL: 24.37,
       LCR: 2.31);
    -- $16.8 million class M-4 affirmed at 'AA-' (BL: 21.67,
       LCR: 2.06);

    -- $15.8 million class M-5 affirmed at 'A' (BL: 19.09,
       LCR: 1.81);

    -- $14.9 million class M-6 affirmed at 'A-' (BL: 16.59,
       LCR: 1.57);

    -- $13.4 million class M-7 affirmed at 'BBB+' (BL: 14.15,
       LCR: 1.34);

    -- $9.1 million class M-8 downgraded to 'BBB-' from 'BBB'
       (BL: 12.14, LCR: 1.15);

    -- $4.8 million class M-9 downgraded to 'BB+' from 'BBB-'
       (BL: 11.07, LCR: 1.05);

    -- $9.6 million class M-10 downgraded to 'B+' from 'BB'
       (BL: 9.29, LCR: 0.88).

Deal Summary

    -- Originators: Option One (100%);
    -- 60+ day Delinquency: 15.30%;
    -- Realized Losses to date (% of Original Balance): 0.21%;
    -- Expected Remaining Losses (% of Current Balance): 10.54%;
    -- Cumulative Expected Losses (% of Original Balance): 7.12%.

In addition, all of the above classes are removed from Rating
Watch Negative.

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.


HYDROGEN POWER: Posts $1.0 Million Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Hydrogen Power Inc. reported a net loss of $1.0 million in the
three months ended June 30, 2007, a decrease from the $3.2 million
net loss reported in the same period in 2006, mainly due to a
decrease in corporate selling, general and administrative costs, a
$424,000 income tax expense in the 2006 quarter related to the
sale of substantially all of Chex Services Inc.'s assets in
January 2006, and a loss from discontinued operations of
$1.0 million in the 2006 quarter, compared to $0 in 2007.

As a result of the Redemption Agreement by and between the company
and FFFC, the operating results of FFFC and its wholly-owned
subsidiaries, Key Financial Systems Inc., Nova Financial Systems
Inc. and its majority-owned  subsidiary, Denaris Corporation are
not consolidated as of June 30, 2007, and for the three months
ending June 30, 2006, have been retroactively restated and are
included in income from discontinued operations on the
consolidated statements of operations.

The company reported zero revenues in both periods.

Corporate selling general and administrative costs decreased to
$471,000 from 000, a decrease of $797,000 from the same period
last year.  This was primarily due to the significant reduction of
expenses due to relocation of corporate headquarters to Seattle in
2007 of approximately $251,000 and the reduction of management
fees of $147,000 which were eliminated in 2007.

Consolidated net other expenses for the three months ended
June 30, 2007, were $200,000, compared to $235,000 for the same
three month period in 2006.  

At June 30, 2007, the company's consolidated balance sheet showed
$9.6 million in total assets, $2.8 million in total liabilities,
and $6.8 million in stockholders' equity.  From $7.2 million in
total liabilities at Dec. 31, 2006, the company's total debt is
now down to $2.8 million.

The company's consolidated balance sheet also showed strained
liquidity with $1.7 million in total current assets available to
pay $2.8 million in total current liabilities.

                       Going Concern Doubt

Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about Hydrogen Power 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 reported that the company incurred significant
losses and has an accumulated deficit of approximately
$55 million, and a working capital deficit of $2.0 million at
Dec. 31, 2006.

Due to intense competition in the market and the lack of assurance
that FFFC would be able to obtain renewals of its existing casino
contracts or to obtain contracts with new customers and difficulty
in attracting and retaining experienced employees, the company
decided to complete the asset sale.  Presently, the company has no
revenues and limited resources.

Additionally, on Aug. 6, 2007, the company received a notice of
default from two of its lenders demanding immediate payment of all
monies due including costs incurred in collection.

                       About Hydrogen Power

Headquartered in Seattle, Washington, Hydrogen Power Inc. (OTC BB:
HYDP.OB) -- http://www.hydrogenpowerinc.com/-- is an alternative  
energy company with patented technology, which generates high
purity hydrogen on-site and on-demand through the chemical
reaction of low-cost aluminum feedstock, water, and a benign
reactant, using proprietary drop-in recyclable cartridges with a
long shelf life.  The generation and storage process, which does
not require any external energy, is safe, clean and "green", with
non-toxic materials and commercially usable by-products.

The company, through Jan. 31, 2006, operated primarily through its
then majority-owned subsidiary FastFunds Financial Corporation.  
As of June 30, 2007, the company owns approximately 48% of FFFC’s
outstanding common stock.  Chex Services Inc., FFFC's wholly-owned
subsidiary, provided financial services prior to the sale of
substantially all of Chex’s assets, which primarily consisted of
check cashing, automated teller machine (ATM) access, and credit
card advances to customers primarily at Native American owned
casinos and gaming establishments.


INFRASOURCE SERVICES: Becomes a Subsidiary of Quanta Services
-------------------------------------------------------------
The acquisition of InfraSource Services, Inc. by Quanta Services,
Inc. has been completed, with InfraSource surviving the merger and
becoming a wholly owned subsidiary of Quanta.

Pursuant to the terms and conditions of an Agreement and Plan of
Merger, among Quanta, InfraSource, and Quanta MS Acquisition,
Inc., a Delaware corporation and a wholly owned subsidiary of
Quanta, dated March 18, 2007, Merger Sub was merged with and into
InfraSource.

Pursuant to the merger agreement, Quanta issued to InfraSource's
stockholders 1.223 shares of its common stock for each share of
InfraSource common stock, or a total of about 50.2 million shares
of Quanta common stock.

As of Aug. 30, 2007, Quanta's stockholders and InfraSource's
stockholders hold aboiut 75% and 25%, respectively, of the
combined company's common stock outstanding on a fully diluted
basis.

In connection with the acquisition of InfraSource and the
assignment and assumption agreement, Quanta assumed all rights and
obligations of the 2003 Plan and the 2004 Plan.  The 2003 Plan was
previously terminated by InfraSource and accordingly no further
awards have been made since termination under the 2003 Plan.
Quanta terminated the 2004 Plan effective as of August 30, 2007
and no further awards will be made pursuant to the 2004 Plan.

                     Appointment of Directors

In connection with the Merger, the Board of Directors of Quanta  
has appointed three former directors of InfraSource, David R.
Helwig, J. Michal Conaway and Frederick W. Buckman, as members of
the Board, effective Aug. 30, 2007.

Messrs. Conaway and Buckman are "independent" directors within the
meaning of the NYSE’s corporate governance listing standards.  
Each director will serve until the date of Quanta's 2008 annual
meeting of stockholders or until his earlier resignation or
removal.

As a result of the appointment, the total number of directors on
the Board has increased to fourteen directors, of whom nine are
classified as "independent."  Upon joining the Board, Messrs.
Helwig, Conaway and Buckman are not expected to serve on any of
the independent committees of the Board.

Frederick W. Buckman, age 61, has been a member of the Board since
Aug. 30, 2007.  He has served as President of Frederick Buckman,
Inc., a consulting firm, since 1998.  He served as Chairman and
Chief Executive Officer of Trans-Elect, Inc., an independent
electric transmission company, from 1999 until April 2005.  Mr.
Buckman serves as a director of StanCorp Financial Group, Inc.,
MMC Energy, Inc. and Terra Systems, Inc., and previously served as
a director of InfraSource. Mr. Buckman holds a doctorate in
Nuclear Engineering degree.

J. Michal Conaway, age 58, has been a member of the Board since
Aug. 30, 2007.  He has served as the Chief Executive Officer of
Peregrine Group, LLC, an executive consulting firm, since 2002.  
Prior to 2000, Mr. Conaway held various management and executive
positions, including serving as Chief Financial Officer of Fluor
Corporation, an engineering, procurement, construction and
maintenance services provider. He previously served as a director
of InfraSource.  Mr. Conaway holds an M.B.A. degree and is a
Certified Public Accountant.

David R. Helwig, age 56, has been a member of the Board since
Aug. 30, 2007.  He has served as President of Helwig Consulting
Services, LLC, a general business consulting firm, since August
2007.  He served as Chairman of the Board, Chief Executive
Officer, Chief Operating Officer and President of InfraSource,
from September 2003 until August 2007, as President and as Chief
Operating Officer of InfraSource Incorporated, a transmission and
distribution infrastructure services provider and predecessor to
InfraSource, from April 2002 until September 2003, and as
Executive Vice President of Commonwealth Edison, an electric
utility, from October 2000 until April 2002.  Mr. Helwig holds a
Master of Science in Mechanical Engineering degree.

The appointed directors will be compensated for their services on
the Board in the same manner as the other Board members.  If the
director voluntarily resigns or is asked to resign, or is removed
for cause prior to vesting, all unvested shares of restricted
stock will be forfeited.

                  Mr. Helwig Voluntarily Resigns

However, Mr. Helwig terminated his employment with InfraSource on
Aug. 30, 2007, effective upon consummation of the Merger.  
Pursuant to his Amended and Restated Management Agreement with
InfraSource, he will receive severance payments and accelerated
vesting of his existing equity awards free of forfeiture
restrictions.  Mr. Helwig's severance will be paid in a lump sum
equal to an amount in the aggregate of two times the sum of Mr.
Helwig's base salary and target bonus for 2007.  Mr. Helwig will
receive a prorated bonus for the portion of his employment in
2007.  Mr. Helwig will also continue to receive health insurance
benefits for not more than twenty-four months following the
termination.  Mr. Helwig will receive about $8,111,161 as
compensation under his Management Agreement, consisting of
severance, prorated bonus, the value attributable to health
insurance benefits and the value attributable to the acceleration
of unvested equity awards.

                       About Quanta Services

Headquartered in Houston, Texas, Quanta Services, Inc. (NYSE:PWR)
-- http://www.quantaservices.com/-- provides specialized   
contracting services, delivering end-to-end network solutions for
electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

                    About InfraSource Services

Headquartered in Media, Pennsylvania, InfraSource Services Inc.
(NYSE:IFS) - http://www.infrasourceinc.com/-- is a specialty
contractor servicing electric, natural gas and telecommunications
infrastructure in the United States.  InfraSource designs, builds,
and maintains transmission and distribution networks for
utilities, power producers, and industrial customers.

                          *     *     *

Standard and Poor's assigned Infrasource Services Inc.'s Foreign
and Local Issuer Credit at BB- on May 7, 2004.


INTRAX GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Intrax Group, Inc.
        aka Surplus Computers
        aka SoftwareandStuff.com
        aka Apex Motorsports
        aka SurplusComuters.com
        aka Software and Stuff
        27 Bonaventura Drive
        San Jose, CA 95134

Bankruptcy Case No.: 07-52783

Type of Business: The Debtor is a reseller of computer parts,
                  peripherals, and software.  The Debtor also
                  purchases manufacturer and corporate excess,
                  overstock, and slightly obsolete inventories.
                  See http://www.surpluscomputers.com/

Chapter 11 Petition Date: September 6, 2007

Court: Northern District of California (San Jose)

Debtor's Counsel: Kenneth Bauer, Esq.
                  Law Offices of Kenneth Bauer
                  500 Ygnacio Valley Road, Suite 300
                  Walnut Creek, CA 94596
                  Tel: (925) 945-7945
                  Fax: (925) 940-9632

Total Assets:    Unknown

Total Debts:  $2,530,176

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Microsoft Corp.                           $1,000,000
c/o Jeremy E. Roller, Esq.
Yarmuth Wilsdon Calfo PLLC
Seattle, WA 98104

Michael Mak                                 $512,675
462 McCamish Avenue
San Jose, CA 95123

Tai & Catherine Chen                        $217,500
6912 Cedar Lane
Dublin, CA 94568

ASI Computer                                $195,779

Citibank N.A.                               $100,000

RITECHI Commercial                           $61,886

Lexivon/Magestron, Inc.                      $55,378

Edward Mak                                   $41,500

PowerOn Services, LLC                        $41,205

M. Sosnick Computer                          $30,154

Thomas Myers, dba Inline Sports              $29,000

Bank of America                              $23,228

American Express - Los Angeles               $22,489

Alex Wong, CPA                               $20,019

Raymond Chau                                 $20,000

Ridgerock Tools                              $14,609

American Express - Atlanta                   $14,223

American Express - Houston                   $13,985

Chase                                        $11,718

United Datatech Distributors                  $8,692


IWT TESORO: Files for Chapter 11 Protection in New York
-------------------------------------------------------
IWT Tesoro Corporation disclosed that to address the slowdown in
its business and other financial challenges, Tesoro, and its
subsidiaries, International Wholesale Tile, Inc., and American
Gres, Inc., have filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.

Tesoro and each of its subsidiaries' Board of Directors
unanimously directed Tesoro, IWT and AGI to take this action after
determining that a Chapter 11 reorganization is the best long-term
interest of Tesoro and its subsidiaries, including IWT, their
employees, customers, creditors, stockholders and other
stakeholders.

Tesoro, IWT and AGI expect to continue normal business operations
today and throughout the reorganization process.  As part of the
reorganization, Tesoro and IWT's primary lender, Bank of America,
has agreed to continue to provide financing to Tesoro and IWT.  
The financing will include postpetition funds to acquire
inventory, pay operating expenses and the costs of the Chapter 11
activities.

"We believe this action is a responsible and necessary step to
address our financial challenges and work to secure our future,"
Tesoro Chief Executive Officer Henry J. Boucher, Jr. said.  
"Tesoro, IWT and all our subsidiaries are open for business as
usual and will continue normal operations throughout the
reorganization process, including employee wages and benefits,
supplier payments, and other operating expenses during the
reorganization process. We hope that this act will preserve Tesoro
and IWT's value for our employees, customers, creditors and
stockholders. The Chapter 11 process allows us to continue normal
operations while we restructure our debt and other obligations and
to enhance performance."

Tesoro's, IWT's, and AGI's Chapter 11 cases were filed Sept. 7,
2007, in U.S. Bankruptcy Court for the Southern District of New
York.  They have filed a motion with the Court seeking interim
relief that will ensure Tesoro, IWT and subsidiaries continued
ability to conduct normal operations: If such interim relief is
granted by the Court, Tesoro and IWT will be authorized, among
other things, to:

   -- Provide employee wages, savings plans, insurance plans
      and other similar programs and benefits without
      interruption;

   -- Continue their ordinary banking practices; and

   -- Continue shipping product to its customers.
    
                        About IWT Tesoro

IWT Tesoro Corporation is one of the few publicly traded tile
distributors.  The company is exclusively wholesale driven and
does not compete with its customers by having dealer stores as
part of its business model.  Instead, the company is a
merchandising resource for its customers, maintaining the
philosophy that it is its customers' supplier, not their
competition.  This wholesale focus is at the core of IWT Tesoro
Corporation's long-term growth and market strategy.  Tesoro's
primary operating subsidiary, International Wholesale Tile,
distributes product throughout the US from warehouses Florida,
Texas, California and Ohio.


IXIS: Fitch Downgrades Ratings on $155.3 Million Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on IXIS mortgage
pass-through certificates.  Affirmations total $537.1 million and
downgrades total $155.3 million.  Break Loss percentages (BL) and
Loss Coverage Ratios (LCR) for each class are included with the
rating actions:

IXIS 2005-HE1

    -- $25.3 million class M-1 affirmed at 'AA+' (BL: 41.92,
       LCR: 2.91);

    -- $22.6 million class M-2 downgraded to 'AA-' from 'AA'
       (BL: 26.45, LCR: 1.83).

    -- $13.8 million class M-3 downgraded to 'A+' from 'AA'
       (BL: 23.45, LCR: 1.63).

    -- $13 million class M-4 downgraded to 'A-' from 'AA-'
       (BL: 20.60, LCR: 1.43).

    -- $11.6 million class M-5 downgraded to 'BBB' from 'A+'
       (BL: 18.05, LCR: 1.25).

    -- $10.2 million class M-6 downgraded to 'BB+' from 'A'
       (BL: 15.76, LCR: 1.09).

    -- $9.5 million class B-1 downgraded to 'BB-' from 'A-'
       (BL: 13.57, LCR: 0.94).

    -- $7.7 million class B-2 downgraded to 'B+' from 'BBB'
       (BL: 12.10, LCR: 0.84).

    -- $5.3 million class B-3 downgraded to 'B' from 'BBB'
       (BL: 11.42, LCR: 0.79).

    -- $3.2 million class B-4 downgraded to 'B' from 'BB+'
      (BL: 11.12, LCR: 0.77).

Deal Summary

    -- Originators: Various;
    -- 60+ day Delinquency: 28.58%;
    -- Realized Losses to date (% of Original Balance): 0.62%;
    -- Expected Remaining Losses (% of Current Balance): 14.43%;
    -- Cumulative Expected Losses (% of Original Balance): 3.19%.

IXIS 2006-HE1

    -- $398.6 million class A affirmed at 'AAA' (BL: 41.10,
       LCR: 3.24);

    -- $33.8 million class M-1 affirmed at 'AA+' (BL: 31.31,
       LCR: 2.47);

    -- $30.6 million class M-2 affirmed at 'AA' (BL: 28.67,
       LCR: 2.26);

    -- $17.6 million class M-3 affirmed at 'AA-' (BL: 26.51,
       LCR: 2.09);

    -- $15.7 million class M-4 affirmed at 'A+' (BL: 23.82,
       LCR: 1.88);

    -- $15.3 million class M-5 affirmed at 'A' (BL: 21.19,
       LCR: 1.67);

    -- $14.3 million class M-6 downgraded to 'A-' from 'A'
       (BL: 18.67, LCR: 1.47).

    -- $13.4 million class B-1 downgraded to 'BBB' from 'BBB+'
       (BL: 16.23, LCR: 1.28).

    -- $11.5 million class B-2 downgraded to 'BBB-' from 'BBB'
       (BL: 14.15, LCR: 1.12).

    -- $9.2 million class B-3 downgraded to 'B+' from 'BBB'
       (BL: 10.78, LCR: 0.85).

    -- $9.2 million class B-4 downgraded to 'B' from 'BB+'
       (BL: 9.80, LCR: 0.77).

Deal Summary

    -- Originators: Various;
    -- 60+ day Delinquency: 20.30%;
    -- Realized Losses to date (% of Original Balance): 0.76%;
    -- Expected Remaining Losses (% of Current Balance): 12.69%;
    -- Cumulative Expected Losses (% of Original Balance): 8.81%.

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.


JP MORGAN: Moody's Holds 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 August 13, 2007 distribution date, the transaction's
aggregate principal balance has decreased by approximately 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 1.0% 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 approximately $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 ($24.0
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 99.0%
at securitization.


KLEROS PREFERRED: Moody's Puts Ba1 Rating Under Review
------------------------------------------------------
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.


LACERTA ABS: Moody's Downgrades Ratings on Four Notes
-----------------------------------------------------
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.


LAWRENCE LEE: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lawrence E. Lee
        Nora J. Lee
        5372 Cedarway Drive Northeast
        Corydon, IN 47112-7012

Bankruptcy Case No.: 07-91882

Type of business: The Debtors own Professional Home Solutions,
                  L.L.C., a self storage warehouse, Bullitt Turf
                  Service II, Inc., a turf and lawn service
                  provider and Lee Nichols Apartments, L.L.C., an
                  apartment and single family real estate
                  ownership and management venture.

Chapter 11 Petition Date: September 5, 2007

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Ted W. Spiegel, Esq.
                  7982 New Lagrange Road
                  Louisville, KY 40222
                  Tel: (812) 283-5443

Total Assets: $3,567,013

Total Debts:  $4,751,059

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
King Southern Bank             Houses & Lots;          $5,680,000
P.O. Box 1                     value of security:
Chaplin, KY 40012              $317,000; value of
                               senior lien:
                               $281,475

                               Apartments; value       $2,265,000
                               of security:
                               $1,075,000; value
                               of senior lien:
                               $1,047,000

U.S. Bank Private Banking-     Line of Credit            $146,856
Louisville
P.O. Box 790179
St. Louis, MO 63179-0179

P.B.I. Bank, Inc.              House and Lot             $100,500
2500 Eastpoint Parkway         5372 Cedarway Drive,
Louisville, KY 40223           Northeast, Corydon IN;
                               value of security:
                               $295,000; value of
                               senior lien: $277,600

                               Personal Loan              $25,000

Bank of America                Credit Card                $52,463
                               Purchases

National City Mortgage         Four Plex Apartment        $21,250
                               3613 Georgetown Pl.
                               Louisville, KY 40215;
                               value of security:
                               $125,000; value of
                               senior lien: $111,721

National City Bank             Credit Card                $18,166
                               Purchases

U.S.A.A. Savings Bank          Credit Card                $17,205
                               Purchases

Sallie Mae Servicing           Federal Student            $16,200
                               Loan

Advanta                        Credit Card                $11,286
                               Purchases

Home Depot Credit Services     Credit Card                 $7,948
                               Purchases

Wells Fargo Business Card      Credit Card                 $7,822
                               Purchases


LEAP WIRELESS: Board to Review MetroPCS Acquisition Offer
---------------------------------------------------------
Leap Wireless International, Inc., disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that it
Board of Directors will review the unsolicited proposal received
on September 4 from MetroPCS Communications, Inc. to acquire all
of Leap.

Leap’s Board of Directors will make a determination regarding the
proposal following completion of its review.

In connection with this matter, Leap is being advised by Goldman,
Sachs & Co. and Jeffrey Williams & Co. LLC as financial advisors,
and Wachtell, Lipton, Rosen & Katz, and Latham & Watkins, LLP as
legal advisors.

                 About MetroPCS Communications

Dallas-based MetroPCS Communications, Inc. (NYSE:PCS) --
http://investor.metropcs.com/-- is a provider of unlimited  
wireless communications service for a flat rate with no signed
contract.  MetroPCS owns or has access to licenses covering a
population of approximately 140 million people in 14 of the top 25
largest metropolitan areas in the United States, including New
York, Philadelphia, Boston, Miami, Orlando, Sarasota, Tampa,
Atlanta, Dallas, Detroit, Las Vegas, Los Angeles, San Francisco
and Sacramento.  Currently, MetroPCS has over 3.5 million
subscribers and offers service in the Miami, Orlando, Sarasota,
Tampa, Atlanta, Dallas, Detroit, San Francisco, and Sacramento
metropolitan areas.

                    About Leap Wireless

Headquartered in San Diego, Calif., Leap Wireless International,
Inc. -- http://www.leapwireless.com/-- (NASDAQ: LEAP) provides  
innovative, high-value wireless services to a fast-growing, young
and ethnically diverse customer base.  With the value of unlimited
wireless services as the foundation of its business, Leap
pioneered both the Cricket(R) and Jump MobileTM services.  The
company and its joint ventures now operate in 23 states and hold
licenses for 35 of the top 50 U.S. markets.  Through its
affordable, flat-rate service plans, Cricket offers customers a
choice of unlimited voice, text, data and mobile Web services.  
Jump Mobile is a unique prepaid wireless service designed for the
mobile-dependent, urban youth market.


LEAP WIRELESS: Chief Financial Officer Amin Khalifa Resigns
-----------------------------------------------------------
Leap Wireless International, Inc., said that CFO, Amin Khalifa,
has resigned from the company to pursue other interests.  Leap CEO
and President, Doug Hutcheson, will assume the additional duties
of interim CFO, pending the naming of a successor to Mr. Khalifa.

Hutcheson held the post of CFO at Leap from August 2002 to
February 2005 when he was named CEO.

"I want to thank Amin for his contributions," Mr. Hutcheson said.
"We believe the company has made good progress in the last year
and is positioned for continued success. I wish Amin continued
success in his future endeavors."

                  About MetroPCS Communications

Dallas-based MetroPCS Communications, Inc. (NYSE:PCS) --
http://investor.metropcs.com/-- is a provider of unlimited  
wireless communications service for a flat rate with no signed
contract.  MetroPCS owns or has access to licenses covering a
population of approximately 140 million people in 14 of the top 25
largest metropolitan areas in the United States, including New
York, Philadelphia, Boston, Miami, Orlando, Sarasota, Tampa,
Atlanta, Dallas, Detroit, Las Vegas, Los Angeles, San Francisco
and Sacramento.  Currently, MetroPCS has over 3.5 million
subscribers and offers service in the Miami, Orlando, Sarasota,
Tampa, Atlanta, Dallas, Detroit, San Francisco, and Sacramento
metropolitan areas.

                     About Leap Wireless

Headquartered in San Diego, Calif., Leap Wireless International,
Inc. -- http://www.leapwireless.com/-- (NASDAQ: LEAP) provides  
innovative, high-value wireless services to a fast-growing, young
and ethnically diverse customer base.  With the value of unlimited
wireless services as the foundation of its business, Leap
pioneered both the Cricket(R) and Jump MobileTM services.  The
company and its joint ventures now operate in 23 states and hold
licenses for 35 of the top 50 U.S. markets.  Through its
affordable, flat-rate service plans, Cricket offers customers a
choice of unlimited voice, text, data and mobile Web services.  
Jump Mobile is a unique prepaid wireless service designed for the
mobile-dependent, urban youth market.


LEAP WIRELESS: S&P Holds B- Rating on MetroPCS Merger Deal
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B-' corporate
credit ratings on wireless carriers MetroPCS Communications Inc.
and Leap Wireless International Inc.

This follows Dallas-based MetroPCS' recently announced offer to
merge with San Diego, Calif.-based Leap in a stock-for-stock
transaction.

"While a merger likely will produce some synergies, the amount and
timing of such benefits are uncertain, and there will be
integration costs," said Standard & Poor's credit analyst
Catherine Cosentino.

However, any cost savings or incremental revenue achieved would
bolster the positive outlooks S&P has on both companies, since the
combined company's ability to achieve net free cash flow would be
enhanced and could result in an upgrade sooner than previously
expected.

Ratings Affirmed

MetroPCS Communications Inc.
Corporate Credit Rating        B-/Positive/--

Leap Wireless International Inc.
Corporate Credit Rating        B-/Positive/--


LEHMAN BROTHERS: Fitch Rates Class A-2 Certificates at B-
---------------------------------------------------------
LB Multifamily Mortgage Trust's, multiclass pass-through
certificates, series 1991-4, are affirmed by Fitch Ratings as:

    -- $269 class A-2 at 'B-'.

In addition, the ratings of the $2 million class A-1 remain at
'CCC/DR3'.  Classes B, C, and D have been reduced to zero due to
realized losses. Fitch does not rate class R.

The certificates are collateralized by six adjustable rate
mortgage loans, secured by multifamily properties in California.  
As of the August 2007 distribution date, the pool's collateral
balance has been reduced by 98% to $2 million from $105.8 million
at issuance.

Class A-1 has incurred $9.2 million in realized losses, as well as
over $70 million in principal paydown.  Class A-2 has a reserve
fund that provides loss protection to this class, therefore, this
class is not expected to incurr any losses.

At issuance, the net operating income and the debt service
coverage ratio figures were not available.  No loans are required
to report year-end financials and none reported YE-2006
financials.


LIMITED BRANDS: Reports $565.2 Million Sales in August 2007
-----------------------------------------------------------
Limited Brands, Inc. reported comparable store sales for the four
weeks ended Sept. 1, 2007, increased 1% compared to the four weeks
ended Sept. 2, 2006.  The company reported net sales of $565.2
million for the four weeks ended Sept. 1, 2007, compared to sales
of $638.8 million for the four weeks ended Aug. 26, 2006.

The company reported a comparable store sales increase of 3% for
the 30 weeks ended Sept. 1, 2007.  Net sales were
$5.50 billion compared to net sales of $5.17 billion last year.

Net sales include Express sales through Aug. 6, 2007, the closing
date of the sale of a majority interest to affiliates of Golden
Gate Capital, and Limited Stores sales through
Aug. 3, 2007, the closing date of the transfer of a majority
interest to affiliates of Sun Capital Partners.

Limited Brands (NYSE: LTD) through Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle
Co., Henri Bendel and Diva London, presently operates 3,140
specialty stores.  The company's products are also available
online at:

    * http://www.VictoriasSecret.com/
    * http://www.BathandBodyWorks.com/
    * http://www.LaSenza.com/

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands, Inc. with a stable outlook.  
The downgrade is based upon the company's intention to raise an
additional $1.25 billion in debt, which will cause two out of
three credit metrics cited in Moody's press release of Nov. 15,
2006, to fall below a level that would prompt a downgrade.  This
rating action concludes the review for possible downgrade that was
initiated on June 22, 2007.

Moody's downgraded these ratings: Senior unsecured to Baa3 from
Baa2; Senior unsecured shelf at to (P) Baa3 from (P) Baa2;
Subordinated shelf at to (P) Ba1 from (P) Baa3; Preferred shelf at
to (P) Ba2 from (P) Ba1; Commercial paper to Prime-3 from Prime-2.


LIONEL LLC: Disclosure Statement Hearing Continued to September 20
------------------------------------------------------------------
The Honorable Burton R. Lifland of the United States Bankruptcy
Court for the Southern District of New York continued the hearing
to Sept. 20, 2007, for the approval of Lionel LLC and its debtor-
affiliate, Liontech Company's Disclosure Statement explaining
their Chapter 11 Plan of Reorganization.

As reported in the Troubled Company Reporter on July 30, 2007,
the Debtors' Plan, delivered in May 2007 to the U.S.
Bankruptcy Court for the Southern District of New York,
proposed that claims that will be paid in full with cash, plus
post-bankruptcy filing interest on the distribution date, include:

   * Debtor-in-Possession facility claims;
   * administrative claims;
   * professional fee claims;
   * priority tax claims;
   * secured claims; and
   * general unsecured claims.

The Debtors stated in their Plan that holders of intercompany
claims will be reinstated on the effective date.

Holders of Existing Lionel Membership Interest will be also
be retained, but, subject to potential dilution resulting from
the exercise of the management options, if issued, and issuance
of new Lionel membership interest to the new equity investor.

All existing Liontech Common Stock Interest will be retained by
the reorganized Lionel.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.
The Company filed for chapter 11 protection on Nov. 15, 2004
(Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh, Esq., at
O'Melveny & Myers LLP; and Adam Craig Harris, Esq., and Adam L.
Hirsch, Esq., at Schulte Roth & Zabel LLP represent the Debtor
in its restructuring efforts.  David M. LeMay, Esq., and
Francisco Vazquez, Esq., at Chadbourne & Parke, LLP, represent
the Official Committee of Unsecured Creditors.  When the Company
filed for bankruptcy, it listed assets between $10 million and
$50 million and debts of more than $50 million.


LSI CORP: Inks Agreement to Acquire Tarari for $85 Million
----------------------------------------------------------
Tarari Inc. has signed a definitive agreement to be acquired by
LSI Corp. for $85 million in cash.

Tarari employees will become LSI employees and the team will
remain in San Diego.  "We're pleased and excited to join forces
with such a well-recognized innovator and leader as LSI," Randy
Smerik, CEO of Tarari, noted.

"Tarari's expertise is a natural complement to LSI's strengths in
networking and storage silicon, systems and software. The
combination will position us to deliver a richer, more scalable
set of solutions to our industry-leading customers."
    
"LSI's agreement to acquire Tarari confirms Tarari's leadership
and strategic value," Bob Conn, a member of Tarari's board since
February of 2006, and a managing director of Enterprise Partners
Venture Capital, said.  "The acquisition will provide a
significant return for Tarari employees and investors while
enabling LSI to deliver advanced services across its own portfolio
of networking and storage solutions."

                        About Tarari Inc.
    
Headquartered in San Diego, California, Tarari Inc. --
http://www.tarari.com/–- is a fabless semiconductor company  
that develops Content Processor chips used in XML/Web Services,
Network Security and Digital Media environments.  Tarari is
privately held with backing from Enterprise Partners Venture
Capital http://www.epvc.com/,Crosspoint Venture Partners, Morgan  
Stanley Venture Partners, Miramar Venture Partners, XMLFund and
Intel Capital.
            
                        About LSI Corp.

Headquartered in Milpitas, California, LSI Logic Corporation
(NYSE: LSI) -- http://www.lsi.com/-- provides innovative silicon,  
systems and software technologies that enable products which bring
people, information and digital content together.  The company
offers a broad portfolio of capabilities and services including
custom and standard product ICs, adapters, systems and software
that are trusted by the known brands to power leading solutions in
the Storage, Networking and Mobility markets.

                         *     *     *

Standard & Poor's Ratings Services upped its corporate credit
Rating on LSI to 'BB' on April 2007.  S&P said the outlook was
positive.


MAJESCO ENTERTAINMENT: Raises $6 Million in Private Offering
------------------------------------------------------------
Majesco Entertainment Company disclosed that it raised
approximately $6.0 million of gross proceeds in a private
investment in public equity offering to several institutional
investors.  

Majesco sold to investors approximately 4 million shares of common
stock and warrants to purchase up to approximately 1.6 million
shares.  The purchase price for the common stock was $1.50 per
share.  The warrants have an exercise price of $2.04 per share.  

"This financing provides us with working capital to support
continued expansion of our product line of high quality, easy to
play games for the mass market consumer," said Jesse Sutton,
Interim chief executive officer.  "The additional funds also
provide valuable flexibility, stability and agility to reduce
financing costs, fund growth, and expand our intellectual property
partnerships in 2008 and beyond."

MDB Capital Group LLC, a Santa Monica based investment bank, acted
as placement agent in connection with the funds raised.  

The company has agreed to file a registration statement with the
United States Securities and Exchange Commission covering any
future resale by the investors of the shares sold and of any
shares issued upon exercise of the warrants sold in the offering
no later than 45 days after the closing, and to have the
registration statement declared effective within 120 days after
the closing.  

Following this transaction, Majesco has 28,672,121 shares of
common stock outstanding.

                   About Majesco Entertainment

Headquartered in Edison, N.J., Majesco Entertainment Co.
(NasdaqCM: COOL) -- http://www.majescoentertainment.com/--   
provides video games and digital entertainment products for the
mass market, with a focus on publishing video games for leading
portable systems and the Wii(TM) console.  Product highlights
include Nancy Drew(TM), Cooking Mama and Zoo Hospital(TM) for the
Nintendo DS(TM) and Cooking Mama: Cook Off for the Wii(TM)
console.

                       Going Concern Doubt

Goldstein Golub Kessler LLP, in New York, expressed substantial
doubt about Majesco Entertainment Co.'s ability to continue as
a going concern after auditing the company's financial statements
as of the years ended Oct. 31, 2006, and 2005.  The auditing firm
pointed to the company's net losses.


MARKWEST ENERGY: Moody's Revises Outlook to Stable from Positive
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings and changed the
rating outlook for MarkWest Energy Partners, L.P. and its
subsidiaries, MarkWest Energy Finance Corporation and MarkWest
Energy Operating Company, L.L.C., to stable from positive.  These
actions were taken following MarkWest's announcement that it
intended to merge with MarkWest Hydrocarbon, which owns the
general partner of MarkWest.

In the proposed transaction, MarkWest will acquire all of the
outstanding shares of MarkWest Hydrocarbon using MWE common units
and cash for total consideration of approximately $835 million,
including transactions costs.  This will be funded with 68% equity
from new common units and 27% from drawings under an expanded $475
million revolving credit facility, with the remainder coming from
existing cash.  The transaction is subject to approval by MarkWest
unitholders and MarkWest Hydrocarbon shareholders and is expected
to close in early 2008.

The change in rating outlook to stable from positive reflects
Moody's concern over higher leverage from the additional debt
incurred for the transaction.  The outlook change also considers
MarkWest's substantial capital spending plans.  This transaction
adds relatively little cash flow to the combined entity so the
additional debt will be borne by MarkWest's current and
prospective cash flow.  At June 30, Moody's estimates MarkWest's
debt/EBITDA was 3.9x and its FFO/debt was 25%. Pro forma for this
transaction, and taking into account additional debt associated
with capex in the second half of 2008, Moody's expects debt/EBITDA
to increase to 4.8x and FFO/debt to drop to 16%.  This is
substantially higher than the company's target of keeping leverage
closer to 3.5x.

MarkWest's higher leverage is exacerbated by its aggressive growth
capital spending plans.  MWE expects to spend $290 million in
2007, including about $190 million for its Woodford Shale
development, which is roughly four times its total 2006 capex of
$75 million.  There is execution risk associated with such a large
capital spending program relative to the company's historical
spending.  In addition, the MLP business model and the associated
distributions result in companies needing to raise growth capex in
the capital markets.  MarkWest will need to raise common equity to
fund its 2008 capex as well as reduce the higher leverage
associated with this transaction.  Higher capital spending without
a commensurate increase in operating cash flow or an inability to
raise sufficient equity leading to persistent leverage over 4.5x
could result in negative rating action.

Moody's views the transaction itself as a positive step in that it
eliminates the incentive distribution rights (IDRs).  IDRs tend to
grow over time, becoming a larger percentage of total
distributions and raising the cost of equity for MLPs like
MarkWest.  Furthermore, the transaction will simplify the
corporate structure, reduce potential conflicts of interest and
improve corporate governance.

The ratings affirmation reflects MarkWest's continued strong
fundamental operating performance, including growing volumes in
its new Woodford Shale gas gathering system in Oklahoma.  The
affirmation also recognizes the company's $138 million equity
issuance in the second quarter, which represents almost half of
MWE's 2007 capital spending.

MarkWest Energy Partners, L.P., headquartered in Denver, Colorado,
is a midstream natural gas limited partnership.

The company carries Moodys B2 senior unsecured rating.


MERRILL LYNCH: Fitch Lowers Ratings on Five Certificates
--------------------------------------------------------
Fitch has taken these rating actions on the Merrill Lynch Mortgage
Investors Trust mortgage pass-through certificates listed below:

Merrill Lynch Mortgage Investors, series 2002-HE1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA-';
    -- Class B affirmed at 'BBB'.

Merrill Lynch Mortgage Investors, series 2003-OPT1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AAA''
    -- Class M2 affirmed at 'A+';
    -- Class M3 affirmed at 'A';
    -- Class B1 affirmed at 'A-';
    -- Class B2 downgraded to 'BB+' from 'BBB+';
    -- Class B3 downgraded to 'B' from 'BBB-'.

Merrill Lynch Mortgage Investors, series 2003-WMC1

    -- Class M2 downgraded to 'AA-' from 'AA+';

    -- Class B1 downgraded to 'CCC' from 'BB-' and assigned a
       distressed recovery (DR) rating of 'DR1';

    -- Class B2 downgraded to 'C' from 'B' and assigned a DR
       rating of 'DR5'.

Merrill Lynch Mortgage Investors, series 2003-WMC3

    -- Class M3 affirmed at 'A+;
    -- Class M4 affirmed at 'A';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BB';
    -- Class B3 affirmed at 'BB-'.

Merrill Lynch Mortgage Investors, series 2004-OPT1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3 affirmed at 'BBB-'.

The underlying collateral for the transactions listed above
consists of fixed- and adjustable-rate mortgage loans secured by
first and second liens on one- to four-family residential
properties extended to subprime borrowers.

All of the mortgage loans from series 2002-HE1 were originated or
acquired by various originators and subsequently purchased by
Merrill Lynch Mortgage Capital, Inc.  The primary originator for
the remaining transactions has its name denoted in each of the
series' name (OPT for Option One Mortgage Corporation, and WMC for
WMC Mortgage Corporation).

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $407.45 million of outstanding certificates as of
the July 2007 distribution date.  The downgraded classes reflect
deterioration in the relationship of CE to future loss
expectations and affect approximately $42.9 million of outstanding
certificates.

The overcollateralization on each of the transactions is below the
target amount.  Further, the OC for the series 2003-WMC1 and
series 2003-OPT1 has decreased for the past three months.  As of
the July 2007 remittance period, the OC percentage for series
2003-WM1 and series 2003-OPT1 was 3.64% and 2.43%, respectively.  
The 60+ delinquency rate (inclusive of foreclosure and REO) is
24.88% for series 2003-WMC1 and 15.32% for series 2003-OPT1.  
Also, the collateral balances of these trusts are minimal (below
10% remaining of the original balance), which has increased the
volatility of the pools.

Servicers for the transactions include Option One Mortgage
Corporation, (rated 'RPS1', On Rating Watch, by Fitch) and HomEq
Servicing Corporation (rated 'RPS1'.)

Fitch will continue to closely monitor these transactions.


METRO ONE: Now Has Access to $1.7 Million of Funds
--------------------------------------------------
Metro One Telecommunications Inc. said that $1.7 million of
restricted cash has been transferred to its general operating
account and it now has full access to these funds.

The company had outstanding a $4.7 million letter of credit
related to its workers' compensation program which was secured by
a certificate of deposit for the same amount that is recorded as
restricted cash.  The company had requested a reduction in the
amount based on lower than expected workers' compensation claims
for prior periods.  In August 2007, the benefactor of the letter
of credit agreed to a reduction from $4.7 million to $3 million.  
The result of this reduction is an increase of $1.7 million in
Metro One’s unrestricted cash balance.

"This increase in our available cash balance, together with the
proceeds of our recent financing transaction, will permit us to
aggressively pursue new and additional sources of revenues and
otherwise move forward with our business plan, said Gary E. Henry,
president and chief executive officer of Metro One.

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/--  is a developer and  
provider of Enhanced Directory Assistance(R) and other information
services.  The company operates call centers located in the United
States.

                       Going Concern Doubt

BDO Seidman LLP, in Seattle, expressed substantial doubt about
Metro One Telecommunications 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 and loss
of significant customers.


METRO ONE: Posts Net Loss of $3.7 Million in Quarter ended June 30
------------------------------------------------------------------
Metro One Telecommunications inc. incurred a net loss of
$3.7 million in the second quarter ended June 30, 2007, a decrease
from the $5.6 million net loss reported in the same period last
year, mainly due to increased revenues, lower overall costs and
expenses, partly offset by lower other income, net.

Revenues increased 3.1% to $5.3 million from $5.1 million due
primarily to an increase in call volume to 28.9 million from
18.4 million calls.  

Direct operating costs increased 15.6% to $4.4 million from
$3.8 million.  This increase was primarily due to higher personnel
and data costs associated with servicing greater call volumes.  

Selling, general and administrative costs decreased 30.0% to
$3.7 million from $5.2 million.  This decrease resulted primarily
from reductions in personnel and associated costs of approximately
$700,000 and network, systems and facilities-related costs of
approximately $800,000.  

Other income was $63,000 and $225,000 in the second quarter of
2007 and 2006, respectively, and consisted primarily of interest
income earned on cash and cash equivalents.  The reduction in
interest income was due to a decrease in cash available for
investing.

As of June 30, 2007, the company had approximately $10.3 million
in cash and cash equivalents and restricted cash (including
$4.7 million of restricted cash) compared to approximately
$16.7 million (including $4.7 million of restricted cash) at
Dec.  31, 2006.  

Cash and cash equivalents and restricted cash are recorded at cost
which approximates their fair market value.  The company has no
outstanding debt.

Net cash used in operations was $8.2 million in the first six
months of 2007 compared to net cash used in operations of
$3.4 million in the first six months of 2006.  

                        Private Financing

On Aug. 16, 2007, Metro One Telecommunications Inc. announced
approval by its shareholders and the completion of the sale of an
additional $7.8 million of Series A convertible preferred stock
and warrants to purchase Series A convertible preferred stock.  
This is the second phase of a two-part $10 million financing with
two of its largest shareholders, Columbia Ventures Corporation and
Everest Special Situations Fund L.P.  The Company plans to use the
net proceeds for general corporate purposes.

The company received $2.2 million in gross proceeds in the initial
closing.

At June 30, 2007, the company's consolidated balance sheet showed
$20.3 million in total assets, $5.2 million in total liabilities,
and $15.0 million in total shareholders' 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?231d

                      Going Concern Doubt

BDO Seidman LLP, in Seattle, expressed substantial doubt about
Metro One Telecommunications 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 and loss
of significant customers.

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/--  is a developer and  
provider of Enhanced Directory Assistance(R) and other information
services.  The company operates call centers located
in the United States.


METROPCS COMMS: Leap Wireless' Board to Review Acquisition Offer
----------------------------------------------------------------
Leap Wireless International, Inc., disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that it
Board of Directors will review the unsolicited proposal received
on September 4 from MetroPCS Communications, Inc. to acquire all
of Leap.

Leap’s Board of Directors will make a determination regarding the
proposal following completion of its review.

In connection with this matter, Leap is being advised by Goldman,
Sachs & Co. and Jeffrey Williams & Co. LLC as financial advisors,
and Wachtell, Lipton, Rosen & Katz, and Latham & Watkins, LLP as
legal advisors.

                      About Leap Wireless

Headquartered in San Diego, Calif., Leap Wireless International,
Inc. -- http://www.leapwireless.com/-- (NASDAQ: LEAP) provides  
innovative, high-value wireless services to a fast-growing, young
and ethnically diverse customer base.  With the value of unlimited
wireless services as the foundation of its business, Leap
pioneered both the Cricket(R) and Jump MobileTM services.  The
company and its joint ventures now operate in 23 states and hold
licenses for 35 of the top 50 U.S. markets.  Through its
affordable, flat-rate service plans, Cricket offers customers a
choice of unlimited voice, text, data and mobile Web services.  
Jump Mobile is a unique prepaid wireless service designed for the
mobile-dependent, urban youth market.

                 About MetroPCS Communications

Dallas-based MetroPCS Communications, Inc. (NYSE:PCS) --
http://investor.metropcs.com/-- is a provider of unlimited  
wireless communications service for a flat rate with no signed
contract.  MetroPCS owns or has access to licenses covering a
population of approximately 140 million people in 14 of the top 25
largest metropolitan areas in the United States, including New
York, Philadelphia, Boston, Miami, Orlando, Sarasota, Tampa,
Atlanta, Dallas, Detroit, Las Vegas, Los Angeles, San Francisco
and Sacramento.  Currently, MetroPCS has over 3.5 million
subscribers and offers service in the Miami, Orlando, Sarasota,
Tampa, Atlanta, Dallas, Detroit, San Francisco, and Sacramento
metropolitan areas.


METROPCS COMMS: S&P Holds B- Rating on Leap Wireless Merger Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B-' corporate
credit ratings on wireless carriers MetroPCS Communications Inc.
and Leap Wireless International Inc.

This follows Dallas-based MetroPCS' recently announced offer to
merge with San Diego, Calif.-based Leap in a stock-for-stock
transaction.

"While a merger likely will produce some synergies, the amount and
timing of such benefits are uncertain, and there will be
integration costs," said Standard & Poor's credit analyst
Catherine Cosentino.

However, any cost savings or incremental revenue achieved would
bolster the positive outlooks S&P has on both companies, since the
combined company's ability to achieve net free cash flow would be
enhanced and could result in an upgrade sooner than previously
expected.

Ratings Affirmed

MetroPCS Communications Inc.
Corporate Credit Rating        B-/Positive/--

Leap Wireless International Inc.
Corporate Credit Rating        B-/Positive/--


MIDWESTERN SANITATION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Midwestern Sanitation Company, Debtor
        2660 Beech Daly Road
        Inkster, MI 48141

Bankruptcy Case No.: 07-57635

Type of business: The Debtor provides trash removal services.

Chapter 11 Petition Date: September 5, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

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

Total Assets: $131,664

Total Debts:  $1,265,029

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
5th/3rd Bank Eastern Michigan  Bank loan               $1,056,622
P.O. Box 630756                value of collateral:
Cincinnati, OH 45263-0756      $131,664

I.R.S.                         Tax debt                   $42,488
Cincinnati, OH 45999-0039

L.E. Ruthenberg                                           $37,462
2660 Beech Daly Road
Inkster, MI 48141

Central States Pension Fund                               $28,382

Dependable Wholesale, Inc.                                $21,893

State Of Michigan              Tax debt                   $20,452

The Accident Fund Co.                                     $10,424

Godfrey Hammel & Co. P.C.                                 $10,340

Michigan Unemployment                                      $7,860

Tripple R Industries, L.L.C.                               $5,446

Kash Pharmacy Customer                                     $4,715
Charges

Nextel Communications Bank     Bank loan                   $4,666

City of Detroit                                            $3,328

Capitol Waste, Inc.                                        $3,005

33rd District Court                                        $2,296

City of Taylor, MI                                         $2,253

City of Inkster, Treasurer                                   $972

Teamsters Local 247                                          $949

16th District Court                                          $400

Michigan Cat                                                 $297


MORGAN STANLEY: Moody's Holds Caa2 Rating on Class O Certificates
-----------------------------------------------------------------
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 August 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 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 1.0% 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 approximately
$161,000.  Nineteen loans, representing 27.0% of the pool, are on
the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
100.0% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 77.0%, 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
($51.0 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 96.0% occupied,
compared to 94.0% at last review and compared to 99.0% at
securitization.  Performance has improved since last review due to
increased rental revenue.  Net operating income has increased by
17.0% 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 6.0 million
square feet of office space.  The property is 100.0% 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 84.0% 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
77.0%, the same as at last review and compared to 88.9% at
securitization.

The third largest conduit loan is the Marigold Center Loan ($17.0
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.


MORTGAGE LENDERS: Can Walk Away from 10 Unexpired Leases
--------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Mortgage Lenders Network USA, Inc.,
authority to reject more than 10 of the 40 unexpired leases and
contracts.

The Court will hold a hearing on the remaining Unexpired Leases on
Sept. 17, 2007.

Judge Walsh says that seven of the Unexpired Leases are deemed
rejected as of February 28, 2007:

     Schedule                 Location
     --------                 --------
     Schedule  4              Middletown and Wallingford

     Schedule  9              Horsham, Alpharetta, Phoenix,
                              Middletown, Rocky Hill, Oakbrook

     Schedule 10              Horsham, Alpharetta, Phoenix,
                              Rocky Hill, Oakbrook

     Schedule 13              Alpharetta, Phoenix, Rocky Hill,
                              Oakbrook

     Schedule 14              Horsham

     Schedule 15              Horsham, Alpharetta, Middletown,
                              Rocky Hill, Phoenix, Phoenix,
                              Horsham, Alpharetta, Rocky Hill,
                              Middletown

     Schedule 16              Oakbrook, Schaumburg

Judge Walsh also authorizes the rejection of three Unexpired
Leases currently held by Republic Bank effective as of July 18,
2007:

     Schedule                 Location
     --------                 --------
     Schedule  1              Middletown

     Schedule  7              Horsham,Oakbrook,Alpharetta
                              Schaumberg and Middletown

     Schedule  8              Horsham, Alpharetta, Schaumberg
                              Phoenix and Middletown

Republic Bank's request for allowance and payment of its claims
with respect to the three Unexpired Leases is deferred pending
agreement of the parties or further order of the Court, Judge
Walsh notes.

The Court further orders that the Unexpired Leases held by
Relational, LLC, are deemed rejected in their entirety provided
that parties reserve all rights with respect to their rejection's
effective date.  The Court also notes that Relationa and the
Debtor have agreed that the rejection date for the Relational
Leases will be no later than July 18, 2007.

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

The Debtor's exclusive period to file a chapter 11 plan expires on
Oct. 3, 2007.  (Mortgage Lenders Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/    
or 215/945-7000).


MPC CORP: Inks Deal to Purchase Gateway's Business for $90 Mil.
---------------------------------------------------------------
MPC Corporation has signed a definitive agreement to acquire
Gateway Inc.'s Professional business.  The transaction is subject
to various terms and conditions to closing, including regulatory
approval.  Based on MPC's current assumptions and estimates, the
transaction is valued at about $90 million.  The acquisition is
expected to close in early 4th Quarter.
    
Under the terms of the definitive agreement, the consideration
paid by MPC includes assumption of certain warranty and other
obligations, the issuance to Gateway of MPC Common Stock and MPC
Series B Preferred Stock, and a promissory note payable to Gateway
in an amount subject to adjustments described in the definitive
agreement.  
    
The assumed warranty and other obligations are estimated at
approximately $60 million.  The market value of the Common and the
Series B Preferred Stock to be issued to Gateway is approximately
$20 million as of Sept. 4, 2007, and constitutes an approximate
19.9% equity interest in the company on a fully diluted basis.

Based on MPC's current assumptions, the principal amount of the
promissory note would be approximately $10 million as of
Sept. 4, 2007, but such amount could vary based on several factors
including the amount of inventory delivered by
Gateway at close.  The promissory note would be payable to Gateway
within six months after the closing date.
    
As a condition to close, MPC is required to raise an additional $9
million through the exercise of a portion of its outstanding
warrants priced at $1.10.  The exercise of such warrants and the
conversion of certain outstanding convertible debentures would
reduce the overhang in MPC's capitalization structure as these
debentures and warrants are converted into common stock. The
investment bank Maxim Group LLC acted as an advisor to MPC in
connection with these conversions.

                    Combining the Businesses
    
Similar to MPC's business, Gateway's Professional business targets
customers in education, medium-sized business, and government with
customized solutions including PCs, peripherals and services.  
This acquisition would provide MPC with the customers, products
and employees to compete at a larger scale in the PC industry.

With this acquisition, MPC expects to gain a balanced portfolio of
customer segments, with strong positions in federal government,
state/local government, K-12 education, higher education, small
business and mid-sized businesses.  The combined company would
offer a complete line of PCs and
related products and services, with particular emphasis in mobile
products, all-in-one desktops, servers and storage solutions.
    
MPC would own the entire catalog of products and services from
Gateway's Professional business, and would make them available to
both MPC and Gateway Pro customers.  As part of the terms of the
arrangement, MPC will migrate these products from the Gateway
brand to the MPC brand within one year.

Likewise, Gateway Professional customers would be able to
purchase the entire catalog of MPC products and services.
    
Under the terms of the definitive agreement, upon closing MPC
would acquire Gateway's leased final assembly facility located in
Nashville, Tennesee, including the assembly of the Gateway
Professional products that are produced there.

In addition, MPC would acquire the portion ofGateway's Consumer
Direct business that targets businesses with less than 100
employees.  MPC would also assume responsibility for all
operations and warranty support associated with Gateway's
Professional business.
    
"We believe that the customers of MPC and Gateway's Professional
business will benefit greatly from this combination," John P.
Yeros, chairman and CEO of MPC Corporation.  "The new company will
be totally focused on the markets of government, education, and
small-and-medium business, and will develop products and services
to meet the specific needs of these customers.  It will have the
scale to enable it to compete better against larger rivals in the
PC industry. In addition, our customers will gain access to a
wider range of PC products and services and continue to
enjoy high-quality, US-based service and support."
    
"I believe that the combination of Gateway Professional and MPC
will result in a highly-focused organization that can better
compete and thrive in this competitive segment," said Gateway CEO
Ed Coleman.
    
"The combination of MPC and Gateway's Pro business makes good
sense," Roger Kay, president of Endpoint Technologies Associates
Inc., said.  "The new company's focus on the professional segment
should help solidify its position in the U.S. PC industry."
    
The combined company will be headquartered in Nampa, Idaho with
operations in Nampa, Idaho, North Sioux City, South Dakota,
Nashville, Tennesee and Denver, Colorado.
    
                       About Gateway Inc.

Headquartered in Irvine, California, Gateway Inc. (NYSE: GTW) --
http://www.gateway.com/-- directly and indirectly sells its  
desktop and notebook computers and servers and PC-related products
and services that are enabled by or connect with PCs to third-
party retailers, consumers, businesses, government agencies and
educational institutions.  Gateway offers its PCs under two brand
names: Gateway and eMachines.  PC-related products and services
consist of all products and services other than the PC, such as
standalone monitors, peripherals, software, accessories, extended
warranty services, training, Internet access, enterprise system,
and networking products and services.  The company operates
through three segments: Retail, Professional and Direct.

                   About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation (Amex: MPZ) --
http://www.mpccorp.com/-- through its subsidiary MPC Computers,  
provides enterprise IT hardware solutions to mid-sized businesses,
government agencies and education organizations.  MPC offers
standards-based server and
storage products, along with PC products and computer peripherals,
all of which are backed by an industry-leading level of service
and support.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 21, 2007,
Ehrhardt Keefe Steiner & Hottman PC, in Denver, expressed
substantial doubt about MPC Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company has suffered recurring
losses from operations and has a net capital deficiency.


MYSTIQUE ENERGY: Incurs $1.4MM Net Loss for Period Ended June 30
----------------------------------------------------------------
Mystique Energy Inc. reported a net loss of $1,464,104 on revenues
of $1,091,362 for the three months ended June 30, 2007.  For the
three months ended June 30, 2006, the company reported a net loss
o $129,976 on revenue of $822,239.

At June 30, 2007, the company had $26,474,919 in total assets and
$21,171,615 in total liabilities, and shareholders' equity of
$4,783,499.  The company's balance sheet however showed working
capital deficit with $1,878,322 in total current assets and
$21,171,615 in total current liabilities.

The company has a bank financing facility to a maximum of
$10 million collateralized by a charge over all the assets of the
company, due on demand.  As of June 30, 2007 the company has
utilized $9,558,986 of the loan facility.  The company does not
meet its banks covenant regarding the working capital ratio.

As of April 24, 2007 and until Oct 15, 2007, the company is under
the Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
Amended.  The Court has appointed Ernst & Young Inc. to act as
officer of the Court to monitor the business and affairs of the
company until discharged by the Court.  During this period, the
company must submit to creditors one or more plans of compromise.

                      About Mystique Energy

Headquartered in Alberta, Canada, Mystique Energy Inc. --
http://www.mystiqueenergy.ca/-- (TSXV: MYS) is a junior oil & gas   
company focused on exploration and development of petroleum and
natural gas reserves, with production in western Alberta.


NASSAU CDO: Moody's Places Ba1 Rating Under Review
--------------------------------------------------
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.


NATIONAL RETAIL: Preferred Stock Carries S&P's BB+ Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
the $250 million 6.875% senior unsecured notes due 2017 issued by
National Retail Properties Inc. (National Retail, BBB-/Stable/--)

National Retail will use proceeds from the note offering to pay
down outstanding borrowings on its $300 million unsecured line of
credit and to fund property acquisitions for 2007. As of June 30,
2007, $173 million was outstanding on the credit facility.

The ratings on Orlando, Fla.-based National Retail reflect a
conservative financial profile that offsets the risks created by
historical tenant and industry concentrations within a cyclical
retail sector.  Additional rating considerations include a well-
occupied and geographically diverse triple-net-leased real estate
portfolio that has historically produced a stable stream of cash
flow.  The stable outlook reflects our belief that a growing
portfolio of relatively stable assets should result in predictable
cash flow that comfortably covers the company's debt obligations
over the near term.
  
Rating Assigned
   
National Retail Properties Inc.            Rating

  $250 million senior unsecured notes      BBB-
   
Other Outstanding Ratings
  
National Retail Properties Inc.            Rating

  Corporate credit                         BBB-/Stable/--
  Senior unsecured                         BBB-
  Preferred stock                          BB+


NELNET INC: Moody's Revises Outlook to Negative from Stable
-----------------------------------------------------------
Moody's Investors Service affirmed Nelnet's Baa2 senior unsecured
rating, but changed the rating outlook to negative from stable.

The change in outlook comes in conjunction with Nelnet's
announcement today that the company will take a charge of between
$44 million to $52 million after-tax related to a restructuring
and pending legislative changes that are expected to impose
significant cuts on the firm's FFELP lending business.  The
charges relate to downsizing the business via staff reductions and
facilities rationalization, as well as to impairment of certain
intangible assets and increased loss reserves.  These initiatives
are forecast to result in annual operating expense reductions of
$25 million to $35 million pre-tax beginning in 2008.  Moody's
believes that managing this business restructuring while not
impairing the company's FFELP lending franchise is critical.

Moody's said that the pending legislative changes will result in
reduced yield, increased origination fees, increased risk share
(i.e. lower level of government guarantee), and increased
oversight for Nelnet.  These changes are expected to result in
reduced profitability of new loans for Nelnet, as well as
contraction of competition as smaller players with more limited
financial flexibility exit the business.  Moody's expects that the
effects of the new legislation will largely be reflected in
Nelnet's financial results over time as Nelnet's existing loan
portfolio runs off and is replaced by new loans bearing the
effects of the legislative changes.

During this period, Nelnet is expected to accelerate the
transition of its business model from a lending business to a fee-
based service business.  Business model transitions are naturally
risky as the firm seeks to establish strong franchises that
produce recurring fee-based earnings streams.  The negative
outlook incorporates this operating risk, but also recognizes that
Nelnet's existing loan portfolio should provide earnings during
this timeframe.  Moody's will continue to evaluate the effect of
these changes on Nelnet's financial profile, in particular the
effects on Nelnet's core profitability, returns, and capital
levels.

Moody's also notes that the market changes may also create new
opportunities, particularly for large players with substantial
market presence such as Nelnet.  These include potential market
share gains and portfolio acquisition opportunities, and the
ability to gain access to schools previously closed off to Nelnet,
via the multiple lender requirement in the proposed legislation.  
Nelnet's ability to capitalize on these opportunities and enhance
its franchise will take time to materialize.

Nelnet's existing ratings are:

    * Issuer Rating Baa2
    * Senior Unsecured Baa2
    * Subordinate Baa3
    * Preferred Shelf (P) Ba1
    * Commercial Paper Prime-2

Nelnet (ticker symbol NNI), a leading education financial services
company based in Lincoln, Nebraska, reported net student loan
assets of $26.2 billion as of June 30, 2007.


NEWPARK RESOURCES: Completes $21.3 Million SEM Construction Buyout
------------------------------------------------------------------
Newpark Resources Inc. has completed the acquisition of
substantially all of the assets and operations of SEM Construction
Company for $21.3 million.

The acquisition was funded by borrowings on Newpark's revolving
credit facility.  The final purchase price is subject to a working
capital adjustment.

                      About SEM Construction

Headquartered in Grand Junction, Colorado, SEM Construction
Company is a full-service well site construction company engaged
in construction, reclamation, maintenance, and general rig work
for the oil and gas industry at drilling locations throughout
Western Colorado.

                      About Newpark Resources

Headquartered in Metarie, Louisiana, Newpark Resources Inc.
(NYSE:NR) -- http://www.newpark.com/-- provides drilling fluids,  
temporary worksites and access roads for oilfield and other
commercial markets, and environmental waste treatment solutions.

                          *     *     *

Moody's Investor Services assigned B1 on Newpark Resources Inc.'s
long term corporate family rating and probability of default
rating.  The outlook is stable.

In November 2006, Standard and Poor's rated B+ its long term
foreign and local issuer credit.  These ratings hold to this date.


PACIFIC LIFE: Fitch Junks Ratings on Class A-3 and B Notes
----------------------------------------------------------
Fitch Ratings downgrades two classes of notes issued by Pacific
Life CBO 1998-1 Ltd./Corp.

These rating actions are effective immediately:

    -- $2,273,530 Class A-3 Notes downgraded to 'CC/DR3' from
       'B/DR1';

    -- $32,000,000 Class B Notes downgraded to 'C/DR6' from
       'CC/DR5'.

Pacific Life CBO is a collateralized bond obligation managed by
the Pacific Life Insurance Company.  The Pacific Life CBO notes
are currently backed by five high yield bonds.  Among the five
assets in the portfolio, two of them are in default, of which one
of the defaulted assets in the portfolio is Calpine Corporation
with a principal notional of $1,263,000 and a current market value
in excess of par.  The maturity profiles of the performing
collateral, with a total principal notional of $2,373,000, are
between February 15, 2008 and October 1, 2009, with Amkor
Technology, Inc. maturing the earliest in February 15, 2008.  
Fitch Ratings has reviewed in detail the portfolio performance of
Pacific Life CBO.

Since the last rating action in May 2005, the class A-1 and class
A-2 notes have been fully redeemed and the class A-3 notes have
been partially redeemed.  Since the last review in May 2005, the
class B overcollateralization ratio has continued to decline.  As
of the latest trustee reported dated August 2, 2007, the class B
OC ratio has declined to 28.62%, from 58.85% in April 2005, and
relative to a test level of 140.0%.  Over the same period, the
class A OC ratio has shown some improvement, due to deleveraging,
increasing to 110.88% from 97.98% over the same period.

After the most recent payment date on Aug. 15, 2007, the class A-3
principal amount was reduced to $2,273,530 from an original
issuance amount of $38,000,000.  The class A OC test has been
failing since April 2001 and the class B OC test has been failing
since March 2000.  As of the most recent trustee report dated
August 2, 2007, defaulted collateral has a total principal balance
of $2,763,000, which represented about 52% of the total portfolio
principal balance of $5,296,729.  Due to the failing class A and
class B OC levels, Pacific Life CBO has been in an event of
default since February 2002.

The downgrades are a result of continued undercollateralization.
During cashflow modeling analysis under moderate credit stresses,
projected interest proceeds were alone not sufficient to pay class
B noteholders their coupon.  This would result in principal
proceeds being applied to pay the unpaid class B interest.  This
diversion of principal dollars to pay class B interest erodes the
credit enhancement supporting the class A-3 notes. Fitch's
recovery analysis is based on the transaction surviving to its
legal final maturity of February 2010. Ultimate recovery may
differ if the transaction is terminated before such date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


PAINCARE HOLDINGS: Completes $14.4 Mil. Sale of PSHS and Gables
---------------------------------------------------------------
PainCare Holdings Inc. has closed on the sales of both PSHS Alpha
Partners Ltd., which owns and operates an ambulatory surgery
center located in Lake Worth, Florida, and The Gables Surgical
Center, located in Coral Gables, Florida.  The completed sales
have provided for the release of approximately $14.4 million in
cash to PainCare that was being held in escrow.
    
On July 16, 2007, PainCare has entered a Definitive Agreement to
sell the Lake Worth ASC to Surgery Partners Holdings LLC for
total consideration of $10 million in cash and an earn-out of up
to $2.3 million in accordance with a predetermined cash collection
schedule for the ASC.

On Aug. 6, 2007, the company has entered a Definitive Agreement
with Surgery Partners LLC providing for Surgery Partners to
purchase PainCare's controlling interest in PSHS Beta Partners,
Ltd., dba The Gables Surgical Center, for total consideration of
$4.4 million.
    
"The completion of these sales brings to conclusion a critical
element of PainCare's overall financial and operational
restructuring plan," Randy Lubinsky, chief executive officer of
PainCare, stated.  "Consequently, the collective financial impact
of divesting our ASC operations in both South Florida and Maryland
has yielded enough cash to significantly reduce our prevailing
debt obligations, and in the process, materially strengthen our
financial base.  We are very pleased that this arduous, but
necessary, ASC divestiture process is now behind us."
   
                     About PainCare Holdings

Headquartered in Orlando, Florida, PainCare Holdings Inc.
(AMEX: PRZ) -- http://www.paincareholdings.com/-- provides pain-
focused medical and surgical solutions and services.  It has
proprietary network of acquired or managed physician practices and
ambulatory surgery centers, and is in partnership with independent
physician practices and medical institutions throughout the U.S.
and Canada.  Through its wholly owned subsidiary, Caperian Inc.,
PainCare offers medical real estate and development services.  
Through Integrated Pain Solutions, the company pioneered
ManagedServices Organization that offers a multi-disciplinary
healthcarenetwork focused on pain management.

                          *     *     *

PainCare Holdings Inc. disclosed on March 21, 2007, that it
received a notice of default from HBK Investments LP with respect
to that certain Loan and Security Agreement dated
May 11, 2005, as amended, entered into by the company, the
company's subsidiaries, the Agent, HBK Master Fund L.P., and Del
Mar Master Fund Ltd.

On March 15, 2007, the company received a notice of breach and
default from The Center for Pain Management LLC with respect to
that certain Asset Acquisition Agreement dated Dec. 1, 2004,
entered into by the company, PainCare Acquisition Company XV Inc.,
CPM, and the owners or members of CPM.


PEOPLE'S CHOICE: Fitch Junks Rating on Class M-8 Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on People's Choice
Home Loan Securities Trust:

Series 2004-1

    -- Class M-1 affirmed at 'AA';

    -- Class M-2 affirmed at 'AA-';

    -- Class M-3 affirmed at 'A+' and removed from Rating Watch
       Negative;

    -- Class M-4 affirmed at 'A' and removed from Rating Watch
       Negative;

    -- Class M-5 affirmed at BBB-';

    -- Class M-6 affirmed at 'BB+';

    -- Class M-7 downgraded to 'B' from 'BB';

    -- Class M-8 downgraded to 'C' from 'BB-' and assigned a
       Distressed Recovery rating of 'DR5'.

The affirmations, affecting approximately $51.8 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $9.7 million of the outstanding certificates,
reflect deterioration in the relationship between credit
enhancement and expected losses.

Series 2004-1, classes M-7 and M-8 are downgraded because losses
have exceeded excess spread for the last 12 months and, as a
result, completely eroded the overcollateralization.  However, the
rated classes benefit from two non-rated classes, B-1 and B-2,
which provide an additional 4.45% (of the current balance) in
enhancement.  The cumulative loss as a percentage of the original
collateral balance is 2.06% and the 60+ delinquency (including
bankruptcy, foreclosure, and REO) as a percentage of the current
collateral balance is 22.42%.

The mortgage loans consist of conventional 30-year, fixed-rate and
adjustable-rate mortgage loans extended to subprime borrowers and
secured by first and second liens one- to four-family residential
properties.  The loans were originated by People's Choice Home
Loan Securities Corporation and are serviced by HomEq Servicing
Corp., which is rated 'RPS1' by Fitch.

As of the July 2007 remittance date, the pool factor (current
principal balance as a percentage of original) is 13% and the
transaction is seasoned 40 months.


PLANGRAPHICS INC: Dec. 31 Balance Sheet Upside-Down by $2.3 Mil.
----------------------------------------------------------------
PlanGraphics Inc. filed on Sept. 6, 2007, financial results for
the first quarter ended Dec. 31, 2006.  At Dec. 31, 2006, the
company's consolidated balance sheet showed $1.9 million in total
assets and $4.2 million in total liabilities, resulting in a
$2.3 million total stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2006, also
showed strained liquidity with $1.5 million in total current
assets available to pay $4.2 million in total current liabilities.

The company reported net income of $103,880 in the three months
ended Dec. 31, 2006, a reversal of the $338,891 net loss reported
in the same period ended Dec. 31, 2005, mainly due to increased
revenues and lower overall costs and expenses.

Revenues increased 32% from $1.1 million for the quarter ended
Dec. 31, 2005 to $1.4 million for the quarter ended Dec. 31, 2006.
This increase was caused primarily by the increase in revenues
associated with the New York City Department of Environmental
Engineering (NYDEP) project.

Total costs and expenses for the quarter ended Dec. 31, 2006,
amounted to $1.3 million, a decrease from the $1.4 million
reported for the quarter ended Dec. 31, 2005.  This 6% decrease is
primarily due to more efficient utilization of resources and
reduced management costs associated with revenue generation.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?2323

                       Going Concern Doubt

Sherb & Co. LLP, in Boca Raton, Fla., expressed substantial doubt
about PlanGraphics Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the years ended Sept. 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses, negative working
capital position and stockholders' deficit.

                     About PlanGraphics Inc.

Headquartered in Frankfort, Kentucky, PlanGraphics Inc.
(Other OTC: PGRA.PK) -- http://www.plangraphics.com/-- is a full  
life-cycle systems integration and implementation firm providing a
broad range of services in the design and implementation of
information technology in the public and commercial sectors.


PLAYTEX PRODUCTS: Earns $15.6 Million in Quarter Ended June 30
--------------------------------------------------------------
Playtex Products Inc. reported net income of $15.6 million in the
three months ended June 30, 2007, up approximately 50% from the
comparable prior period when net income was $10.3 million.

Excluding charges and gains, second quarter 2007 net income was
$16.6 million, versus $11.0 million in the second quarter of
2006.

Net sales were up 31% in the second quarter of 2007 to
$235.7 million, versus $180.3 million in the comparable prior year
quarter.  Excluding the impact of the Hawaiian Tropic acquisition,
which closed on April 18, 2007, net sales grew 13% in the quarter
versus the prior year.

In the first half of 2007, net sales were up 17% to
$416.5 million, versus $356.3 million in the first half of 2006.
Net sales growth, excluding the impact of the Hawaiian Tropic
acquisition, was 8% in the first half of 2007 versus the
comparable prior year period.

In the first half of 2007, net income as reported was
$28.5 million, versus the comparable prior year period when net
income was $19.7 million.  Excluding charges and gains, the first
half of 2007 net income was $29.4 million, versus $23.1 million in
the first half of 2006.

Neil P. DeFeo, chairman, president and chief executive officer of
Playtex, stated, "We are pleased with the second quarter and year-
to-date results.  The second quarter was the 14th consecutive
quarter of year-over-year net sales growth.  Moreover, we are on
target to meet the guidance we gave for the full year.  Our new
products have performed well this year, enabling us to grow our
business."

Gross profit margins as reported were 52.4% for the second quarter
of 2007 versus 54.0% in the second quarter of 2006.  Excluding the
impact of the Hawaiian Tropic inventory step-up resulting from
purchase accounting, gross profit margins were 53.0% for the
second quarter of 2007 - down approximately 100 basis points from
the comparable prior year period.  This margin decline, as
anticipated, was due to the impact of the lower margin Hawaiian
Tropic sales, including the private label business.

Total company operating income was $39.5 million in the second
quarter of 2007, up 24% versus the comparable prior year period.
Total operating income, excluding charges and gains, was
$40.9 million in the second quarter of 2007, up 28% versus the
comparable prior year period.

In the first half of 2007, total company operating income was
$72.8 million, up 9% versus the comparable prior year period.
Total operating income, excluding charges and gains, was
$74.3 million in the first half of 2007, up 12% versus the
comparable prior year period.

Interest expense declined by $1.0 million in the first half of
2007, but increased by $400,000 million in the second quarter of
2007, versus the comparable prior year periods, as a result of
financing costs associated with the Hawaiian Tropic acquisition in
the second quarter of 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$1.11 billion in total assets, $932.3 million in total
liabilities, and $177.7 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?2317

                      About Playtex Products

Headquartered in Westport, Connecticut, Playtex Products Inc.
(NYSE: PYX) -- http://www.playtexproducts.com/--  is a   
manufacturer and distributor of a diversified portfolio of Skin
Care, Feminine Care, and Infant Care products, including Banana
Boat, Hawaiian Tropic, Wet Ones, Playtex gloves, Playtex tampons,
Playtex infant feeding products, and Diaper Genie.

                          *     *     *  

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 the company's
'B2' corporate family rating.

The review was prompted by the company's announcement that it
signed a definitive agreement by which Energizer Holdings Inc.
will acquire PYX in an all-cash transaction valued at about
$1.9 billion, including the assumption of debt, about
$700 million.  The transaction remains subject to governmental and
regulatory approvals as well as approval of the shareholders of
PYX, and is expected to close in the fall of 2007.  LGD
assessments are also subject to change.


PUERTO RICO CONSERVATION: Moody's Holds Secured Notes' B2 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: Completes Merger Acquisition of InfraSource
------------------------------------------------------------
Quanta Services, Inc. completed its acquisition of InfraSource
Services, Inc.  Pursuant to the terms and conditions of the
Agreement and Plan of Merger, among Quanta, InfraSource, and
Quanta MS Acquisition, Inc., a Delaware corporation and a wholly
owned subsidiary of Quanta, dated March 18, 2007, Merger Sub was
merged with and into InfraSource, with InfraSource surviving the
merger and becoming a wholly owned subsidiary of Quanta.

Pursuant to the merger agreement, Quanta issued to InfraSource's
stockholders 1.223 shares of its common stock for each share of
InfraSource common stock, or a total of about 50.2 million shares
of Quanta common stock.

As of Aug. 30, 2007, Quanta's stockholders and InfraSource's
stockholders hold aboiut 75% and 25%, respectively, of the
combined company's common stock outstanding on a fully diluted
basis.

In connection with the acquisition of InfraSource and the
assignment and assumption agreement, Quanta assumed all rights and
obligations of the 2003 Plan and the 2004 Plan.  The 2003 Plan was
previously terminated by InfraSource and accordingly no further
awards have been made since termination under the 2003 Plan.
Quanta terminated the 2004 Plan effective as of August 30, 2007
and no further awards will be made pursuant to the 2004 Plan.

                     Appointment of Directors

In connection with the Merger, the Board of Directors of Quanta  
has appointed three former directors of InfraSource, David R.
Helwig, J. Michal Conaway and Frederick W. Buckman, as members of
the Board, effective Aug. 30, 2007.

Messrs. Conaway and Buckman are "independent" directors within the
meaning of the NYSE’s corporate governance listing standards.  
Each director will serve until the date of Quanta's 2008 annual
meeting of stockholders or until his earlier resignation or
removal.

As a result of the appointment, the total number of directors on
the Board has increased to fourteen directors, of whom nine are
classified as "independent."  Upon joining the Board, Messrs.
Helwig, Conaway and Buckman are not expected to serve on any of
the independent committees of the Board.

Frederick W. Buckman, age 61, has been a member of the Board since
Aug. 30, 2007.  He has served as President of Frederick Buckman,
Inc., a consulting firm, since 1998.  He served as Chairman and
Chief Executive Officer of Trans-Elect, Inc., an independent
electric transmission company, from 1999 until April 2005.  Mr.
Buckman serves as a director of StanCorp Financial Group, Inc.,
MMC Energy, Inc. and Terra Systems, Inc., and previously served as
a director of InfraSource. Mr. Buckman holds a doctorate in
Nuclear Engineering degree.

J. Michal Conaway, age 58, has been a member of the Board since
Aug. 30, 2007.  He has served as the Chief Executive Officer of
Peregrine Group, LLC, an executive consulting firm, since 2002.  
Prior to 2000, Mr. Conaway held various management and executive
positions, including serving as Chief Financial Officer of Fluor
Corporation, an engineering, procurement, construction and
maintenance services provider. He previously served as a director
of InfraSource.  Mr. Conaway holds an M.B.A. degree and is a
Certified Public Accountant.

David R. Helwig, age 56, has been a member of the Board since
Aug. 30, 2007.  He has served as President of Helwig Consulting
Services, LLC, a general business consulting firm, since August
2007.  He served as Chairman of the Board, Chief Executive
Officer, Chief Operating Officer and President of InfraSource,
from September 2003 until August 2007, as President and as Chief
Operating Officer of InfraSource Incorporated, a transmission and
distribution infrastructure services provider and predecessor to
InfraSource, from April 2002 until September 2003, and as
Executive Vice President of Commonwealth Edison, an electric
utility, from October 2000 until April 2002.  Mr. Helwig holds a
Master of Science in Mechanical Engineering degree.

The appointed directors will be compensated for their services on
the Board in the same manner as the other Board members.  If the
director voluntarily resigns or is asked to resign, or is removed
for cause prior to vesting, all unvested shares of restricted
stock will be forfeited.

                  Mr. Helwig Voluntarily Resigns

However, Mr. Helwig terminated his employment with InfraSource on
Aug. 30, 2007, effective upon consummation of the Merger.  
Pursuant to his Amended and Restated Management Agreement with
InfraSource, he will receive severance payments and accelerated
vesting of his existing equity awards free of forfeiture
restrictions.  Mr. Helwig's severance will be paid in a lump sum
equal to an amount in the aggregate of two times the sum of Mr.
Helwig's base salary and target bonus for 2007.  Mr. Helwig will
receive a prorated bonus for the portion of his employment in
2007.  Mr. Helwig will also continue to receive health insurance
benefits for not more than 24-four months following the
termination.  Mr. Helwig will receive about $8,111,161 as
compensation under his Management Agreement, consisting of
severance, prorated bonus, the value attributable to health
insurance benefits and the value attributable to the acceleration
of unvested equity awards.

                   About InfraSource Services

Headquartered in Media, Pennsylvania, InfraSource Services Inc.
(NYSE:IFS) - http://www.infrasourceinc.com/-- is a specialty
contractor servicing electric, natural gas and telecommunications
infrastructure in the United States.  InfraSource designs, builds,
and maintains transmission and distribution networks for
utilities, power producers, and industrial customers.

                         Quanta Services

Headquartered in Houston, Texas, Quanta Services, Inc. (NYSE:PWR)
-- http://www.quantaservices.com/-- provides specialized   
contracting services, delivering end-to-end network solutions for
electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2007,
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.


QUANTA SERVICES: Inks Amendment to Credit Agreement
---------------------------------------------------
Quanta Services, Inc. entered into a First Amendment to an Amended
and Restated Credit Agreement dated June 12, 2006, among Quanta
Services, Inc. as borrower, its subsidiaries as guarantors, Bank
of America, N.A. as Administrative Agent, Swing Line Lender and
L/C Issuer, and the Lenders.  The first amendment to the  credit
agreement has an effective date of Aug. 30, 2007.

The first amendment to the credit agreement was in connection with
the consummation of the Merger with InfraSource Services, Inc.,
amending, among other terms, the timing of:

   (a) the requirement of Quanta and its subsidiaries to pledge
       certain regulated assets acquired in the Merger; and

   (b) the requirement of Quanta's regulated subsidiaries acquired
       in the Merger to become guarantors under the credit
       agreement.

Additionally, the first amendment to the credit agreement provided
an exception to the pledge of certain licenses, added certain
security interests as permitted liens, added certain surety bonds
acquired in the Merger as permitted indebtedness and added the
sale of certain assets as a permitted disposition.

Quanta and its subsidiaries entered into the first amendment to
the amended and restated pledge agreement in connection with the
first amendment to the credit agreement.

Following the consummation of the Merger, Quanta will pledge the
stock and assets of InfraSource and its subsidiaries pursuant to
the terms of the credit agreement as amended by the first
amendment to the credit agreement.

              Quanta Assumes InfraSource's Stock Plan

In connection with the acquisition of InfraSource, Quanta entered
into an assignment and assumption agreement with InfraSource dated
Aug. 30, 2007.

Pursuant to the assignment and assumption agreement, Quanta
assumed all rights and obligations under InfraSource's 2003
Omnibus Stock Incentive Plan and InfraSource's 2004 Omnibus Stock
Incentive Plan, in each case as amended.

Effective Aug. 30, 2007, each of the 2003 Plan and the 2004 Plan
was renamed the Quanta Services, Inc. 2003 Omnibus Stock Incentive
Plan and the Quanta Services, Inc. 2004 Omnibus Stock Incentive
Plan, respectively.

                   About InfraSource Services

Headquartered in Media, Pennsylvania, InfraSource Services, Inc.
(NYSE: IFS) - http://www.infrasourceinc.com/-- is a specialty
contractor servicing electric, natural gas and telecommunications
infrastructure in the United States.  InfraSource designs, builds,
and maintains transmission and distribution networks for
utilities, power producers, and industrial customers.

                      About Quanta Services

Headquartered in Houston, Texas, Quanta Services, Inc. (NYSE: PWR)
-- http://www.quantaservices.com/-- provides specialized   
contracting services, delivering end-to-end network solutions for
electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2007,
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.


QPC LASERS: June 30 Balance Sheet Upside-Down by $4.5 Million
-------------------------------------------------------------
QPC Lasers Inc. reported total assets of $17.6 million and total
liabilities of $22.1 million at June 30, 2007, resulting in a
$4.5 million total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $13.8 million in total current
assets available to pay $15.0 million in total current
liabilities.

The company reported a net loss of $1.2 million in the second
quarter ended June 30, 2007, a decrease from the $4.4 million net
loss reported in the same period last year, mainly due to
increased revenues, a decrease in operating expenses and an
increase in other income less other expenses.

Revenues rose 216% to $1.8 million from $577,346.  This increase
is attributable to an increase in both commercial sales and
government contracts.  

Research and development costs fell to $1.06 million from
$1.13 million, mainly attributable to the shift of some of the
company's resources from development resources to manufacturing as
a result of increased orders for its products.

General and administrative expenses decreased to $1.4 million as
compared to $2.5 million, mainly due to $1.5 million of non-cash
investor relations expense for the issuance of common stock that
occurred in the quarter ended June 30, 2006.

Other income and expense reflects the significant impact on the
company's statement of operations of the transactions undertaken
in connection with the sale of the secured debentures in April and
May 2007.  In those transactions, the company sold secured
debentures and warrants.  The conversion feature and detached
warrants have been bifurcated and are treated as embedded
derivatives.

As of the date of issuance, the value of such embedded derivative
liabilities aggregated approximated $33.1 million.  However,
because the price of the company's  common stock was lower on
June 30, 2007, than it was on the dates that the secured
debentures and warrants were issued, the fair value of the
embedded derivative liability declined by approximately
$20.1 million which is treated as other income.

Other income also includes $46,233 of interest income during the
three months ended June 30, 2007, compared to interest income of
$6,463 during the three months ended June 30, 2006.

Other income is offset by interest expense of $2.0 million and
$550,382 for the three months ended June 30, 2007, and June 30,
2006, respectively.  Interest expense includes non-cash interest
for the amortization of loan discount which was $1.5 million for
the second quarter of 2007 compared to $240,221 for the second
quarter of 2006.  This increase in loan discount amortization is
due to the amortization of loan discount for the secured
debentures which totalled $1.3 million for the three months ended
June 30, 2007.

Other income is also offset by the placement costs associated with
the sale of the secured debentures and warrants.  Placement costs
of $17.7 million are included in other expense for the three
months ended June 30, 2007, which includes $2.2 million for the
value of warrants and shares of common stock issued to placement
agents, and $14.3 million for the value of the conversion feature
and warrants issued to investors in the secured debentures, and
approximately $1.2 million fees paid to placement agents, finders
and advisors.

                       Going Concern Doubt

Weinberg and Company P.A., in Los Angeles, expressed substantial
doubt about QPC Lasers' 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 reported that the
company incurred a net loss of $18.7 million and used $8.2 million  
of cash in operations for the year ended Dec. 31, 2006, and had a
stockholders' deficiency of $1.2 million as of Dec. 31, 2006.

During the six months ended June 30, 2007, the company had a net
loss of $3.6 million and utilized cash of $4.8 million in
operating activities.  At June 30, 2007 the company had a
stockholders' deficiency of $4.5 million.

                        About QPC Lasers

Headquartered in Sylmar, Calif., QPC Lasers Inc. (OTC BB: QPC.OB)
-- http://www.QPClasers.com/-- is engaged in the development and  
commercialization of high-brightness, high-power semiconductor
lasers for the defense, homeland security, industrial, and medical
markets.  Founded in the year 2000, QPC is vertically integrated
from epitaxy through packaging and performs all critical
fabrication processes at its state-of-the-art high-technology
facility in the Los Angeles suburb of Sylmar, California.


RENAISSANCE: Fitch Downgrades Ratings on $35 Million Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Renaissance
mortgage pass-through certificates.

Affirmations total $2.6 billion and downgrades total $35 million.
Break Loss percentages (BL) and Loss Coverage Ratios (LCR) for
each class are included with the rating actions:

Renaissance HELT 2005-4

    -- $1.24 billion class A affirmed at 'AAA' (BL: 35.47,
       LCR: 4.41);

    -- $28.8 million class M-1 affirmed at 'AA+' (BL: 30.97,
       LCR: 3.85);

    -- $25.8 million class M-2 affirmed at 'AA+' (BL: 26.29,
       LCR: 3.27);

    -- $17 million class M-3 affirmed at 'AA' (BL: 23.20,
       LCR: 2.88);

    -- $13.5 million class M-4 affirmed at 'AA-' (BL: 20.74,
       LCR: 2.58);

    -- $13.5 million class M-5 affirmed at 'A+' (BL: 18.29,
       LCR: 2.27);

    -- $11.8 million class M-6 affirmed at 'A' (BL: 16.17,
       LCR: 2.01);

    -- $10.9 million class M-7 affirmed at 'BBB+' (BL: 14.27,
       LCR: 1.77);

    -- $8.3 million class M-8 affirmed at 'BBB' (BL: 12.01,
       LCR: 1.49);

    -- $8.7 million class M-9 affirmed at 'BBB' (BL: 10.53,
       LCR: 1.31);

    -- $8.7 million class M-10 affirmed at 'BBB-' (BL: 9.46,
       LCR: 1.18).

Deal Summary

    -- Originators: 100% Delta Funding Corp.;
    -- 60+ day Delinquency: 14.10%;
    -- Realized Losses to date (% of Original Balance): 0.12%;
    -- Expected Remaining Losses (% of Current Balance): 8.04%;
    -- Cumulative Expected Losses (% of Original Balance): 5.28%.

Renaissance HELT 2006-1

    -- $433.6 million class A affirmed at 'AAA' (BL: 33.23,
       LCR: 3.94);

    -- $30.1 million class M-1 affirmed at 'AA+' (BL: 27.78,
       LCR: 3.29);

    -- $24.9 million class M-2 affirmed at 'AA' (BL: 23.68,
       LCR: 2.81);

    -- $15.3 million class M-3 affirmed at 'AA-' (BL: 21.16,
       LCR: 2.51);

    -- $13.9 million class M-4 affirmed at 'A+' (BL: 18.86,
       LCR: 2.23);

    -- $12.2 million class M-5 affirmed at 'A' (BL: 16.86,
       LCR: 2.0);

    -- $10.9 million class M-6 affirmed at 'A-' (BL: 15.04,
       LCR: 1.78);

    -- $10 million class M-7 affirmed at 'BBB+' (BL: 13.35,
       LCR: 1.58);

    -- $6.1 million class M-8 affirmed at 'BBB' (BL: 12.31,
       LCR: 1.46);

    -- $8.7 million class M-9 affirmed at 'BBB-' (BL: 9.71,
       LCR: 1.15);

    -- $5.2 million class M-10 affirmed at 'BBB-' (BL: 9.25,
       LCR: 1.10).

Deal Summary

    -- Originators: 100% Delta Funding Corp.;
    -- 60+ day Delinquency: 13.51%;
    -- Realized Losses to date (% of Original Balance): 0.12%;
    -- Expected Remaining Losses (% of Current Balance): 8.44%;
    -- Cumulative Expected Losses (% of Original Balance): 5.89%.

Renaissance HELT 2006-3

    -- $555.5 million class A affirmed at 'AAA' (BL: 28.84,
       LCR: 2.89);

    -- $25.9 million class M-1 affirmed at 'AA+' (BL: 24.68,
       LCR: 2.47);

    -- $24.3 million class M-2 affirmed at 'AA' (BL: 21.10,
       LCR: 2.11);

    -- $14.4 million class M-3 affirmed at 'AA-' (BL: 18.94,
       LCR: 1.9);

    -- $14 million class M-4 affirmed at 'A+' (BL: 16.81,
       LCR: 1.68);

    -- $11.9 million class M-5 affirmed at 'A' (BL: 14.97,
       LCR: 1.5);

    -- $10.3 million class M-6 downgraded to 'BBB+' from 'A-'
       (BL: 13.33, LCR: 1.34);

    -- $9 million class M-7 downgraded to 'BBB-' from 'BBB+'
       (BL: 11.86, LCR: 1.19);

    -- $8.2 million class M-8 downgraded to 'BB+' from 'BBB'
       (BL: 10.58, LCR: 1.06);

    -- $7.4 million class M-9 downgraded to 'BB' from 'BBB-'
      (BL: 9.64, LCR: 0.97).

Deal Summary

    -- Originators: 100% Delta Funding Corp.;
    -- 60+ day Delinquency: 11.28%;
    -- Realized Losses to date (% of Original Balance): 0.01%;
    -- Expected Remaining Losses (% of Current Balance): 9.98%;
    -- Cumulative Expected Losses (% of Original Balance): 8.56%.

Series 2006-1 and 2006-3 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.


ROBERTO AMAYA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Roberto V. Amaya
         Elizabeth G. Amaya
         2615 Monticello Court
         San Antonio, TX 78223

Bankruptcy Case No.: 07-52331

Chapter 11 Petition Date: September 5, 2007

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtors' Counsel: R. Glen Ayers, Jr., Esq.
                  Langley and Banack, Inc.
                  Trinity Plaza II
                  745 East Mulberry, 9th Floor
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' List of its 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Leroy & Maria McDaniel         Business Debt              $250,000
c/o John A. Sixta, Jr.
555 North Caranchaua Street
Suite 850
Corpus Christi, TX 78478

American Express               Credit Card Purchases        $8,489
P.O. Box 297871
Fort Lauderdale, FL 33329

Internal Revenue Service       1040 Taxes                   $8,427
300 East 8th Street
P.O. Box 250, STOP 5022 AUS.
Austin, TX 78701

Conseco Financial              Credit Card Purchases        $5,053

Cavalry Investments            Credit Card Purchases        $5,053

Cavalry Portfolio              Credit Card                  $5,052
Services, LLC

Emerge                         Credit Card Purchases        $5,045

CitiFinancial                  Credit Card Purchases        $4,248

Security Service FCU           Loan                         $2,407

AAC                            Credit Card Purchases        $2,169

Arrow Financial                Credit Card Purchases        $1,888

Capital One Bank - Glen Allen  Credit Card Purchases        $1,575

Capital One Bank - Richmond    Credit Card Purchases        $1,260

LVNV Funding                   Collection - Best Buy        $1,085

GEMB/Dillard                   Credit Card Purchases          $938

Conn's Appliance               Credit Card Purchases          $650

Washington Mutual              Credit Card Purchases          $570

Verizon Wireless               Goods and Services             $308

American Express               Credit Card Purchases          $299

Debra Lopez                    Security Deposit               $200


ROO GROUP: Posts $7.4 Million Net Loss in Quarter Ended June 30
---------------------------------------------------------------
ROO incurred a net loss of approximately $7.4 million in the
second quarter of 2007, including $1.2 million of non-cash related
items.  This compares to a net loss of $3.2 million for three
months ended June 30, 2006, including $700,000 of non-cash related
items.  

The company reported consolidated revenues of $3.6 million for the
quarter, an increase of 78% compared to consolidated revenues of
$2.0 million for the second quarter ended June 30, 2006.

As of June 30, 2007, the company had a cash and cash equivalents
balance of approximately $23.8 million.

"During the second quarter, we continued to build on our core
features in our ROO VX platform, enabling greater automation,
which facilitated a large number of video player deployments,"
said Robert Petty, chairman and chief executive officer.  

"The number of ROO video players deployed grew from approximately
400 at the beginning of the quarter to 880, with another 350 in
the pipeline.  In addition, just after the close of the quarter,
we completed our acquisition of certain Wurld Media assets, which
enable us to offer a hybrid streaming P2P platform that will
provide enterprise businesses with a stronger, more robust
solution for the delivery of online video and targeted advertising
solutions."

During the second quarter, revenues in the Online Digital Media
segment were $2.2 million, an increase of 146% compared to
revenues of $900,000 for the second quarter ended June 30, 2006.
Revenues in the Advertising Agency segment were $1.3 million for
the second quarter, an increase of 22% compared to revenues of
$1.1 million for the second quarter of 2006.

Mr. Petty continued, "At the Advertising Agency segment, our
performance was stronger than expected due to increased customer
activity."

On July 19, 2007, ROO announced the completion of its acquisition
of strategic P2P assets of Wurld Media, a leading peer-to-peer
(P2P) distribution company, for total consideration of
$4.3 million.  The addition of P2P technology enables ROO to
deliver cost effective, high quality video and digital media to
the computer as well as respond to market trends and emerging
devices, such as IPTV.

At June 30, 2007, the company's consolidated balance sheet showed
$34.1 million in total assets, $5.6 million in total liabilities,
and $28.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?231e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2007,
Moore Stephens PC expressed substantial doubt about ROO Group
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 recurring losses and negative cash flows from
operations.

                        About ROO Group

Headquartered in New York, ROO Group Inc. (OTC BB: RGRP) --
http://www.roo.com/-- is a global provider of digital media  
solutions and advercasting technology that enables the activation,
marketing and distribution of digital media video content over the
Internet and emerging broadcasting platforms such as set top boxes
and mobile communication devices.   ROO was founded in 2001 and
went public in 2003.  ROO has over 100 employees with worldwide
operations in New York, Los Angeles, London and Australia.


SALOMON BROTHERS: Fitch Cuts Ratings on Class M-2 & M-3 Certs.
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Salomon
Brothers Mortgage Securities VII, Inc. mortgage pass-through
certificates:

Series 2002-WMC2

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 downgraded to 'B' from 'BBB-';
    -- Class M-3 downgraded to 'B' from 'BB'.

The affirmations, affecting approximately $18 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $2 million of the outstanding certificates, reflect
deterioration in the relationship between credit enhancement and
expected losses.

Series 2002-WMC2, classes M-2 and M-3 are downgraded because
losses have exceeded excess spread for the 10 of the last 12
months and, as a result, eroded the overcollateralization below
target.  As of the August 2007 remittance date, the OC is $1.1
million below the target of $2.4 million.  The OC as a percent of
the current balance is 6.30% ($1.3 million).  The cumulative loss
as a percentage of the original collateral balance is 2.35% and
the 60+ delinquency (including bankruptcy, foreclosure, and real
estate-owned) as a percentage of the current collateral balance is
35.4%.  Losses are expected to continue to exceed excess spread.

The collateral of the above transaction consists of fixed-rate and
adjustable-rate first lien and second lien mortgage loans extended
to subprime borrowers.  The loans were originated by WMC Mortgage
Corporation and are serviced by Litton Loan Servicing, LP (rated
'RPS1' by Fitch).

As of the August 2007 distribution date, series 2002-WMC2 has a
pool factor (loan principal outstanding as a percentage of the
loan principal at closing) of 4% and is seasoned 59 months.


SALOMON BROTHERS: Fitch Holds BB- Rating on Class L Certificates
----------------------------------------------------------------
Fitch has affirmed these Salomon Brothers Mortgage Securities VII,
Inc.'s commercial mortgage pass-through certificates, series 2000-
NL1:

    -- Interest-only class X at 'AAA';
    -- $2.7 million class J at 'AAA';
    -- $8.4 million class K at 'AA';
    -- $3.3 million class L at 'BB-'.

Fitch does not rate the $3.0 million class M certificates.  
Classes A-1, A-2, B, C, D, E, F, G and H have been paid in full.

Although credit enhancement levels have increased since Fitch's
last rating action, affirmations are warranted due to increasing
loan concentration.  As of the August 2007 distribution date, the
pool's aggregate certificate balance has decreased 94.8% to $17.3
million from $334.2 million at issuance.

Currently there are nine loans remaining in the pool, including
two defeased loans (37.9%), compared to a total of seventy at
issuance.  There are no delinquent or specially serviced loans.

None of the loans have lockout provisions, and, as such, the deal
is expected to continue to pay down.  Currently, 91.7% matures in
2008.


SANMINA-SCI CORP: Obtains Lenders' Consent on Inter-Company Loans
-----------------------------------------------------------------
Sanmina-SCI Corporation obtained a consent from lenders under its
Amended and Restated Credit and Guaranty Agreement, dated Dec. 16,
2005.

The amended credit agreement is with respect to certain
transactions the company and its subsidiaries propose to undertake
in connection with the rationalization of inter-company loans.

Under the consent, the lenders party to the agreement gave their
consent to the company and its subsidiaries assigning inter-
company loans and making equity investments within the corporate
group up to specified thresholds.

                         About Sanmina-SCI

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is a   
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico and Singapore, among others.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Moody's Investors Service placed the ratings of Sanmina-SCI
Corporation on review for possible downgrade based on the
company's continued poor operating results, which reflect weak
demand from OEMs and operational inefficiencies in the components
business.  The ratings under review for possible downgrade
include: Ba3 Corporate Family Rating; Ba3 rating on $300 million
floating rate notes due 2010; Ba3 rating on $300 million floating
rate notes due 2014; B2 rating on $400 million senior subordinated
notes due 2013; B2 rating on $600 million senior subordinated
notes due 2016; and SGL -- 2 Speculative Grade Liquidity Rating.


SANMINA-SCI CORP: Names Joseph Bronson as President and COO
-----------------------------------------------------------
Sanmina-SCI Corporation elected Joseph R. Bronson President and
COO and Director.  As President and COO, Mr. Bronson will be
responsible for the company's business execution, financial and
operational performance, and the overall business development and
growth strategy.

Mr. Bronson most recently served as President and Director of
FormFactor, Inc., a manufacturer of high performance advanced
semiconductor wafer probe cards.  

Mr. Bronson also spent 20 years at Applied Materials in senior
level operations management positions concluding with Executive
Vice President and Chief Financial Officer of the company.  In
addition to his role as Chief Financial Officer, he was
responsible for the company's global quality function, information
technology, real estate, environmental health and safety systems
and corporate communications.

"We are extremely pleased to have Joe Bronson join Sanmina-SCI's
management team and Board of Directors.  [Mr. Bronson]'s expertise
and diverse backgrounds in high-end technology, financial
discipline, and operations management will be invaluable to the
strategic direction of the company," stated Jure Sola, Chairman
and Chief Executive Officer of Sanmina-SCI Corporation.

              Joseph G. Licata, Jr. as New Director

On the same date, Sanmina-SCI appointed Joseph G. Licata Jr. to
the company's Board of Directors effective Aug. 20, 2007.  
Mr. Licata will also serve as a member of the Compensation
Committee.  

Mr. Licata meets the independent director requirements as
defined by NASDAQ and Institutional Shareholder Services.

Mr. Licata is an industry leader with over 25 years of cross-
functional high-end technology experience and currently serves
as President and Chief Executive Officer of SER Solutions, Inc.,
a global leader of call management & speech analytics solutions.   
Mr. Licata also served as President of Siemens Enterprise
Networks, LLC and held executive positions at IBM and ROLM
Corporation.  He currently sits on the Board of Advisors of
Dave.TV, a broadcast media software company, and is on the
Advisory Board at Georgia Tech University.  Mr. Licata earned a
B.S. in Management Information Systems from Florida State
University and resides in Duluth, Georgia.

"We are fortunate to have someone of Joe's caliber join our
board of directors.  His unique insight and experience will add
significant value to this organization," stated Jure Sola,
Chairman and Chief Executive Officer of Sanmina-SCI Corp.

                        About Sanmina-SCI

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is a   
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico and Singapore, among others.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Moody's Investors Service placed the ratings of Sanmina-SCI
Corporation on review for possible downgrade based on the
company's continued poor operating results, which reflect weak
demand from OEMs and operational inefficiencies in the components
business.  The ratings under review for possible downgrade
include: Ba3 Corporate Family Rating; Ba3 rating on $300 million
floating rate notes due 2010; Ba3 rating on $300 million floating
rate notes due 2014; B2 rating on $400 million senior subordinated
notes due 2013; B2 rating on $600 million senior subordinated
notes due 2016; and SGL -- 2 Speculative Grade Liquidity Rating.


SANMINA-SCI CORP: Posts $27.6 Mil. Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Sanmina-SCI Corporation incurred net loss of $27.6 million on net
sales of $2.5 billion for the three months ended June 30, 2007, as
compared with a net loss of $54.8 million on net sales of
$2.7 billion for the three months ended July 1, 2006.

The company had a net loss of $25.5 million on net sales of
$7.9 billion for the first half of 2007, as compared with a net
loss of $113.5 million on net sales of $8.2 billion for the first
half of 2006.

As of June 30, 2007, the company's balance sheet showed total
assets of $5.8 billion, total liabilities of $3.5 billion, and
total stockholders' equity of $2.3 billion.

                  Liquidity and Capital Resources

Cash and cash equivalents were $802.7 million at June 30, 2007,
and $505.6 million at Sept. 30, 2006, including restricted cash of
$22.2 million and $13.8 million at June 30, 2007, and Sept. 30,
2006, respectively.

On June 12, 2007, the company issued $300 million aggregate
principal amount of Senior Floating Rate Notes due 2010 and
$300 million aggregate principal amount of Senior Floating Rate
Notes due 2014.  The Notes accrue interest at a rate per annum,
reset quarterly, equal to three-month LIBOR plus 2.75%, which is
payable in cash quarterly in arrears on March 15, June 15,
September 15 and December 15, beginning on Sept. 15, 2007.  The
2010 Notes will mature on June 15, 2010 and the 2014 Notes will
mature on June 15, 2014.

The company incurred debt issuance costs of $12 million which were
included in prepaid expenses and other current assets and other
non-current assets and amortized over the life of the debt as
interest expense.

The Notes are senior unsecured obligations and rank equal in right
of payment with all of the company's existing and future senior
unsecured debt.

A full-text copy of the company's quarterly report is available
for free at http://ResearchArchives.com/t/s?231f

                        About Sanmina-SCI

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is a   
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico and Singapore, among others.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Moody's Investors Service placed the ratings of Sanmina-SCI
Corporation on review for possible downgrade based on the
company's continued poor operating results, which reflect weak
demand from OEMs and operational inefficiencies in the components
business.  The ratings under review for possible downgrade
include: Ba3 Corporate Family Rating; Ba3 rating on $300 million
floating rate notes due 2010; Ba3 rating on $300 million floating
rate notes due 2014; B2 rating on $400 million senior subordinated
notes due 2013; B2 rating on $600 million senior subordinated
notes due 2016; and SGL -- 2 Speculative Grade Liquidity Rating.


SCOTT BOULEVARD: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Scott Boulevard Development, LLC
        1754 Junction Avenue, Suite E
        San Jose, CA 95112

Bankruptcy Case No.: 07-52767

Chapter 11 Petition Date: September 5, 2007

Court: Northern District of California (San Jose)

Debtor's Counsel: Charles B. Greene, Esq.
                  Law Offices of Charles B. Greene
                  84 West Santa Clara Street, Suite 770
                  San Jose, CA 95113
                  Tel: (408) 279-3518

Total Assets: $6,000,100

Total Debts:  $4,903,948

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                   Nature of Claim           Claim Amount
   ------                   ---------------           ------------
Cupertino Capital           18655 Castle Lake             $850,000
15700 Winchester Boulevard  Drive, Morgan Hill, CA        Secured:
Los Gatos, CA               20601 Via Santa             $2,150,000
                            Teresa Way, San Jose, CA    Unsecured:
                            single family residence     $1,400,000

Granite Rock Co.            Trade Debt                     $53,948
c/o Thomas H. Squeri, Esq.
P.O. Box 50001
Watsonville, CA 95077


SECUNDA INTERNATIONAL: S&P Withdraws B- Ratings After Asset Sale
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' long-term
corporate credit rating on Nova Scotia-based Secunda International
Ltd.  At the same time, S&P withdrew its 'B-' rating on Secunda's
$125 million senior secured floating rate notes due 2012,
following the full redemption of the notes Sept. 4, 2007.  S&P
placed the ratings on CreditWatch with positive implications June
4, 2007.  S&P did not resolve the CreditWatch placement before the
ratings withdrawal, as the company's operations, which underpinned
the 'B-' corporate credit rating, no longer exist.  Furthermore,
S&P does not have sufficient information to adequately assess
Secunda's credit profile following the asset sale.

Standard & Poor's is withdrawing its ratings on Secunda at the
company's request, following the completion of the acquisition of
substantially all of its assets, including 14 vessels, by an
affiliate of the McDermott International Inc. (BB/Stable/--)
subsidiary, J. Ray McDermott S.A. (BB/Stable/--).


SIERRA HEALTH: Completes Required Regulatory Merger Approvals
-------------------------------------------------------------
The California Department of Insurance has granted approval of  
UnitedHealth Group Inc. and Sierra Health Services Inc.'s merger.

With this announcement, recent approval from the Nevada Division
of Insurance and the consent of the Arizona Department of
Insurance, UnitedHealth Group and Sierra have received all
necessary state regulatory reviews and approvals to complete the
merger.

The companies continue to work with the Department of Justice to
receive final regulatory approval.

The transaction is expected to be completed by the end of 2007.

                     About UnitedHealth Group

Headquartered in Minneapolis, Minn., UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- is a     
diversified health and well-being company which offers offers a
broad spectrum of products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,
Specialized Care Services and Ingenix.  Through its family of
businesses, UnitedHealth Group serves approximately 70 million
individuals nationwide.

                       About Sierra Health

Headquartered in Las Vegas, Sierra Health Services Inc.
(NYSE: SIE) -- http://www.sierrahealth.com/ -- is a diversified  
healthcare services company that operates health maintenance
organizations, indemnity insurers, preferred provider
organizations, prescription drug plans and multi-specialty medical
groups.  Sierra's subsidiaries serve over 860,000 people through
health benefit plans for employers, government programs and
individuals.


SIERRA HEALTH: S&P Says Ratings Remain on Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+'
counterparty credit rating on Sierra Health Services Inc.
(NYSE:SIE) remains on CreditWatch with positive implications,
where it was placed on March 12, 2007.

On March 12, 2007, UnitedHealth Group Inc. (NYSE:UNH; A/Stable/A-
1) announced its plans to acquire Sierra for $2.6 billion in an
all-cash deal.  "We continue to view this deal as beneficial to
Sierra because Sierra will become part of a significantly larger
enterprise with a much stronger business and financial profile,"
said Standard & Poor's credit analyst Joseph Marinucci.

The Nevada State Insurance Commissioner recently approved the
deal, but it is still subject to additional key regulatory
approvals.  The transaction is expected to close by the end of
2007.  Upon closing, S&P expects to raise the ratings on Sierra to
the same level as the counterparty credit rating on UnitedHealth,
reflecting its new legal status and the related financial support
of its parent organization.


SIX FLAGS: Fitch Holds B- Issuer Default Rating with Neg. Outlook
-----------------------------------------------------------------
Fitch has affirmed Six Flags Inc.'s (NYSE: SIX) ratings as:

Six Flags Theme Parks, Inc.

    -- Issuer Default Rating (IDR) 'B-';
    -- Bank credit facility 'BB-/RR1'.

Six Flags, Inc.

    -- Issuer Default Rating (IDR) 'B-';
    -- Senior unsecured notes 'CCC+/RR5';
    -- Preferred stock 'CCC-/RR6'.

Approximately $2.6 billion of debt (including $287.5 million of
preferred stock stated at liquidation value and treated as debt)
are affected by this action.  The Outlook is Negative.

Six Flags' ratings reflect the company's significant leverage and
its weak operating performance over the past several years.  The
company is still in the early stages of realizing benefits from
its strategy shift and portfolio-repositioning initiative.

Operations could be negatively affected by several factors that
are generally out of management's direct control -- namely,
weather and gasoline prices.  In addition, high-profile safety
problems can and have disrupted operations at important parks
during peak summer operating periods.  Future safety problems
could affect attendance or bring about enhanced regulatory
scrutiny and incremental costs.  In addition, the theme park
business would be adversely affected by a cyclical downturn.

Positively, Six Flags maintains a leading position as a regional
theme park operator with strong brand awareness.  Relatively high
barriers to entry, the geographic diversity of its parks, and the
cushion provided by its significant real estate holdings also
support the rating.  Parts of the company's portfolio could be
relatively easily separated and sold to generate cash to pay down
debt and potentially avoid or postpone severe financial distress.

The management team is pursuing several initiatives in an effort
to create more family-friendly destinations with a renewed
emphasis on multiple entertainment options that appeal to a broad
demographic, resulting in higher operating expenses offset by
lower capital spending.  The team has been successful in creating
sponsorship and marketing alliances which likely will provide
meaningful new ancillary revenue.  Fitch understands the strategic
rationale for these moves and believes these initiatives should
benefit the credit profile.  Recent performance has been promising
with attendance up 3% and per capita spending up 4%, for total
revenue up 8% in the first half of 2007.  However, with July and
August being its most active months, third-quarter results will be
important in gauging the materiality and sustainability of any
improvements.

Six Flags has historically operated with significant debt, and
leverage has remained high as a result of weak operating
performance.  The company has approximately $2.6 billion of total
debt, including $287.5 million in liquidation value of preferred
stock to which Fitch assigns no equity credit.  Six Flags'
leverage, as defined by debt to operating EBITDA, was 10.7 times
(x) for the latest 12 months (LTM) ended June 30, 2007.  Interest
coverage, as defined by operating EBITDA to interest expense, was
weak at 1.1x for the same period.

The company has redeployed cash from asset sales toward $85
million of debt repayment, on a $40 million acquisition of a stake
in Dick Clark Productions, Inc., and a $52 million purchase of the
20% share in Six Flags Discovery Kingdom that it did not own.  The
company has also retained a portion on its balance sheet in cash.  
Fitch expects the company to dedicate a portion of its cash
balance toward selective debt paydown in the second half of 2007
or early 2008 and retain the balance for working capital needs
through the seasonally low winter quarters.

Six Flags' liquidity is supported by $240 million in revolver
availability (after adjusting for $35 million in letters of credit
[LCs]) and $82 million in cash as of June 30, 2007.  The company's
near-term debt maturities are minimal until 2009.  In May 2007,
the company entered into an amended and restated credit agreement
and eliminated its prior facility.  The credit facility provides
an $850 million term loan maturing in April 2015, $275 million
revolving facilities, and an uncommitted optional term loan
tranche of up to $300 million.  The facility provided financial
covenant relief compared to its prior credit agreement, extended
its expiration and reduced the interest rate.  Six Flags accessed
the markets during a phase of relatively robust market liquidity
and the company has no pressing need to access the capital
markets.  However, Fitch recognizes that given the company's
leverage and operating performance, there is significant risk that
under certain market conditions the company's access to external
funding could be limited.

In the absence of external funding, the company has limited
internal sources.  Free cash flow has been negative over the past
several years due to high interest expense and high capital
expenditures.  Fitch does not expect the company to be free cash
flow positive in 2007.  For the LTM period ended June 30, 2007,
gross interest expense was slightly above $200 million and capital
expenditures were slightly above $100 million (approximately 11%
of revenue).  Successful execution of the company's strategy
should reduce capital expenditures on new rides, which should have
a positive impact on free cash flow in future years.

The credit facilities are secured by substantially all of the
assets of the borrower and the guarantors including, without
limitation, intellectual property (to the extent not prohibited by
applicable contractual restrictions), real property and all of the
capital stock of the borrower and its subsidiaries (or, in the
case of a foreign subsidiary, 65%).  The recovery ratings and
notching reflect Fitch recovery expectations under a distressed
scenario.  Six Flags' recovery ratings reflect Fitch's expectation
that the enterprise value of the company, and hence, recovery
rates for its creditors, will be maximized in a restructuring
scenario (going concern), rather than a liquidation.  The 'RR1'
rating for the company's secured bank credit facility reflects
Fitch's belief that 91%-100% recovery is realistic given its
priority position in the capital structure and meaningful
estimated enterprise value in a distress scenario.  The 'RR5'
recovery rating for the Six Flags Inc. senior unsecured debt
reflects that 11%-30% recovery is reasonable due to subordination
with respect to bank debt.  The 'RR6' recovery rating for the
preferred stock (PIERS) reflects negligible recovery prospects due
to its junior position in the capital structure.


SOUNDVIEW HOME: Fitch Cuts Ratings on $98.6 Million Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Soundview Home
Equity Loan Trust asset-backed certificates.  Affirmations total
$2.08 billion and downgrades total $98.6 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions:

Soundview 2006-1

    -- $308.5 million classes A-2 through A-4 affirmed at 'AAA'
       (BL: 39.10, LCR: 3.18);

    -- $35.5 million class A-5 affirmed at 'AAA' (BL: 37.64,
       LCR: 3.06);

    -- $23.5 million class M-1 affirmed at 'AA+' (BL: 35.45,
       LCR: 2.88);

    -- $14.6 million class M-2 affirmed at 'AA+' (BL: 33.04,
       LCR: 2.69);

    -- $17.7 million class M-3 affirmed at 'AA' (BL: 29.50,
       LCR: 2.4);

    -- $15 million class M-4 affirmed at 'AA-' (BL: 26.49,
       LCR: 2.15);

    -- $13.5 million class M-5 affirmed at 'A' (BL: 23.72,
       LCR: 1.93);

    -- $11.9 million class M-6 affirmed at 'A-' (BL: 21.18,
       LCR: 1.72);

    -- $10.8 million class M-7 affirmed at 'BBB+' (BL: 18.84,
       LCR: 1.53);

    -- $11.6 million class M-8 downgraded to 'BBB' from 'BBB+'
       (BL: 14.90, LCR: 1.21);

    -- $11.6 million class M-9 downgraded to 'BB+' from 'BBB'
       (BL: 12.90, LCR: 1.05);

    -- $5.8 million class M-10 downgraded to 'BB' from 'BBB-'
       (BL: 12.07, LCR: 0.98);

    -- $10 million class B downgraded to 'B+' from 'BB'
       (BL: 10.51, LCR: 0.85).

Deal Summary

    -- Originators: (Aames and Finance America);
    -- 60+ day Delinquency: 15.66%;
    -- Realized Losses to date (% of Original Balance): 0.70%;
    -- Expected Remaining Losses (% of Current Balance): 12.29%;
    -- Cumulative Expected Losses (% of Original Balance): 8.76%.

Soundview 2006-OPT1

    -- $453.5 million class A affirmed at 'AAA' (BL: 32.60,
       LCR: 3.04);

    -- $74.8 million class M-1 affirmed at 'AA' (BL: 30.21,
       LCR: 2.82);

    -- $19.4 million class M-2 affirmed at 'AA' (BL: 27.82,
       LCR: 2.59);

    -- $17.3 million class M-3 affirmed at 'AA-' (BL: 25.26,
       LCR: 2.36);

    -- $16.7 million class M-4 affirmed at 'A+' (BL: 22.78,
       LCR: 2.12);

    -- $16.3 million class M-5 affirmed at 'A-' (BL: 20.33,
       LCR: 1.9);

    -- $14.1 million class M-6 affirmed at 'A-' (BL: 18.12,
       LCR: 1.69);

    -- $13.1 million class M-7 affirmed at 'BBB+' (BL: 15.90,
       LCR: 1.48);

    -- $9.4 million class M-8 downgraded to 'BBB-' from 'BBB'
       (BL: 12.08, LCR: 1.13);

    -- $6.8 million class M-9 downgraded to 'BB+' from 'BBB-'
       (BL: 11.17, LCR: 1.04);

    -- $10.5 million class M-10 downgraded to 'BB-' from 'BB+'
       (BL: 9.91, LCR: 0.92);

    -- $8.4 million class M-11 downgraded to 'B+' from 'BB'
       (BL: 9.05, LCR: 0.84).

Deal Summary

    -- Originators: (100% Option One);
    -- 60+ day Delinquency: 15.31%;
    -- Realized Losses to date (% of Original Balance): 0.26%;
    -- Expected Remaining Losses (% of Current Balance): 10.73%;
    -- Cumulative Expected Losses (% of Original Balance): 7.16%.

Soundview 2006-WF2

    -- $731 million class A affirmed at 'AAA' (BL: 31.87,
       LCR: 4.25);

    -- $60 million class M-1 affirmed at 'AA+' (BL: 31.26,
       LCR: 4.17);

    -- $52.5 million class M-2 affirmed at 'AA' (BL: 27.79,
       LCR: 3.71);

    -- $51.2 million class M-3 affirmed at 'AA-' (BL: 23.81,
       LCR: 3.18);

    -- $44.2 million class M-4 affirmed at 'A+' (BL: 19.39,
       LCR: 2.59);

    -- $22.1 million class M-5 affirmed at 'A' (BL: 17.12,
       LCR: 2.28);

    -- $20.9 million class M-6 affirmed at 'A-' (BL: 14.80,
       LCR: 1.97);

    -- $19 million class M-7 affirmed at 'BBB+' (BL: 12.47,
       LCR: 1.66);

    -- $12 million class M-8 downgraded to 'BBB-' from 'BBB'
       (BL: 8.64, LCR: 1.15);

    -- $12.6 million class M-9 downgraded to 'BB+' from 'BBB-'
       (BL: 7.87, LCR: 1.05).

Deal Summary

    -- Originators: (100% Wells Fargo);
    -- 60+ day Delinquency: 4.84%;
    -- Realized Losses to date (% of Original Balance): 0%;
    -- Expected Remaining Losses (% of Current Balance): 7.49%;
    -- Cumulative Expected Losses (% of Original Balance): 6.27%.

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.


SPATIALIGHT INC: Nasdaq to Delist Common Stock
----------------------------------------------
The NASDAQ Stock Market will delist the common stock of
SpatiaLight Inc.  SpatiaLight Inc.'s stock was suspended on
June 15, 2007, and has not traded on NASDAQ since that time.

NASDAQ will file a Form 25 with the Securities and Exchange
Commission to complete the delisting.  The delisting becomes
effective ten days after the Form 25 is filed.

Headquartered in Novato, California, SpatiaLight Inc. (NasdaqCM:
HDTV) (OTC BB: HDTV) -- http://www.spatialight.com/ --  
manufactures high-resolution liquid crystal on silicon imagers for
use in high-definition display applications such as rear
projection televisions, monitors, front projection systems, near-
to-eye applications, micro-projectors and other display
applications.  Founded in 1989, the company's primary  
manufacturing facility is located in South Korea.

The company's consolidated balance sheet at June 30, 2007, showed
$5.9 million in total assets and $17.8 million in total
liabilities, resulting in a $11.9 million total stockholders'
deficit.

                      Going Concern Doubt

Odenberg, Ulakko, Muranishi & Co. LLP, in San Francisco, expressed
substantial doubt about SpatiaLight Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, negative cash
flows from operations, negative working capital position, and
stockholders' deficit.  


SPRING VALLEY: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Spring Valley Housing Development Fund Corporation
        28 Columbus Avenue
        Spring Valley, NY 10977

Bankruptcy Case No.: 07-22860

Chapter 11 Petition Date: September 6, 2007

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Elizabeth A. Haas, Esq.
                  Barr & Haas, LLP
                  664 Chestnut Ridge Road
                  P.O.Box 664
                  Spring Valley, NY 10977
                  Tel: (845) 352-4080
                  Fax: (845) 352-6777

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Arco Management Corp.          Administrative Fees          $4,000
4 Executive Boulevard
Suite 100
Suffern, NY 10901

Mark F. Goodfriend, Esq.       Professional Fees           Unknown
Goodfriend Saltzman and
Goodfriend
4 Executive Boulevard
Suffern, NY 10901


SUPERCLICK INC: July 31 Balance Sheet Upside-Down by $2.2 Million
-----------------------------------------------------------------
Superclick Inc.'s consolidated balance sheet at July 31, 2007,
showed $2.3 million in total assets and $4.5 million in total
liabilities, resulting in a $2.2 million total stockholders'
deficit.

The company's consolidated balance sheet at July 31, 2007, also
showed strained liquidity with $2.1 million in total current
assets available to pay $4.5 million in total current liabilities.

The company reported net income of $124,651 in the three months
ended July 31, 2007, a reversal of the $450,996 net loss reported
in the same period last year, mainly due to increased net revenues
and lower selling, general and administrative expenses.  

Net revenues increased to $1.4 million from $909,901.  Revenue
generated from installation work was $410,683 more than the
previous year for the same period.

Selling, General and Administrative decreased 9.2% from $508,658
to $461,915.  The favorable variance was the result of the
implementation of a restructuring plan in 2006 that addressed
overall SG&A costs.

During the three month period ended July 31, 2007, and 2006, other
expenses related to the convertible debenture, including the
beneficial conversion feature, deferred financing costs, warrant
discount and derivative gain or loss amounted to $42,450 and
$311,860, respectively.

During the three month period ended July 31, 2007, and 2006, the
gain on forgiveness of debt was $21,719 and $-0-, respectively.
The gain was the result of renegotiating two of the notes
realizing a gain of $10,860 on each note, or $21,719 from the
reduction of principle and interest.

Total other expenses for the three months ended July 31, 2007, and
2006 was $90,351 and $373,304, respectively.  Compared to the same
period last year, the three month favorable variance of $282,953
or 75.8% was primarily due to the completion of amortization
related to the convertible debenture in fiscal year 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?2320

                       Going Concern Doubt

As reported in the Troubled Company Reported on Feb. 6, 2007,
Bedinger & Company, in Concord, Calif., expressed substantial
doubt about Superclick Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the year ended Oct. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations.

                      About Superclick Inc.

Headquartered in Montreal, Quebec, Superclick Inc. (OTC BB:
SPCK.OB) -- http://www.superclick.com/-- through its wholly  
owned, Montreal-based subsidiary Superclick Networks Inc.,   
develops, manufactures, markets and supports the Superclick
Internet Management System, Monitoring and Management Application
and Media Distribution System in worldwide hospitality, conference
center and event, multi-tenant unit and university markets.  
Current clients include MTU residences and Candlewood Suites,
Crowne Plaza, Fairmont Hotels, Four Points by Sheraton,  
InterContinental Hotels Group PLC, Hilton, Holiday Inn, Holiday
Inn Express, Hampton Inn, Marriott, Novotel, Radisson, Sheraton,
Westin and Wyndham hotels in Canada, the Caribbean and the United
States.


TOUGALOO COLLEGE: Moody's Withdraws B3 Rating on 1993A Bonds
------------------------------------------------------------
Moody's Investors Service has withdrawn 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.


TRAINER WORTHAM: Fitch Cuts Rating on Class D Notes to BB
---------------------------------------------------------
Fitch affirms three and downgrades three classes of notes issued
by Trainer Wortham First Republic CBO III, Ltd.

These rating actions are effective immediately:

    -- $128,098,957 Class A-1 Notes affirmed at 'AAA';

    -- $60,750,000 Class A-2 Notes affirmed at 'AAA';

    -- $9,000,000 Class B Notes affirmed at 'AA';

    -- $8,000,000 Class C Notes downgraded to 'A-' from 'A';

    -- $13,651,023 Class D Notes downgraded to 'BB' from 'BBB';
       removed from Rating Watch Negative;

    -- $6,073,963 Preference Shares downgraded to 'B' from 'BB';
       removed from Rating Watch Negative.

Trainer Wortham III is a collateralized bond obligation that
closed on Feb. 19, 2003 and is managed by First Republic
Investment Management.  Trainer III is composed of 90.0% RMBS,
3.3% ABS, 5.7% CDO and 1.0% CMBS.  On July 12, 2007, the class D
notes and Preference Shares notes were placed on rating watch
negative due to the negative migration of subprime RMBS assets.

Since the class D notes and Preference Shares were placed on
rating watch negative on July 12, 2007, 17.2% of the total
portfolio has experienced negative credit migration and
approximately 18.5% are on Rating Watch Negative.  In addition, in
Fitch's opinion, 23.5% of the assets in the portfolio are below
investment grade quality, with approximately 8.0% 'CCC' or lower
quality.  The overall exposure of Trainer III to subprime RMBS is
51.3% with 26.1% of the portfolio comprised of subprime RMBS
assets issued in 2005 or 2006, of which 17.1% of the portfolio is
comprised of closed end second lien transactions.  As of the most
recent trustee report on August 30, 2007, the deal is failing the
weighted average coupon test at 6.34% with a minimum trigger of
6.45%, the Fitch weighted average rating factor test at 21.96 with
a maximum trigger of 14.00, and the class D overcollateralization
test at 101.65% with a minimum trigger of 101.75%.  In addition,
Fitch conducted cash flow modeling for various default timing,
interest rate scenarios, and prepayment assumptions to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

Fitch believes that this subprime exposure, along with credit
deterioration in the portfolio has increased the risk profile of
the class C and class D notes and Preference Shares.  This rating
analysis also incorporated Fitch's revised methodology for rating
structured finance CDOs.

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


TYSON FOODS: CEO Richard Bond Outlines Financial Turnaround
-----------------------------------------------------------
Tyson Foods Inc.'s President and Chief Executive Officer Richard
L. Bond described how the company will achieve a $700 million
increase in pre-tax earnings in fiscal 2007 after absorbing almost
$300 million in additional grain cost, resulting in a $1 billion
operational improvement over last year.

Despite a financial loss in fiscal 2006 and the absorption of
increased grain costs, Tyson has experienced strong progress in
2007 with solid earnings in the first, second and third quarters.  
Market conditions have improved and some export markets have
reopened, but the factors under the company's control are where
the biggest improvements have been, according to Bond.

Tyson rationalized three beef plants to improve capacity
utilization, closed two prepared foods plants that didn't fit the
company's business model, sold two commodity poultry plants and
chose not to rebuild another poultry plant destroyed by fire.  The
company also cut costs significantly through a cost management
initiative started in mid-2006, which is expected to result in an
excess of $250 million in savings for fiscal 2007.

Diluted earnings per share through the first nine months of fiscal
2007 totaled $0.66 and all segments of Tyson's business are
expected to be profitable in the fourth quarter.

"However, we are revising our fiscal 2007 guidance to $0.72 to
$0.80 per share," Mr. Bond reports.  "The fourth quarter is
turning out to be more challenging than expected.  Our beef
business has been affected by higher than expected live cattle
costs and a decline in beef revenues due to a disruption in South
Korean beef trade.  Meanwhile, live hog prices were higher due to
speculation about Chinese pork imports.

"In chicken, we successfully implemented price increases earlier
in the year, but gave up some sales volume as a result," Mr. Bond
adds.  "The company is now working through these larger quantities
of higher valued inventories."

Despite the fourth quarter, Mr. Bond says "I'm very excited and
optimistic about the company's long-term success because we've
made a lot of changes in how we run the business, and we've
reached a lot of milestones."

Tyson officials believe the company's long-term performance will
be enhanced by some new product initiatives.  Tyson's new 100% All
Natural(TM), Raised Without Antibiotics chicken, which was
launched in the third quarter, has been very well received.  It
has generated expanded distribution with current customers and
also resulted in new sales accounts.  Tyson will also soon roll
out advertisements to support a new line of restaurant-style
frozen snacks called Tyson(R) Any'tizers(TM), which was
successfully launched this summer.  In addition, this past spring
Tyson Food Service converted its entire line of marinated,
uncooked chicken to 100% All Natural(TM) to meet growing consumer
interest in all natural foods.

These product lines are examples of Tyson's efforts to continue
the creation of innovative and insight driven food solutions,
which is one of the key business strategies Bond will outline in
his presentation.  Other strategic principles the company is
implementing include optimization of commodity business models,
building a multi-national enterprise and efforts to revolutionize
the conversion of raw materials and by-products into high-margin
initiatives.

"In the food business...you must continually innovate to survive
and grow," according to Bond.  "This is why we finished building
our new Discovery Center research and development facility at a
time we were cutting costs elsewhere."

Tyson management is also continuing efforts to improve the
effectiveness of the company's business structure.  Mr. Bond will
report Tyson has started a new initiative called FAST, which
stands for focus, agility, simplify and trust.  The goal is to
place greater emphasis on doing only value-added activities and
encouraging faster decision making.

The evaluation process, which is now underway and will continue
through mid-October, is expected to help the company continue
streamlining the way it does business.  It is expected to involve
modifying or reducing some layers of management and giving Team
Members more decision-making authority.

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of   
chicken, beef, and pork.  The company produces a wide variety of
protein-based and prepared food products, which are marketed
under the "Powered by Tyson(TM)" strategy.  The company has
operations in China, Japan, Singapore, South Korea, Taiwan, and
the United Kingdom.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2007,
Moody's Investors Service affirmed Tyson Foods Inc.'s ratings,
including its Ba1 corporate family rating and Ba1 probability of
default rating.  The rating outlook is negative.


UAP HOLDING: United Agri Wants to Increase Loan Facility by $150MM
------------------------------------------------------------------
United Agri Products, Inc., a wholly owned subsidiary of UAP
Holding Corp., plans to amend its existing credit facility to
increase its senior secured term loan facility by $150 million.  

United Agri plans to use the proceeds to pay fees and expenses and
refinance outstanding balances under its revolving credit facility
which will provide additional liquidity to fund future acquisition
and capital expansion opportunities as they arise.

                  Description of Term Loan Add-on

In a regulatory filing with the U.S. Securities and Exchange
Commission, UAP Holding says that the Term Loan Add-on described
in the Commitment Letter has the same maturity as the existing
term loan under the existing credit facility.  The Lead Arranger’s
commitment under the Commitment Letter terminates on the earlier
of the date the definitive loan documents related to the Amended
Credit Facilities become effective or Oct. 31, 2007.

The Lead Arranger’s financing commitment under the Commitment
Letter is subject to the following, among other, conditions:

    (a) the preparation, execution and delivery of definitive loan
        documents incorporating substantially the terms of the
        Commitment Letter and

    (b) the absence of any material adverse effect on UAP Holdings
        and its subsidiaries.

The company expects that the Term Loan Add-on will provide for
quarterly amortization payments totaling 1% per annum, with the
balance payable upon the final maturity date.

                  Interest And Applicable Margins

The Commitment Letter provides that the interest rates with
respect to the Amended Credit Facilities are based on, at United
Agri Products’ option:

    (a) LIBOR plus the applicable margin and

    (b) the base rate, which will be the higher of (i) the rate
        publicly quoted by The Wall Street Journal as the "base
        rate on corporate loans posted by at least 75% of the
        nation’s 30 largest banks" and (ii) the Federal Funds rate
        plus 0.50%, plus the applicable margin.

The applicable margin for the Term Loan Add-on (as well as the
existing term loan under the existing credit facility) will be
determined based on market conditions in consultation with the
Lead Arranger.

The Amended Credit Facilities will require the payment of these
fees:

    * certain administrative fees specified in a fee letter
      entered into with the Lead Arranger or as otherwise agreed
      from time to time;

    * an unused line fee in an amount equal to an applicable
      unused line fee margin of 0.25% multiplied by the difference
      between the average daily amount by which the aggregate
      revolving loan commitments exceed the outstanding revolving
      loans during the preceding month;

    * a letter of credit fee equal to the average daily undrawn
      face amount of all letter of credit obligations outstanding
      during the preceding month multiplied by a per annum rate of
      1.25%; and

    * customary administrative and other fees and charges.

The Term Loan Add-on is expected to be guaranteed by UAP Holding
Corp. and its domestic subsidiaries, and will be secured by the
same collateral with the same priority as the existing term loan
under the existing credit facility.  The Term Facility will be
secured by a first-priority lien (subject to certain exclusions
and exceptions) on all assets of UAP Holdings and its domestic
subsidiaries and all proceeds thereof other than all accounts,
inventory, general intangibles related to accounts and inventory,
cash, cash equivalents and all proceeds of the foregoing, and a
second-priority lien in the Current Asset Collateral.

The company also expects that the Amended Credit Facilities will
contain substantially the same financial, affirmative and negative
covenants and events of default as the existing credit facility,
except that the term loan facility (including the Term Loan Add-
on) to be subject to an additional total leverage covenant, which
will test UAP Holdings and its subsidiaries’ total leverage on a
quarterly basis.

United Agri was expected to make a presentation to prospective
lenders last Sept. 7, 2007.

                         About UAP Holding

UAP Holding Corp. (Nasdaq: UAPH) -- http://www.uap.com/-- is the  
holding company of United Agri Products, Inc., the largest
independent distributor of agricultural inputs and professional
non-crop products in the United States and Canada.  United Agri
Products, Inc. markets a comprehensive line of products, including
chemicals, fertilizer, and seed to farmers, commercial growers,
and regional dealers.  United Agri Products also provides a broad
array of value-added services, including crop management,
biotechnology advisory services, custom fertilizer blending, seed
treatment, inventory management, and custom applications of crop
inputs.  United Agri Products operates a comprehensive network of
approximately 370 distribution and storage facilities and three
formulation plants, strategically located in major crop-producing
areas throughout the United States and Canada.


UAP HOLDING: S&P Lifts Corporate Credit Rating to BB- from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Greeley, Colo.–based UAP Holding Corp. to 'BB-' from
'B+'.  The outlook is stable.

At the same time, Standard & Poor's lowered the bank loan rating
on the company's term loan to 'BB-' from 'BB', and revised the
recovery rating to '3', indicating the expectation of meaningful
(50%-70%) recovery in the event of default, from '1'.  These
rating actions reflect the increased size of this term loan.

S&P also raised the bank loan rating on UAP's $675 million asset-
based revolving credit facility due 2011 to 'BB+' from 'BB'.  The
recovery rating remains '1', indicating the expectation of very
high (90%-100%) recovery in the event of a default.  These
revisions reflect the upgrade to UAP's corporate credit rating and
the asset-based revolver's preferential collateral package
relative to the term loan facility.

"The upgrade reflects ongoing improvements in both the company's
financial credit measures and operating performance within the
agriculture sector," said Standard & Poor's credit analyst Jayne
M. Ross.  "In addition, we expect favorable industry dynamics to
continue for the next several years which should benefit UAP's
operations."

The ratings on crop protection and agricultural products
distributor UAP and its wholly owned subsidiary, United Agri
Products Inc., reflect its participation in the highly variable
and competitive farm supply industry and its moderately leveraged
financial profile.


W&T OFFSHORE: Paying $0.03 per Share Cash Dividend on Nov. 1
------------------------------------------------------------
The board of directors of W&T Offshore Inc. declared a regular
cash dividend of $0.03 per share, payable to the holders of the
corporation's common shares.  The dividend will be payable on
Nov. 1, 2007, to shareholders of record on Oct. 15, 2007.

Headquartered in Houston, Texas, W&T Offshore Inc. (NYSE:WTI) --
http://www.wtoffshore.com/-- is an independent oil and natural  
gas company focused primarily in theGulf of Mexico, including
exploration in the deepwater and deepshelf regions.  The company
was founded in 1983.  

                           *     *     *

As reported in the Troubled Company Reporter on June 7, 2007,
Moody's assigned a B3 rating (LGD5; 76%) to W&T Offshore Inc.'s
pending $450 million senior unsecured note offering and affirmed
the company's B2 corporate family rating.


WERNER LADDERS: Disclosure Statement Hearing Moved to September 12
------------------------------------------------------------------
After the status conference held on Aug. 23, 2007, on the
Disclosure Statement filed by the Official Committee of Unsecured
Creditors in Werner Holding Co. (DE), Inc., aka Werner Ladder Co.,
and its debtor-affiliates’ Chapter 11 cases, the U.S. Bankruptcy
Court for the District of Delaware rescheduled a hearing on
Sept. 12, 2007, to consider approval of the Disclosure Statement.

The Court had previously adjourned the Disclosure Statement
Hearing to August 23 in light of the Committee's July 18 filing of
its request to convert the Debtors' Chapter 11 cases to a case
under Chapter 7 of the Bankruptcy Code.

Since the filing of its Disclosure Statement on June 19, the
Committee has received various objections from:

  * Kelly Beaudin Stapleton, the United States Trustee for
    Region 3;

  * Rothschild Inc., as financial advisor to the Debtors;

  * Jefferies & Company, Inc., as financial advisor to the
    Creditors Committee; and

  * Union Central Life Insurance Company and Grand Central
    Asset Trust, PNT Series.

The U.S. Trustee had asked the Court to deny approval of the
Disclosure Statement because it describes a Liquidation Plan that
is  "unconfirmable" on its face.

The U.S. Trustee had noted that, under the terms of the Plan,
some administrative claimholders will not be paid as  required
under Section 1129(a)(9) of the Bankruptcy Code, and that any
allowed administrative claims based on the transaction fees of
Jefferies & Co. or Rothschild will be paid and satisfied solely
from the proceeds of the Liquidation Trust Assets pursuant to a
Liquidation Trust Agreement.

The Disclosure Statement does not indicate that Jefferies and
Rothschild have formally agreed to different treatment of their
administrative claims, according to the U.S. Trustee.

In its separately filed pleading, Rothschild had asserted that
the Plan is patently unconfirmable because it would impermissibly
force the advisor to accept a speculative and contingent recovery
on a portion of its fees from a litigation trust that would
improperly subordinate its claim.

Jefferies & Co. also stated in its recently filed objection that
the Plan expressly excludes the transaction fees due for its
rendered services.  The Committee's financial advisor noted that,
under an engagement letter, it is entitled to two transaction
fees equal to:

  (a) $750,000, payable upon the consummation of a
      "restructuring"; and

  (b) $500,000, which would be fully earned provided 50% or
      more of a class of unsecured creditors voted in favor of
      a confirmed plan of reorganization.

Moreover, Union Central Life and Grand Central are blocking the
approval of the Disclosure Statement, on the basis that it is
devoid of any mention of second lien claims other than Levine
Leichtman Capital Partners III, L.P.'s second lien claim, which
arose from the same loan documents and same set of circumstances
as their second lien super-priority claims.

Union Central and Grand Central Life are proposing that the
Disclosure Statement should be revised, at a minimum, to:

  -- reflect the existence and priority of those second lien
     super-priority claims, and their treatment under the Plan;
     and

  -- include references to the allowance and amounts of the
     Union Central, Grand Central Life and other second lien
     super-priority claims that are not part of the LLCP Second
     Lien Claim.

The Committee has not yet filed with the Court its response to any
of the Disclosure Statement Objections.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--         
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  On June 19, 2007,  
the Creditors Committee submitted their own chapter 11 plan and  
disclosure statement explaining that plan.  (Werner Ladder
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000).


ZOOMERS HOLDING: Judge Paskay Dismisses Chapter 22 Case
-------------------------------------------------------
The Hon. Alexander L. Paskay of the U.S. Bankruptcy Court for the
Middle District of Florida  dismissed the chapter 11 case of
Zoomers Holding Company LLC, Dick Hogan of News-Press reports.  
Judge Paskay dismissed the case despite assurances from the Debtor
that it expected a financing commitment.

This is the second time that Zoomers' chapter 11 case had been
dismissed.  The Debtor previously filed for chapter 11 protection
on Apr. 28, 2006 (Bankr. M.D. Fla. Case No. 06-02008).  Judge
Paskay dismissed that case on May 1, 2007.

The Debtor, which operates Zoomers Family Amusement Park, filed
for bankruptcy protection a second time in order to prevent a
foreclosure sale of the park, Mr. Hogan relates.  The second
bankruptcy petition was filed hours before the sale was set to
begin.

Prior to the scheduled sale, First Community Bank had filed for a
foreclosure on a $10.7 million construction loan to the Debtor,
Mr. Hogan adds.

Mr. Hogan adds that the bank argued to the Court that the Debtor's
case be dismissed since the park had zero cash flow and it was the
Debtor's second bankruptcy.

With the dismissal, the Debtor has around 40 to 45 days for it to
fix its finances before the bank can obtain another foreclosure
sale, Mr. Hogan says.

Headquartered in Osprey, Florida, Zoomers Holding Company, LLC,
owns the Zoomers Family Amusement Park.  The company filed for
chapter 11 protection on Apr. 28, 2006 (Bankr. M.D. Fla. Case No.
06-02008).  Richard Johnston, Jr., Esq., at Kiesel Hughes &
Johnston, represents the Debtor.  When the Debtor first filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.  The Court dismissed the case
on May 1, 2007.

On Aug. 27, 2007, the Debtor filed its second bankruptcy petition.   
L. Murray Fitzhugh, Esq., in Venice, Florida, represented the
Debtors.


* Fitch Takes Rating Actions on Various CDC & IXIS Subprime Deals
-----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on the
following CDC Mortgage Capital Trust and IXIS Real Estate Capital
Trust mortgage pass-through certificates listed below:

CDC, series 2002-HE2

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 downgraded to 'BBB' from 'A';
    -- Class B-1 downgraded to 'C/DR3' from 'B+';
    -- Class B-2 downgraded to 'C/DR6' from 'CCC/DR1'.

CDC, series 2003-HE3

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 downgraded to 'A-' from 'A';
    -- Class M-3 downgraded to 'BBB+' from 'A-';
    -- Class B-1 downgraded to 'BB+' from 'BBB+';
    -- Class B-2 downgraded to 'B' from 'BBB';
    -- Class B-3 downgraded to 'C/DR5' from 'BB-'.

CDC, series 2003-HE4

    -- Classes A-1 and A-3 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 downgraded to 'BBB+' from 'A-';
    -- Class B-1 downgraded to 'B' from 'BBB+';
    -- Class B-2 downgraded to 'C/DR4' from 'BB';
    -- Class B-3 downgraded to 'C/DR5' from 'BB-'.

CDC, series 2004-HE2

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 downgraded to 'A-' from 'A';
    -- Class M-3 downgraded to 'BBB' from 'A-';
    -- Class B-1 downgraded to 'BB' from 'BBB+';
    -- Class B-2 downgraded to 'B' from 'BBB';

    -- Class B-3 downgraded to 'C/DR4' from 'BBB-' and removed
       from Rating Watch Negative;

    -- Class B-4, downgraded to 'C/DR5' from 'BB+' and removed
       from Rating Watch Negative.

CDC, series 2004-HE3

    -- 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 downgraded to 'BBB-' from 'BBB';
    -- Class B-3 downgraded to 'BB-' from 'BBB-';
    -- Class B-4 downgraded to 'C/DR5' from 'BB+'.

IXIS, series 2004-HE4

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

The affirmations, affecting approximately $314.3 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $170.4 million of the outstanding certificates,
reflect deterioration in the relationship between credit
enhancement and future expected losses.

The collateral for the above transactions consists of 30 year,
fixed-rate mortgage and adjustable-rate mortgage loans extended to
subprime borrowers and secured by first and second liens on one-
to four-family residential properties.  The loans underlying
series 2002-HE2, 2003-HE3, and 2003-HE4 are serviced by Ocwen Loan
Servicing, LLC (rated 'RPS2' by Fitch). The loans underlying
series 2004-HE2, 2004-HE3, and 2004-HE4 are serviced by
Countrywide Home Loans, Inc (rated 'RPS1-').  In addition, all of
the loans were purchased by Morgan Stanley ABS Capital I Inc., the
depositor, from either CDC Mortgage Capital Inc. or IXIS Real
Estate Capital, Inc. who previously acquired the mortgage loans
from various other corporations.

As of the July 2007 distribution date, the pool factors (current
principal balance as a percentage of original balance) of the
above transactions range from 6% (series 2002-HE2) to 19% (series
2004-HE3).  In addition, the seasonings range from 32 months
(series 2004-HE4) to 60 months (series 2002-HE2).


* Jonathan Rose and Sheldon Kline Join Sheppard Mullin's DC Office
------------------------------------------------------------------
Jonathan G. Rose and Sheldon M. Kline have joined the Washington,
D.C. office of Sheppard Mullin Richter & Hampton LLP as partners
in the firm's Labor and Employment practice group.

Mr. Rose recently practiced with Katten Muchin Rosenman in
Washington, D.C. and Mr. Kline joins the firm from Thelen Reid
Brown Raysman & Steiner in Washington, D.C.

Also joining the firm's Labor and Employment practice group in the
D.C. office is Thomas K. Wotring, previously with Thelen Reid.
Rose, Kline and Mr. Wotring previously practiced together at
Morgan, Lewis & Bockius, where Mr. Wotring formerly chaired the
employee benefits and executive compensation practice.

Mr. Rose's practice is focused on the representation of plan
sponsors and fiduciaries involved in ERISA and related litigation.  
He has extensive first-chair trial experience, including a jury
trial involving claims under Section 510 of ERISA, well as bench
trials involving complex ERISA claims representing plan
fiduciaries.

Mr. Rose also has first-chair litigation experience handling ERISA
class actions, including stock drop cases and formal disputes
before arbitration panels established to resolve disputes arising
under complex ERISA class action settlement agreements.  

He advises plan sponsors and fiduciaries of pension and welfare
benefit plans on compliance of fiduciary duties required in the
administration and investment of plan assets, including the
prudent selection and oversight of investment providers,
disclosure obligations, and prohibited transaction issues.

Mr. Kline represents clients in labor negotiations, in bankruptcy,
federal and state court litigation, and before administrative
agencies, particularly the National Labor Relations Board and the
National Mediation Board.

He is experienced in all facets of transportation, including the
representation of international and domestic airlines, trucking
companies, maritime, and ports.  Mr. Kline was special labor
counsel for Aloha Airlines Inc. in its recent bankruptcy.

In that role, he was responsible for achieving the termination of
the carrier's defined benefit pension plans, negotiating a final
settlement of all claims with the Pension Benefit Guaranty
Corporation, resolving with the PBGC controlled group liability
claims, and addressing claims made by the PBGC regarding financial
transactions involving the carrier's pension plans.

"The arrival of this team marks another step in deepening the
firm's regulatory and labor expertise on the East Coast," said Guy
Halgren, chairman of the firm.  "Our clients will benefit from
their experience and backgrounds in private practice, in-house and
government work. The group's formidable ERISA and employment
knowledge complement our employee benefit and labor practices."

"I am enthusiastic about joining the firm with Sheldon and Tom,  
well as to be working with the great lawyers here," Mr. Rose
commented.  "The three of us previously practiced together and we
are thrilled to regroup at Sheppard Mullin, in the firm's growing
D.C. office."

"I look forward to expanding the firm's East Coast employment
practice," Mr. Kline said.  "Sheppard Mullin is a top-notch firm
with an excellent platform for labor law.  I am delighted to be
joining with my former colleagues."

"We are excited to have Jonathan, Sheldon and Tom onboard," Ed
Schiff, managing partner of the firm's Washington, D.C. office,
said.  "Their respective practices are an excellent fit for the
D.C. office, which has a strong regulatory and transactional
focus.  Jonathan's investment fund clients and Sheldon's airline
industry work dovetail well with the firm's existing matters and
representations."

In June, telecommunication litigation partners Chris Huther and
Megan Troy joined Sheppard Mullin's Washington, D.C. office from
Kirkpatrick & Lockhart Preston Gates Ellis in Washington, D.C.
Sheppard Mullin's Washington, D.C. office has 35 attorneys, more
than half of whom are litigators.  In total, the firm has
approximately 250 litigation attorneys in ten offices.

Prior to private practice, Mr. Rose served as an attorney in the
Pension Benefit Guaranty Corporation's Office of General Counsel
where he handled the PBGC's special litigation projects involving
unique legal issues and difficult law enforcement cases.  He
gained experience at the PBGC handling ERISA issues relating to
bankruptcy liquidations and reorganizations, and significant
experience dealing with the Department of Labor and Internal
Revenue Service on policy and enforcement matters.

Mr. Kline has extensive experience in the federal government,
having served for eight years at the U.S. Department of Labor and
nine years at the National Mediation Board.  While at the
Mediation board, Mr. Kline was involved in the mediation of a
number of major collective bargaining disputes, including pilots,
flight attendants and mechanics at major domestic airlines.  He
was involved in the government's legislative efforts to deregulate
the railroad and airline industries.

Mr. Wotring's practice involves advising employers in labor
negotiations, federal litigation and before state and federal
agencies, particularly the National Labor Relations board and the
equal employment opportunity commission.

He has extensive experience in the negotiation and administration
of single and multi-employer collective bargaining agreements,
most notably in the trucking, automobile transport, maritime and
air freight industries.  Mr. Wotring also represents employee
benefit plans regarding all areas of benefit collective bargaining
and benefit plan operations.

In addition to bargaining with union representatives, his practice
on behalf of employers includes ERISA compliance, litigation of
federal claims, and representation before the Department of Labor
and Department of Justice.

Mr. Rose earned a J.D. from Catholic University of America, School
of Law in 1992 and a B.A. from Western Maryland College in 1986.  
Mr. Kline earned a J.D. from George Mason University School of Law
in 1987, a M.A. from Virginia Tech in 1981 and a B.A. from
University of Massachusetts in 1970.  Mr. Wotring earned a J.D.,
with honors, from Washington and Lee University School of Law in
1975 and a B.A. from American University in 1972.

           About Sheppard Mullin Richter & Hampton LLP

Based in Los Angeles, California, Sheppard Mullin Richter &
Hampton LLP -– http://www.sheppardmullin.com/-- is a full service  
AmLaw 100 firm with 490 attorneys in 10 offices located throughout
California and in New York, Washington, D.C. and Shanghai.  The
firm's California offices are located in Los Angeles, San
Francisco, Santa Barbara, Century City, Orange County, Del Mar
Heights and San Diego.  Founded in 1927 on the principle that the
firm would succeed only if its attorneys delivered prompt, high
quality and cost-effective legal services, Sheppard Mullin
provides legal counsel to U.S. and international clients.  
Companies turn to Sheppard Mullin to handle a full range of
corporate and technology matters, high stakes litigation and
complex financial transactions.  


* Alicia Batts Joins as Partner in Proskauer Rose's DC Office
-------------------------------------------------------------
Alicia J. Batts has joined Proskauer Rose LLP as a partner in the
Washington, D.C. office.  An antitrust litigator who represents
clients in the federal courts and before federal and state
agencies in addition to providing counsel on related matters to
companies in a range of industries, she also brings valuable
experience from her past work as an antitrust advisor at the
Federal Trade Commission.

Ms. Batts' practice concentrates on all issues relating to unfair
trade practices and she regularly represents clients before
antitrust enforcement agencies and in federal antitrust cases.  
She also has extensive experience representing and providing
antitrust counseling for companies in a range of industries
including automotive, aeronautics, pharmaceutical, financial, and
energy.

"Alicia is an extremely valuable addition to our antitrust
practice and will be an important part of the work we are doing on
behalf of clients in the U.S. and around the world,” said Ronald
S. Rauchberg, co-chair of Proskauer's Antitrust and Trade
Regulation Practice Group.  “With her broad experience working
with a range of different industries on both the private and
government sides, she provides incomparable capabilities to our
team."

Ms. Batts is the latest addition to Proskauer's Washington, D.C.
office.  The firm also disclosed that Trevor Chaplick, a seasoned
corporate and transactional lawyer and the founder and former
managing partner of Wilson Sonsini Goodrich & Rosati's Washington,
D.C. office, has joined as partner and co-head of Proskauer's D.C.
office.

Ms. Batts joins Proskauer from Dickstein Shapiro LLP, where she
was a partner.  She also worked as an antitrust advisor to Federal
Trade Commissioner Mozelle Thompson, for whom she reviewed
antitrust actions before the FTC and made recommendations on
enforcement and policy matters before the Federal Antitrust
Agency.

Throughout her career she has represented: a worldwide credit and
charge card network in defense of allegations that exclusivity
agreements with issuers violated antitrust laws; a hospital
association in a class action filed against a teaching hospital
and medical associations and programs; a distributor purchasing a
competitor in a highly-concentrated market; and a manufacturing
company in selling all of its assets to a Fortune 10 company
including antitrust filings in 23 jurisdictions.

Ms. Batts has also served as vice-chair of the American Bar
Association Antitrust Section Business Torts & Civil RICO
Committee, on the ABA antitrust section Litigation Task Force, and
is a former member of the editorial board of the Antitrust Law
Journal.

A regular panelist at antitrust conferences, she is also a member
of the board of directors of the Appleseed Foundation, a board
member of the St. Albans' Parents' Association, and is listed in
Black Enterprise's "America's Top Black Lawyers."  She is a
graduate of Columbia University Law School and Harvard College.

Proskauer's Antitrust and Trade Regulation Practice Group
litigates on behalf of plaintiffs and defendants, and counsels
clients in all areas of antitrust law including Hart-Scott-Rodino
Act compliance in mergers and acquisitions.  

The firm also has an active practice in government investigations,
civil suits, and criminal proceedings.  The practice also includes
merger investigations before the Department of Justice and the
Federal Trade Commission, and regular counseling in all areas of
antitrust law, such as price discrimination, licensing,
distribution and marketing issues, trade association activities,
joint venture and pre-merger analysis, health care issues, and
more.

                       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.


* King & Spalding Names Jennifer Price as Arbitration Partner
-------------------------------------------------------------
Jennifer L. Price, a litigator with more than 20 years'
experience, has joined King & Spalding as partner in the
international arbitration practice.  Ms. Price will practice from
the firm's 100-lawyer Houston office, focusing on domestic and
international disputes for energy and petrochemical companies.

"We are delighted to have a litigator with Jennifer's experience
join us," Robert E. (Bobby) Meadows, managing partner of King &
Spalding's Houston office, said.  "She will add significant depth
to, and greatly complement, our existing international arbitration
practice as we continue to expand our presence here, throughout
the United States, and around the world."

"Jennifer has the experience and strategic thinking that delivers
winning results in both the energy and international arbitration
arenas," R. Doak Bishop, head of King & Spalding's international
arbitration practice, said.  "She and John Bowman will join forces
once again to round out an already formidable team in Houston."

Price joins King & Spalding from Fulbright & Jaworski, L.L.P.,
where she was senior counsel.  Her arrival marks the second
addition to the international arbitration practice within the past
month.

In mid-August, high-profile litigator John Bowman also joined the
firm from Fulbright & Jaworski LLP, where he had been a partner
and co-chair of its arbitration and alternative dispute resolution
practice group.

Price has represented energy companies in arbitration and
litigation, including in area of mutual interest and
confidentiality agreement disputes, royalty disputes, joint
operating disputes, drilling contract disputes, gas contract
disputes, gas marketing disputes, well as contested proceedings
before the Texas Railroad Commission.

She is experienced in all phases of international arbitration in
both administered and ad hoc proceedings, including drafting
agreements to arbitrate, initiating and compelling arbitration,
selecting arbitrators, discovery, pre-hearing matters and
briefing, evidentiary hearings, and enforcement and challenge of
arbitral awards.

Ms. Price earned a B.A. degree from San Diego State University and
a J.D. degree from the University of San Diego School of Law.

                      About King & Spalding

King & Spalding LLP -- http://www.kslaw.com/-- is an    
international law firm with more than 800 lawyers in Atlanta,
Dubai, Houston, London, New York, Riyadh (affiliated office) and
Washington, D.C.  The firm represents half of the Fortune 100.  
King & Spalding is into financial restructuring practices.  It
provides valuable knowledge and in-depth experience to virtually
all facets of corporate reorganizations, in-court and out-of-court
debt restructuring, bankruptcy and insolvency litigation, and
distressed asset mergers and acquisitions.  This practice is
regularly retained in bankruptcy matters and workouts to represent
debtors, trustees, creditors' committees, institutional lenders,
other critical creditors and parties-in-interest, and potential
acquirers of businesses and large assets.  

The Houston office of King & Spalding, with more than 100 lawyers,
provides a variety of services to clients the world over.   Chief
among its practices are those focusing on litigation and
transactional law, especially energy, international arbitration
and Latin American matters.


* James McDermott Joins Alvarez & Marsal's Restructuring Team
-------------------------------------------------------------
James P. McDermott has joined as a managing director in Alvarez &
Marsal's North America Restructuring practice.  He is based in New
York.

Formerly managing director of The Eagle Rock Group LLC, a business
advisory firm he co-founded, Mr. McDermott has experience in
financial restructuring, crisis management and capital markets
transactions.  He has also advised companies and boards of
directors on complex accounting and actuarial issues, SEC
investigations and matters involving shareholder derivative
actions.

“Jim has an outstanding background, having served in interim
management and advisory capacities in numerous complex turnaround
situations, particularly in the financial services sector,” Joe
Bondi, managing director and head of the New York Turnaround and
Restructuring practice of Alvarez & Marsal,  said.  “We are
delighted to welcome him to the team.”

Mr. McDermott's clients have included Genworth Financial Group,
RSL Communications and World Black Belt Association.  He most
served as president and CEO of AF&L Inc., a privately-held
specialty insurer.

Prior to forming Eagle Rock, he was CFO of PennCorp Financial
Group Inc., where he helped lead an operational stabilization,
debt reduction and recapitalization plan that was ultimately
completed through the Chapter 11 process.  Mr. McDermott began his
career with the accounting firm Peat Marwick Mitchell & Co.

Mr. McDermott holds a bachelor's degree in business
administration, with concentrations in accounting, actuarial
science and quantitative analysis, from the University of
Wisconsin.  He is a Certified Public Accountant licensed in the
state of Georgia.  Mr. McDermott has been admitted and testified
as an expert in U.S. Federal District Court on acquisition due
diligence matters.

                     About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
professional services firm with expertise in guiding
underperforming companies and public sector entities through
complex operational, financial and organizational challenges.  The
firm excels in problem solving and value creation, and brings a
bias toward executing solutions with a distinctive hands-on
approach to serving clients, management and stakeholders.  

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* BOND PRICING: For the Week of September 3 - September 7, 2007
---------------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Producz                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
Allegiance Tel                       11.750%  02/15/08     53
Amer & Forgn Pwr                      5.000%  03/01/30     61
Ames Dept Stores                     10.000%  04/15/06      0
Antigenics                            5.250%  02/01/25     69
Atherogenics Inc                      1.500%  02/01/12     35
Atherogenics Inc                      4.500%  03/01/11     48
Atlantic Coast                        6.000%  02/15/34      4
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      8
Beazer Homes USA                      4.625%  06/15/24     75
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     33
Cell Therapeutic                      5.750%  06/15/08     72
CIT Group Inc                         6.100%  03/15/10     73
Clear Channel                         4.900%  05/15/15     74
Clear Channel                         5.500%  12/15/16     75
Collins & Aikman                     10.750%  12/31/11      2
Color Tile Inc                       10.750%  12/15/01      0
Columbia/HCA                          7.050%  12/01/27     74
Columbia/HCA                          7.500%  11/15/95     74
Complete Mgmt                         8.000%  08/15/03      0
Comprehensive Care                    7.500%  04/15/10     60
CompuCredit                           5.875%  11/30/35     65
Curagen Corp                          4.000%  02/15/11     63
Decode Genetics                       3.500%  04/15/11     65
Delta Air Lines                       8.000%  12/01/15     62
Delta Mills Inc                       9.625%  09/01/07     15
Duquesne Light                        6.250%  08/15/35     73
Dura Operating                        8.625%  04/15/12     52
Dura Operating                        9.000%  05/01/09      7
Dura Operating                        9.000%  05/01/09      3
Dyersburg Corp                        9.750%  09/01/07      0
E. Spire Comm Inc                    10.625%  07/01/08      0
Empire Gas Corp                       9.000%  12/31/07      1
Encysive Pharma                       2.500%  03/15/12     63
Epix Medical Inc                      3.000%  06/15/24     75
Exodus Comm Inc                       5.250%  02/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     16
Finova Group                          7.500%  11/15/09     20
Finlay Fine Jwly                      8.375%  06/01/12     72
Ford Motor Cred                       6.000%  11/20/14     75
Ford Motor Cred                       6.000%  11/20/14     75
Ford Motor Cred                       7.5005  08/20/32     71
Ford Motor Co                         6.375%  02/01/29     70
Ford Motor Co                         6.625%  02/15/28     71
Ford Motor Co                         6.625%  10/01/28     71
Ford Motor Co                         7.125%  11/15/25     70
Ford Motor Co                         7.400%  11/01/46     71
Ford Motor Co                         7.500%  08/01/26     72
Ford Motor Co                         7.700%  05/15/97     71
Ford Motor Co                         7.750%  06/15/43     72
General Motors                        6.750%  05/01/28     71
General Motors                        7.375%  05/23/48     72
General Motors                        7.400%  09/01/25     73
GMAC                                  5.900%  01/15/19     73
GMAC                                  5.900%  01/15/19     74
GMAC                                  5.900%  02/15/19     69
GMAC                                  5.900%  10/15/19     73
GMAC                                  6.000%  02/15/19     73
GMAC                                  6.000%  02/15/19     73
GMAC                                  6.000%  03/15/19     73
GMAC                                  6.000%  03/15/19     74
GMAC                                  6.000%  03/15/19     73
GMAC                                  6.000%  03/15/19     75
GMAC                                  6.000%  04/15/19     74
GMAC                                  6.050%  08/15/19     73
GMAC                                  6.050%  08/15/19     73
GMAC                                  6.100%  09/15/19     74
GMAC                                  6.200%  04/15/19     75
GMAC                                  6.250%  12/15/19     73
GMAC                                  6.300%  08/15/19     75
GMAC                                  6.350%  04/15/19     75
GMAC                                  6.400%  11/15/19     74
GMAC                                  7.050%  03/15/18     75
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co.                      5.750%  10/01/17     75
Hines Nurseries                      10.250%  10/01/11     70
HNG Internorth                        9.625%  03/15/06     28
Iridium LLC/CAP                      10.875%  07/15/05      5
Iridium LLC/CAP                      11.250%  07/15/05      5
Iridium LLC/CAP                      13.000%  07/15/05      5
Iridium LLC/CAP                      14.000%  07/15/05      5
James River Coal                      9.375%  06/01/12     71
K Hovnanian Entr                      7.750%  05/15/13     73
K Mart Funding                        8.800%  07/01/10     73
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      7
Kellstrom Inds                        5.500%  06/15/03      0
Kellstrom Inds                        5.750%  10/15/02      0
Kimball Hill Inc                     10.500%  12/15/12     70
Kmart Corp                            9.350%  01/02/20     12
Lehman Bros Holding                   5.850%  11/08/30     73
Lehman Bros Holding                  10.000%  10/30/13     71
Liberty Media                         3.750%  02/15/30     59
Liberty Media                         4.000%  11/15/29     65
Lifecare Holding                      9.250%  08/15/13     70
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      0
Missouri Pac RR                       5.000%  01/01/45     74
Motorola Inc                          5.220%  10/01/97     73
Movie Gallery                        11.000%  05/01/12     28
Natl Steel Corp                       9.875%  03/01/09      0
New Orl Grt N RR                      5.000%  07/01/32     61
Nielsen Finance                      12.500%  08/01/16     67
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     63
Nutritional Src                      10.125%  08/01/09     66
O'Sullivan Ind                       10.630%  10/01/08      0
Oakwood Homes                         7.875%  03/01/04     11
Oscient Pharma                        3.500%  04/15/11     69
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09      4
Pac-West Telecom                     13.500%  02/01/09      4
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                    12.375%  08/01/08      0
Phelps Dodge                          6.125%  03/15/34     72
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     55
Pope & Talbot                         8.375%  06/01/13     57
Primus Telecom                        3.750%  09/15/10     69
Primus Telecom                        8.000%  01/15/14     67
Radnor Holdings                      11.000%  03/15/10      0
Reliance Grp Hld                      9.000%  11/15/00      0
Rite Aid Corp.                        6.875%  12/15/28     71
RJ Tower Corp.                       12.000%  06/01/13      4
Rotech HealthCare                     9.500%  04/01/12     70
Saint Acquisition                    12.500%  05/15/17     68
ServiceMaster Co                      7.100%  03/01/18     68
ServiceMaster Co                      7.450%  08/15/27     72
Scotia Pac Co                         6.550%  01/20/07     50
SLM Corp                              5.000%  06/15/28     70
SLM Corp                              5.250%  12/15/28     70
SLM Corp                              5.400%  03/15/28     73
SLM Corp                              5.400%  03/15/30     74
SLM Corp                              5.400%  06/15/30     73
SLM Corp                              5.450%  06/15/28     71
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     70
SLM Corp                              5.500%  06/15/30     72
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.500%  06/15/25     71
SLM Corp                              5.600%  12/15/29     71
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  03/15/29     71
SLM Corp                              5.650%  12/15/29     73
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  06/15/30     75
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     71
SLM Corp                              5.700%  03/15/30     74
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  06/15/29     75
SLM Corp                              5.750%  06/15/29     73
SLM Corp                              5.750%  09/15/29     68
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  12/15/29     70
SLM Corp                              5.750%  12/15/29     75
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     72
SLM Corp                              5.850%  09/15/29     75
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  09/15/29     75
SLM Corp                              6.000%  12/15/31     72
SLM Corp                              6.350%  09/15/31     72
Spacehab Inc                          5.500%  10/15/10     51
Spectrum Brands                       7.375%  02/01/15     74
Standard Pacific                      9.250%  04/15/12     73
Stanley-Martin                        9.750%  08/15/15     72
Tech Olympic                          8.250%  04/01/11     70
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     71
Times Mirror Co                       7.250%  11/15/96     72
Times Mirror-New                      7.500%  07/01/23     70
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     35
Tousa Inc                             7.500%  01/15/15     32
Tousa Inc                             9.000%  07/01/10     72
Tousa Inc                             9.000%  07/01/10     72
Tousa Inc                            10.375%  07/01/12     41
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     72
United Air Lines                      9.350%  04/07/16     43
US Air Inc.                          10.680%  06/27/08      0
US Air Inc.                          10.800%  01/01/49      0
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     64
Wachovia Corp                         9.250%  04/10/08     68
Wachovia Corp                        12.500%  03/05/08     74
Wachovia Corp                        15.500%  12/05/07     69
WCI Communities                       6.625%  03/15/15     73
WCI Communities                       7.875%  10/01/13     74
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      1
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     70
William Lyon                          7.625%  12/15/12     73
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Witco Corp                            6.875%  02/01/26     75
Wornick Co                           10.875%  07/15/11     75

                             *********

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.

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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.

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